FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

For the month of August, 2004

CREAM MINERALS LTD.

(Translation of registrant's name into English)

Suite 1400 - 570 Granville Street Vancouver, B.C.  V6C 3P1

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F_X__   Form 40-F        

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes .....  No ..X...

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):  82-________

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Cream Minerals Ltd

(Registrant)

By:/s/ Rodrigo Romo

(Signature)

Rodrigo A. Romo, Legal Assistant

Date: September 9, 2004

CREAM MINERALS LTD.

1400 - 570 Granville Street

Vancouver, B.C.  Canada  V6C 3P1

www.creamminerals.com

August 6, 2004

Ticker Symbol:    CMA: TSX Venture Exchange

CRMXF: OTC Bulletin Board

CREAM'S NUEVO MILENIO PROPERTY - INDEPENDENT GEOLOGIST REPORT

In late April 2004, Cream Minerals Ltd. (CMA - TSX Venture Exchange) engaged the services of two independent geologists, Mr. Steve Zahoney, MSc. in Geology, Ohio State University 1967, and Dr. George Gale, Ph.D. in Geology, Durhum University, England, 1971. (Refer to releases dated May 5^th and June 15, 2004)

Mr. Zahoney's assignment was to conduct detailed surface mapping over the three principal alteration zones of the Nuevo Milenio Property and to render a general evaluation of the project potential.  Dr. Gale's assignment was to undertake an orientation survey to determine the practical application of using Rare Earth Elements in identifying the chemical signature over the core areas of the property.

In an interim report, Mr. Zahoney reported that a limited number of drill holes have now probed all of the significant veined zones and, in general, they have been placed well and efficiently.  His initial recommendations include further drilling, especially at depth, of all three zones, plus further prospecting.

Dr. Gale's completed report is expected at the end of August 2004.  His initial comments are, that in essence, the Enzyme Leach process works well in this environment.  It picks out the vein systems and narrows the targets down to single or two sample anomalies over the tested areas, which included San Miguel, Once Bocas and Chacuaco.  He notes one surprise is the presence of an unknown strong zinc and lead anomaly to the west of Once Bocas, but no gold.  The largest concentration of veins is in the Chacuaco area, including an undrilled vein at the base of Chacuaco Hill.  The Cafetal Zone has the broadest gold halo in the section samples (in the order of over 100 metres across) but plotting indicates recent drilling (DDH 14/15-03) at the western edge may not have intersected it.

Further work has been deferred pending receipt of their final reports and the end of the rainy season expected to be in late September.

For more information on Cream Minerals Ltd. and its projects, please visit www.creamminerals.com.

Frank A. Lang, BA, MA, P.Eng.
President & CEO

For further information please contact:

Renmark Financial Communications Inc.
Tel:  (514) 939-3989  Fax: (514) 939-3717
Neil Murray-Lyon - Email: [email protected]
Sylvain Laberge - Email: [email protected]

OR

Malcolm Powell, Investor Relations
Tel:  (604) 277-1752  Fax: (604) 687-4212
Email: [email protected]

No regulatory authority has approved or disapproved the information contained in this news release.

CREAM MINERALS LTD.

Suite 1400 - 570 Granville Street

Vancouver, B.C.  V6C 3P1

www.creamminerals.com / www.langmining.com

August 11, 2004

Ticker Symbol:  CMA-TSX Venture

SEC 12g3-2(b):  82-4741

ADDITIONAL SAMPLING RETURNS MORE HIGH-GOLD GRADES

GOLDSMITH PROPERTY, BC

Cream Minerals Ltd. (CMA-TSX Venture) is pleased to announce that it is has now received rock and soil sample results from its Goldsmith Property, located near Kaslo in southeastern British Columbia.  The current sampling program is focused on defining the mineralizing structures and horizons which host very high-grade gold mineralization found throughout the property.  The program is under the supervision of Ms. Linda Dandy, P.Geol. of P&L Geological Consultants.  Ms. Dandy is the Company's "Qualified Person" for the purpose of National Instrument 43-101.

