GAU (GAU)

Exchange Rates The following tables present for the periods indicated, certain rates of exchange for Canadian dollars in terms of U.S. dollars (based on the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York): Table No. 4 U.S. Dollar/Canadian Dollar Period Average High Low Close Fiscal Year Ended March 31, 2011 $0.93 $1.03 $1.00 $1.02 Fiscal Year Ended March 31, 2010 $1.09 $1.26 $1.01 $1.02 Fiscal Year Ended March 31, 2009 $1.13 $1.30 $0.98 $1.26 Fiscal Year Ended March 31, 2008 $1.03 $1.16 $0.92 $1.03 Fiscal Year Ended March 31, 2007 $1.14 $1.19 $1.10 $1.15 2 Dec.

2010 Jan. 2011 Feb. 2011 Mar. 2011 Apr. 2011 May 2011 Average $1.01 $0.99 $0.99 $0.98 $0.96 $0.97 High $1.02 $1.00 $1.00 $0.99 $0.97 $0.98 Low $1.00 $0.99 $0.97 $0.97 $0.96 $0.95 Close $1.00 $1.00 $0.97 $0.97 $0.95 $0.97 The rate of exchange for the Canadian dollar to the U.S. dollar on May 31, 2011 was US$1.00 = 0.97 Cdn$. Item 3.

B. Capitalization and Indebtedness No disclosure required. Item 3. C. Reasons for the Offer and Use of Proceeds No disclosure required. Item 3.

D. Risk Factors Before making an investment decision, you should carefully consider the risks and uncertainties described below as well as the other information contained and incorporated by reference in this annual report. These risks and uncertainties are not the only ones facing us, additional risks and uncertainties not presently known to us or that we currently consider immaterial may also impair our business operations. If any of such risks actually occur, our business, prospects, financial condition, cash flows and operating results could be materially adversely affected. A lawsuit is on-going in Ghana wherein the plaintiff seeks to reclaim Keegan Ghana’s interests in its principal mineral property, the Esaase Concession.

As more particularly described under “Item 8. A.7 Legal Proceedings – Esaase Lawsuit”, Sametro Company Limited (“Sametro”), a predecessor in interest of Keegan Ghana to the Esaase Concession, has commenced a lawsuit in Ghana seeking to recover Sametro’s interests in the Esaase Concession. While Keegan Ghana is confident in its legal position, lawsuits are inherently uncertain, an unfavourable ruling in the lawsuit could deprive Keegan Ghana of its most material asset, which would have severe adverse consequences on the value of the Company. Should Sametro succeed with the interlocutory application, Keegan Ghana would be required to halt exploration activities on the Esaase Property, delaying Keegan’s exploration program. Such delay could have a material adverse effect on the value of the Company.

Market Conditions may affect Keegan’s ability to raise further capital. Capital market disruptions, as recently experienced in 2008 and 2009, have a significant material adverse impact on companies in many sectors of the economy and can significantly limit access to capital and credit. […]

The Company is also exposed to liquidity risks in meeting its operating and capital expenditure requirements in instances where cash positions are unable to be maintained or appropriate financing is unavailable. These factors may impact the ability of the Company to obtain loans and other credit facilities in the future and on favourable terms. 3 Keegan’s mineral properties may not contain any ore reserves or any known body of economic mineralization. While there are bodies of mineralization on the Esaase Property, and although Keegan has completed core drilling programs within, and adjacent to, the deposits to determine measured, indicated and inferred mineral resources there are currently no known reserves or body of commercially viable ore and the Esaase Property must be considered an exploration prospect only.

Avg. Shares (000) 49,178 38,019 28,233 24,605 15,595 Period-End Shares (000) 74,885 45,047 28,505 27,468 22,808 Working Capital $224,459 $47,995 $2,504 $15,064 $13,907 Resource Properties $74,843 $41,123 $30,358 $19,105 $7,198 Long-Term Debt Nil Nil Nil Nil Nil Capital Stock 314,408 $104,887 $43,096 $40,489 $25,459 Shareholders’ Equity $295,077 $89,386 $33,065 $34,293 $21,142 Total Assets $304,916 $90,534 $33,718 $34,670 $21,494 US GAAP Net Loss ($44,988) ($17,738) ($15,234) ($14,549) ($9,661) Loss Per Share ($0.91) ($0.47) ($0.54) ($0.59) ($0.62) Resource Properties $4,165 $2,975 $2,975 $2,779 $1,105 Shareholders’ Equity $224,379 $51,238 $5,682 $17,968 $15,049 Total Assets $234,218 $52,386 $6,335 $18,344 $15,401 We have not declared or paid any dividends in the past and also do not expect to do so in the foreseeable future.

