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Medinah Minerals Shareholder Letter
June 10,2005

Dear Shareholders:

On December 20, 2004, Management posted updates on the Company website relative to mandated actions that were undertaken as a result of the Shareholders’ directions from the Annual General Meeting of the Company shareholders held May 17, 2004. Specifically, one of the issues included information on the settlement of the majority of the outstanding debts of the Company. Certain questions, statements and allegations have been postulated over the past several weeks that now require further explanation as to Management's position on these claims and clarification of the claims themselves.

Subsequent to the AGM in May 2004, Management approached all of the major creditors of Medinah Minerals, Inc. and requested their permission to negotiate a settlement of their verified debts, during the time that Management would be in Chile renegotiating the status of the properties. The majority of the confirmed creditors agreed to this, and their claims were settled by contract, outside of Medinah Minerals, Inc., therefore, directly relieving Medinah of major debt obligations.

Two creditors, Gordon House and Russell Godwin, exercised their right to refuse this offer to settle and failed to provide documentation to prove their claims. The requests for documentation substantiating their debt claims reverted back to mid-2002, when the Company was updating its Financial Statements. The Manager for Legal Affairs at that time, Les Price, requested the required backup documentation for the Company records. Mr. Godwin and Mr. House chose not to provide the documentation requested. During many subsequent conversations, Mr. House and Mr. Godwin were reminded of the need to rectify the situation. When Sr. Quijano became a Board member in January 2003, the other two Directors had a responsibility to provide him with information regarding any and all Management issues that had been dealt with by the previous two-member Board. The Bylaws of the Company state, that in order for a Board of Directors to be duly constituted, it must consist of three members. During the first four months after the AGM of September of 2002, there was no duly constituted Board of Directors.

Legal advice was sought regarding this issue. The Directors were advised of and shown the revised Nevada Statutes and Bylaws of the Company that provide their right to continue to act in the best interests of the Company and perform such duties as were required providing that; when a third member was appointed to the Board, proper Directors Resolutions be passed at a duly constituted meeting of the Board, ratifying all of the prior acts of the original two Directors. No such meeting was held. Sr. Quijano was not consulted as to the approval of Management contracts for Mr. House and Mr. Godwin, or any other issue, and therefore no Directors Resolutions were passed. This issue was to have been presented to the shareholders at the AGM in May of 2004, providing a list of the acts in question and requesting their approval. No such motion was brought by the two Directors who were present at that meeting. Mr. House and Mr. Godwin had many opportunities to ratify and record their Management contracts, as well as any other debt claims that they may have had, but they did not. Their claims, therefore, have not yet been, or can be, dealt with due to the existing circumstances. Eventual litigation in the State of Nevada, may become necessary to find resolution of the issues.

Mr. Les Price has written and e-mailed both parties many times requesting their employment contract, Directors Resolutions, and/or any other information that validates their claims. To date, Management has never received documentable proof, or a response from either party.

Mr. Price then suggested to the Board of Directors that a Committee, excluding himself, be set up to investigate, verify and deal with the outstanding claims. This was done and headed by Gregory A. Chapin, Director. Mr. Chapin attempted to contact both parties in an effort to deal with these claims. Again, there was no response.

Taking this one more step to attempt a resolution without assistance from Mr. House and Mr. Godwin, Mr. Price asked Juan José Quijano, President, if he had copies of the employment contracts as he was a Director at the time in question and would have necessarily had to approve them. Sr. Quijano stated that he has never seen or approved any contracts or resolutions applicable to their claims.

Mr. Godwin blames Mr. Price and Mr. Quijano for the failure of the Company to satisfy these claims. Clearly, the fault is his failure to account appropriately for his claims by way of documentation as reasonably and extensively requested by the Company. The Company's efforts are fully documented.

The Board of Directors and Company management finds it necessary to provide this information because of recent events involving Mr. Godwin. Mr. Godwin has made several unsubstantiated and slanderous comments about Mr. Price and Sr. Quijano. He has made these comments in writing to third parties unrelated to the Company. These writings are in the possession of the Company and several other people. An associate of Mr. Godwin is also making and publishing uncomplimentary and potentially libelous comments about the Company and its Directors without facts to back up his statements. Now that this information is posted any such further comments will be taken seriously and addressed.

The Board of Directors and Company Management are unanimous in expressing their condolences to the family of Gordon House who passed away May 22, 2005 after a long battle with cancer. The Company will deal promptly with the Executor of Mr. House’s estate regarding the fees for his professional services that have never been in question. Mr. House and the Company reached an arrangement on that issue when he was still a Director and Vice President of Exploration of Medinah.

June 10, 2005

 

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