At each of the various historic workings noted in the following table (i.e. Bullock, Goldsmith, Lucky Jack, Crown King, Big Hope, Rio Tinto, Ophir, Telluride) quartz vein systems were located and sampled, where accessible.  In many instances the workings occur in areas with abundant, often 0.5 to 1.5 metre wide, sub-parallel quartz veins.  Generally a series of smaller vein networks is visible crossing these main vein systems, and at the intersections of these veins very high-grade gold values can be obtained.  From the limited sampling done to date, it appears that the main, larger vein systems tend to exhibit fairly consistent gold values ranging up to 5 g/t gold (with about 2 g/t being average).  The presence of high-grade gold pockets along these vein systems will greatly influence the overall grade found in these historic workings.

In 2003, grab sampling of mineralization from the waste dump piles from the historic Lucky Jack, Goldsmith and Bullock workings returned high gold and silver assays (see News Releases dated July 22 and December 10, 2003).  The current program is designed to locate the veins or stockwork systems responsible for the previously identified high-grade gold mineralization.  Also, additional historic workings were located and sampled with very encouraging results.  The top portion of the following table shows the new 2004 assay results and for completeness, the lower portion of the table has some of the significant 2003 assay results.

2

A small soil sampling grid consisting of four short grid lines spaced 50 metres apart, with soil samples collected at 20 metre stations along the lines, was put in between the historic Crown King and Goldsmith workings along the expected trace of the mineralizing structure.  This small grid was run in order to test the viability of soil sampling in areas with limited outcrop exposure.  Extremely high gold values in the soil samples were obtained along the projected strike of the mineralizing structures.  Of the 20 soil samples collected 7 were greater than 199 ppb gold, with the highest values being 1,676 and 2,145 ppb gold.

Due to the encouraging gold soil results, work will commence immediately to expand the soil survey grid.  This expanded grid will cover an area of 2.8 x 2.2 kilometres, over the main part of the historic workings.  Once the grid is in place, soil sampling, geological mapping and geophysical surveying will be completed over the grid area in order to define targets for follow up trenching and drilling programs.

Frank A. Lang, BA, MA, P.Eng.
President & CEO

For further information please contact:

Renmark Financial Communications Inc.                           OR                                 Malcolm Powell, Investor Relations
Tel:  (514) 939-3989  Fax: (514) 939-3717                                                                        Tel:  (604) 277-1752  Fax: (604) 687-4212
Neil Murray-Lyon - Email: [email protected]                                            Email: [email protected]
Sylvain Laberge - Email: [email protected]

No regulatory authority has approved or disapproved the information contained in this news release

3

CREAM MINERALS LTD.

Suite 1400 - 570 Granville Street

Vancouver, B.C.  V6C 3P1

www.creamminerals.com

August 30, 2004

OTC Bulletin Board

Symbol:  CRMXF

U.S. 20-F Registration

TSX Venture Exchange

Symbol:  CMA

CREAM MINERALS ANNOUNCES FIRST QUARTER RESULTS

Cream Minerals Ltd. (CMA - TSX Venture) announces that during the three months ended June 30, 2004 ("fiscal 2005"), a loss of $183,911 ($0.01 per share) was incurred compared to a loss of $43,781 ($0.00 per share) in the three months ended June 30, 2003 ("fiscal 2004").  In fiscal 2005, corporate general and administrative costs totalled $184,484 compared to $43,800 in fiscal 2004.  The increase was primarily due to stock-based compensation valued using the Black-Scholes method of $102,427 recorded in fiscal 2005, compared to $721 of stock-based compensation in fiscal 2004.  Property write-downs of $9,807 in fiscal 2004 relate to the Raven property.  Cash expenditures on mineral property interests in the three months ended June 30, 2004, total $395,629, which compares to $49,644 in the three months ended June 30, 2003.  The expenditures in both years were primarily on the Company's Nuevo Milenio project in Mexico.  

