This is the official management discussion from Winfield Resources.

It is signed and authorised for you boo birds

The Company’s primary business is the engineering, procurement, construction and management of crude oil refineries. The Company’s intended business includes the building, owning and operating of one or more oil refineries in Northern Africa.

In April 2008, the Company created a 100% wholly owned Barbados subsidiary to manage its international operations, and to operate under the existing income tax treaty signed January 22, 1980 between the Government of Canada and the Government of Barbados.

Mauritania

Winfield holds a Licence, dated February 5, 2008, and valid for 25 years, to refine petroleum in the Islamic Republic of Mauritania. Winfield has identified a site at Nouakchott, Mauritania to construct and operate a 300,000 barrel per day oil refinery. Winfield has engaged KBC Process Technology Ltd. of Surrey, UK, under a Services Agreement (dated November 12, 2007), to provide consulting services and technical support to include refinery configuration review; refinery product yields and qualities; marketing plans; technology selection and licensor selection; energy efficiency review; project design basis document review and project schedule strategy review. KBC has also been engaged to create a bankable feasibility report to within +/-10% final project costs

Winfield has negotiated a feedstock arrangement with Macron Petroleum Company Limited to provide the Nouakchott, Mauritanian oil refinery with 300,000 barrels per day of Venezuelan crude oil, at a US$9 discount per barrel.

Winfield has engaged Devereux Project Finance of London UK (“DPF”) to act as the Company’s project finance consultant, to source, negotiate and arrange an acceptable offer of finance for the engineering, construction and operation of the proposed oil refinery.

Libya

Winfield Resources Limited has received approval from the Libyan Foreign Investment Board with respect to the Company’s application to build, own and operate a new 300,000 barrel per day stand alone oil refinery at Ras Lanuf, in the Great Jamahiriya of Libya.

In addition, The Libyan Ministry of Economy, Trade and Investment has issued a decree, dated 29/05/2008, granting Winfield the license to refine oil for a term of 25 years.

Winfield has received conditional approval from the National Oil Corporation (“NOC”) of Libya to crude oil supply arrangement. Winfield will purchase 150,000 barrels per day of crude oil from the NOC, specifically Amna and Sirtica blends.

Winfield will purchase the remaining 150,000 b/d from other sources where the crude oil is heavier than the Libyan blends and where the corresponding discounts support better refinery economics.

The sale of the crude oil by NOC to Winfield shall be in accordance with NOC’s general terms and conditions, at official international market prices.

This feed stock supply arrangement is valid until March 20, 2009, and may be extended upon approval by the NOC provided that during that period Winfield continues to execute its implementation strategy which would include environmental impact studies, critical path project plan definition, detailed process design, licensor selection, contractor selection, EPC project execution, and initiation of the refinery.

Winfield has engaged Devereux Project Finance of London UK (“DPF”) to act as the Company’s project finance consultant, to source, negotiate and arrange an acceptable offer of finance for the engineering, construction and operation of the proposed oil refinery.

Tunisia

Winfield has made application to build, own and operate a greenfields, stand alone 300,000 barrel per day oil refinery in the tax free Port of Zarzis in the Republic of Tunisia. Winfield is seeking a crude oil supply agreement from the National Oil Corporation of Libya.

Morocco

Winfield has made application to build, own and operate a greenfields, stand alone 300,000 barrel per day oil refinery in the Kingdom of Morocco. Winfield is seeking a crude oil supply agreement from Sonangol, the Angolan State Oil Company.

Enhanced Oil Recovery

Winfield complements its primary business of refining with enhanced oil recovery (“EOR”) activities. This second business creates additional feed stock for refining.

Winfield has acquired D + S Engineering of Calgary, Alberta, to provide oversight and management of new EOR opportunities.

Winfield has entered into a joint venture arrangement with Creative Energy Systems (CES) of Edmonton, Alberta, to exploit waste oil deposits for recovery to refinery feedstock’s. The commercial terms agreed upon have Winfield holding an undivided 60% ownership interest to CES’s 40%. CES is to operate the assets in place and be responsible for the day to day management. After debt retirement Winfield or nominee will control the asset. All equipment will be of new manufacture or retrofitted to new standards. Construction will fall under ASME Spec. (American Society Mechanical Engineering); CWB (Canadian Welding Bureau) and ABS (American Bureau of Shipping)

Other Business

TDI Technologies of Edmonton, Alberta, has prepared for Winfield a full feasibility report on the proposed High Level, Alberta, fuel ethanol facility. Winfield is seeking debt finance to build a feedlot-ethanol facility near High Level, Alberta.

Narrative Description of the Business

Winfield’s primary business is the engineering, procuring, construction and management of standalone crude oil refineries. High commodity prices and low interest rates are the drivers behind this business direction.

The overall economics or viability of a refinery depends on the interaction of three key elements: (i) the choice of crude oil used (crude slates); (ii) the complexity of the refining equipment (refinery configuration); and (iii) the desired type and quality of products produced (product slate).

Refinery utilization rates and environmental considerations also influence refinery economics. Using more expensive crude oil (lighter, sweeter) requires less refinery upgrading but supplies of light, sweet crude oil are decreasing and the differential between heavier and more sour crude is increasing. Using cheaper heavier crude oil means more investment in upgrading processes.