Exchange Rates The following tables present for the periods indicated, certain rates of exchange for Canadian dollars in terms of U.S. dollars (based on the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York): Table No. 4 U.S. Dollar/Canadian Dollar Period Average High Low Close Fiscal Year Ended March 31, 2011 $0.93 $1.03 $1.00 $1.02 Fiscal Year Ended March 31, 2010 $1.09 $1.26 $1.01 $1.02 Fiscal Year Ended March 31, 2009 $1.13 $1.30 $0.98 $1.26 Fiscal Year Ended March 31, 2008 $1.03 $1.16 $0.92 $1.03 Fiscal Year Ended March 31, 2007 $1.14 $1.19 $1.10 $1.15 2 Dec.

2010 Jan. 2011 Feb. 2011 Mar. 2011 Apr. 2011 May 2011 Average $1.01 $0.99 $0.99 $0.98 $0.96 $0.97 High $1.02 $1.00 $1.00 $0.99 $0.97 $0.98 Low $1.00 $0.99 $0.97 $0.97 $0.96 $0.95 Close $1.00 $1.00 $0.97 $0.97 $0.95 $0.97 The rate of exchange for the Canadian dollar to the U.S. dollar on May 31, 2011 was US$1.00 = 0.97 Cdn$. Item 3.

B. Capitalization and Indebtedness No disclosure required. Item 3. C. Reasons for the Offer and Use of Proceeds No disclosure required. Item 3.

D. Risk Factors Before making an investment decision, you should carefully consider the risks and uncertainties described below as well as the other information contained and incorporated by reference in this annual report. These risks and uncertainties are not the only ones facing us, additional risks and uncertainties not presently known to us or that we currently consider immaterial may also impair our business operations. If any of such risks actually occur, our business, prospects, financial condition, cash flows and operating results could be materially adversely affected. A lawsuit is on-going in Ghana wherein the plaintiff seeks to reclaim Keegan Ghana’s interests in its principal mineral property, the Esaase Concession.

As more particularly described under “Item 8. A.7 Legal Proceedings – Esaase Lawsuit”, Sametro Company Limited (“Sametro”), a predecessor in interest of Keegan Ghana to the Esaase Concession, has commenced a lawsuit in Ghana seeking to recover Sametro’s interests in the Esaase Concession. While Keegan Ghana is confident in its legal position, lawsuits are inherently uncertain, an unfavourable ruling in the lawsuit could deprive Keegan Ghana of its most material asset, which would have severe adverse consequences on the value of the Company. Should Sametro succeed with the interlocutory application, Keegan Ghana would be required to halt exploration activities on the Esaase Property, delaying Keegan’s exploration program. Such delay could have a material adverse effect on the value of the Company.

Market Conditions may affect Keegan’s ability to raise further capital. Capital market disruptions, as recently experienced in 2008 and 2009, have a significant material adverse impact on companies in many sectors of the economy and can significantly limit access to capital and credit. […]

“Operating and Financial Review and Prospects” of this annual report. Our financial statements have been prepared in accordance with Canadian GAAP in Canadian dollars. Note 16 to the annual financial statements included herein provides descriptions of material measurement differences between Canadian GAAP and US GAAP as they relate to us and a reconciliation of our financial statements to US GAAP. 1 Table No. 3 Selected Financial Data (CDN$ in 000, except per share data) Year Ended March 31, 2011 Year Ended March 31, 2010 Year Ended March 31, 2009 Year Ended March 31, 2008 Year Ended March 31, 2007 CANADIAN GAAP Revenue Nil Nil Nil Nil Nil Expenses ($12,785) ($6,943) ($3,619) ($4,170) ($3,641) Other Income (Expenses) ($126) ($30) ($557) ($146) ($740) Loss for the Period ($12,910) ($6,973) ($4,176) ($4,316) ($4,381) Loss Per Share ($0.26) ($0.18) ($0.15) ($0.17) ($0.28) Wtg.

Avg. Shares (000) 49,178 38,019 28,233 24,605 15,595 Period-End Shares (000) 74,885 45,047 28,505 27,468 22,808 Working Capital $224,459 $47,995 $2,504 $15,064 $13,907 Resource Properties $74,843 $41,123 $30,358 $19,105 $7,198 Long-Term Debt Nil Nil Nil Nil Nil Capital Stock 314,408 $104,887 $43,096 $40,489 $25,459 Shareholders’ Equity $295,077 $89,386 $33,065 $34,293 $21,142 Total Assets $304,916 $90,534 $33,718 $34,670 $21,494 US GAAP Net Loss ($44,988) ($17,738) ($15,234) ($14,549) ($9,661) Loss Per Share ($0.91) ($0.47) ($0.54) ($0.59) ($0.62) Resource Properties $4,165 $2,975 $2,975 $2,779 $1,105 Shareholders’ Equity $224,379 $51,238 $5,682 $17,968 $15,049 Total Assets $234,218 $52,386 $6,335 $18,344 $15,401 We have not declared or paid any dividends in the past and also do not expect to do so in the foreseeable future.

Exchange Rates The following tables present for the periods indicated, certain rates of exchange for Canadian dollars in terms of U.S. dollars (based on the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York): Table No. 4 U.S. Dollar/Canadian Dollar Period Average High Low Close Fiscal Year Ended March 31, 2011 $0.93 $1.03 $1.00 $1.02 Fiscal Year Ended March 31, 2010 $1.09 $1.26 $1.01 $1.02 Fiscal Year Ended March 31, 2009 $1.13 $1.30 $0.98 $1.26 Fiscal Year Ended March 31, 2008 $1.03 $1.16 $0.92 $1.03 Fiscal Year Ended March 31, 2007 $1.14 $1.19 $1.10 $1.15 2 Dec.

2010 Jan. 2011 Feb. 2011 Mar. 2011 Apr. 2011 May 2011 Average $1.01 $0.99 $0.99 $0.98 $0.96 $0.97 High $1.02 $1.00 $1.00 $0.99 $0.97 $0.98 Low $1.00 $0.99 $0.97 $0.97 $0.96 $0.95 Close $1.00 $1.00 $0.97 $0.97 $0.95 $0.97 The rate of exchange for the Canadian dollar to the U.S. dollar on May 31, 2011 was US$1.00 = 0.97 Cdn$. Item 3.

B. Capitalization and Indebtedness No disclosure required. Item 3. C. Reasons for the Offer and Use of Proceeds No disclosure required. Item 3.

D. Risk Factors Before making an investment decision, you should carefully consider the risks and uncertainties described below as well as the other information contained and incorporated by reference in this annual report. These risks and uncertainties are not the only ones facing us, additional risks and uncertainties not presently known to us or that we currently consider immaterial may also impair our business operations. If any of such risks actually occur, our business, prospects, financial condition, cash flows and operating results could be materially adversely affected. A lawsuit is on-going in Ghana wherein the plaintiff seeks to reclaim Keegan Ghana’s interests in its principal mineral property, the Esaase Concession.

As more particularly described under “Item 8. A.7 Legal Proceedings – Esaase Lawsuit”, Sametro Company Limited (“Sametro”), a predecessor in interest of Keegan Ghana to the Esaase Concession, has commenced a lawsuit in Ghana seeking to recover Sametro’s interests in the Esaase Concession. While Keegan Ghana is confident in its legal position, lawsuits are inherently uncertain, an unfavourable ruling in the lawsuit could deprive Keegan Ghana of its most material asset, which would have severe adverse consequences on the value of the Company. Should Sametro succeed with the interlocutory application, Keegan Ghana would be required to halt exploration activities on the Esaase Property, delaying Keegan’s exploration program. Such delay could have a material adverse effect on the value of the Company.

Market Conditions may affect Keegan’s ability to raise further capital. Capital market disruptions, as recently experienced in 2008 and 2009, have a significant material adverse impact on companies in many sectors of the economy and can significantly limit access to capital and credit. […]