Payback periods for refinery processing units must be weighed against anticipated crude oil costs and the projected differential between light and heavy crude oil prices.

Crude slates and refinery configurations must take into account the type of products that will ultimately be needed in the marketplace.

The quality specifications of the final products are also increasingly important as environmental requirements become more stringent.

Winfield has identified a site at Nouakchott, Mauritania to construct and operate a 300,000 barrel per day oil refinery.

Winfield has engaged KBC Process Technology Ltd. of Surrey, UK, under a Services Agreement (dated November 12, 2007), to provide consulting services and technical support to include refinery configuration review; refinery product yields and qualities; marketing plans; technology selection and licensor selection; energy efficiency review; project design basis document review and project schedule strategy review.

KBC has also been engaged to create a bankable feasibility report to within +/-10% final project costs

KBC is the leading independent refining and petrochemical consultancy group, operating worldwide, providing specialized services and software designed to improve the competitive position of our clients in the hydrocarbon processing industry.

KBC has worked closely with over 300 refinery clients in areas including yield and energy efficiency improvement; loss control and value recovery; planning, economics and scheduling; reliability, availability and maintenance; risk analysis; operations and technical support; process design services and human performance improvement.

KBC’s simulation capability and refining expertise enables the generation of optimum capital solutions for new refinery projects of this type, with high return on capital employed, and minimum operational lifecycle costs.

KBC’s approach is to study the entire complex as a whole using our unique combination of extensive refining expertise and world-leading simulation tools. This approach enables inter-unit synergies and trade-offs to be evaluated effectively and in detail ensuring the right investment decision is made. KBC’s TotalSite approach focuses on smart, low-cost investments that would enable project objectives to be met while minimizing capital investment.

Winfield has negotiated a feedstock arrangement with Macron Petroleum Company Limited to provide the Nouakchott, Mauritanian oil refinery with 300,000 barrels per day of Venezuelan crude oil, at a US$9 discount per barrel.

Winfield has outsourced its project finance functions to Devereux Project Finance of London, UK, to act as Winfield’s project finance consultant, to source, negotiate and arrange an acceptable offer of finance for the engineering, construction and operation of the proposed oil refinery.

Devereux Project Finance is a private equity finance consultancy who is located in London and Buckinghamshire. Their partners have been in structured finance since 1987.

Devereux Project Finance’s core competence lies in identifying the real needs of our clients, arranging project senior debt and equity finance; assisting with initial project administration whilst delivering overall client satisfaction by executing our best-in-class services.

Devereux Project Finance offer various consultancy services to assist our clients with the success of their projects such as planning consultants; full project or interim management and risk analysis which is a process that brings together the consequences and frequency of adverse scenarios to estimate the level of risk.

Devereux Project Finance’s funds are sourced globally which includes debt or equity participators.

Devereux Project Finance offers a wide range of advisory services for projects including financial modeling.

Devereux provides optimal financing structures incorporating credit and asset support, interim and permanent capital, and deliver broad investor support for successful financings. Devereux’s experience gives them the ability to develop, analyze and negotiate optimal financing and project support structures.

Enhanced Oil Recovery

In parallel with its refinery initiatives Winfield Resources Limited is pursuing enhanced oil recovery activities (“EOR”). This second business creates additional feed stocks for refining.

Winfield Resources Limited is focused on "Discovered Reserve Opportunities".

Winfield Resources Limited corporate focus is to acquire or jointly develop oil properties on which substantial acquisition, exploration and development expenditures have been made, where there is a significant exploitable resource, and where there is excellent infill drilling potential.

Our mandate is to enter into production sharing agreements with North African Oil Companies and bring technology, systems and oversight to reactivate underperforming or shut-in oil fields that have determinate recoverable reserves.

Winfield Resources Limited has acquired D + S Engineering of Calgary, Alberta, to provide oversight and management of new EOR opportunities. The D&S Group brings over 50 years of combined engineering experience in the Oil and Gas industry and offers professional, technical and management services in Reservoir Engineering, Geological Services, Facility Design and Project Management in the petroleum industry.

Winfield Resources Limited has entered into a joint venture arrangement with Creative Energy Systems (CES) of Edmonton, Alberta, to exploit waste oil deposits for recovery to refinery grade feedstock’s. Winfield is currently exploring opportunities in North Africa for waste oil remediation.

Fuel Ethanol

Winfield is also seeking an entry into the fuel ethanol industry. In 2007 Winfield engaged TDI Technologies of Edmonton,

Alberta to prepare a full feasibility report for the creation of a ethanol – feedlot facility to be located near High Level, Alberta.

The High Level report is based on an earlier TDI Technology design basin Poundmaker, Saskatchewan.

The Poundmaker facility use wheat as its feedstock and extends the food chain by combining a 25,000 cattle feedlot, using

The protein portion of the wheat kernel, with a fuel ethanol capability, using the starch component of the wheat kernel. This

approach distinguishes itself from the corn based ethanol plants that compete directly with corn derived foodstuffs.

The Government of Canada has mandated that by 2010, 5% of all motor vehicle fuel retailed in Canada must contain 5% Ethanol, which would raise national demand to 3 billion litres (bl) a year.