At June 30, 2004, Cream Minerals had working capital of $602,778.

A 2,800-meter diamond-drilling program was completed on the Nuevo Milenio property in Mexico in fiscal 2005.  For more information about Cream Minerals and the Nuevo Milenio property, please visit our website at www.creamminerals.com.

Frank A. Lang, BA, MA, P. Eng.

President & CEO

For further information please contact:

Renmark Financial Communications Inc.                           OR                                 Malcolm Powell, Investor Relations
Tel:  (514) 939-3989  Fax: (514) 939-3717                                                                        Tel:  (604) 277-1752  Fax: (604) 687-4212
Neil Murray-Lyon - Email: [email protected]                                            Email: [email protected]
Sylvain Laberge - Email: [email protected]

No regulatory authority has approved or disapproved the information contained in this news release

CREAM MINERALS LTD.

Suite 1400 - 570 Granville Street
Vancouver, British Columbia,  V6C 3P1

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting (the "Meeting") of the members ("Shareholders") of CREAM MINERALS LTD. (the "Company") will be held at the Strathcona Room of the Four Seasons Hotel, 791 West Georgia Street, Vancouver, British Columbia, on September 21, 2004, at the hour of 1:30 p.m., Vancouver time, for the following purposes:

1.

To receive and consider the report of the directors and the consolidated financial statements of the Company together with the auditor's report thereon for the financial year ended March 31, 2004.

2.

To fix the number of directors at six.

3.

To elect directors for the ensuing year.

4.

To appoint the auditor for the ensuing year and authorize the directors to fix the remuneration to be paid to the auditor.

5.

To consider and if thought advisable authorize the directors in their discretion and subject to regulatory approval, and compliance with the policies of the TSX Venture Exchange to issue, in one or more private placements, such number of securities that exceeds 25% of the total number outstanding as at August 12, 2004, all as more fully set forth in the Information Circular accompanying this Notice of Meeting.

6.

To consider and if thought advisable, to pass an ordinary resolution of the Disinterested Shareholders of the Company to reconstitute the Company's current Stock Option Plan by increasing the number of shares issuable under the Plan from 2,685,000 to 4,750,000 shares, as more fully set forth in the Information Circular accompanying this Notice of Meeting.

7.

To consider and if thought fit to pass a Special Resolution to alter the Notice of Articles to remove the application of the Pre-Existing Company Provisions and to change the authorized capital of the company from 500,000,000 shares to an unlimited number of common shares without par value, as set forth in the Information Circular accompanying this Notice of Meeting.

8.

To transact such further or other business as may properly come before the Meeting and any adjournments thereof.

An Information Circular and a copy of the audited consolidated financial statements of the Company for the year ended March 31, 2004, and the auditor's report thereon, accompany this Notice.  The Information Circular contains details of matters to be considered at the Meeting and is deemed to form part of this Notice.

If you are unable to attend the Meeting in person, and wish to ensure that your shares will be voted at the Meeting, please complete, sign and date the enclosed proxy form and deliver it by fax, hand or mail in accordance with the instructions set out in the proxy form and Information Circular.

DATED this 18^th day of August, 2004.

BY ORDER OF THE BOARD

"Frank A. Lang"

Frank A. Lang, President

CREAM MINERALS LTD.
#1400 - 570 Granville Street
Vancouver, British Columbia
V6C 3P1

INFORMATION CIRCULAR

(As at July 31, 2004, except as indicated)

This information circular is furnished in connection with the solicitation of proxies by the management of Cream Minerals Ltd. (the "Company") for use at the annual general meeting of the Company to be held on September 21, 2004, and at any adjournments thereof (the "Meeting").  Unless the context otherwise requires, references to the Company include the Company and its subsidiaries.  The solicitation will be conducted by mail and may be supplemented by telephone or other personal contact to be made without special compensation by officers and employees of the Company.  The cost of solicitation will be borne by the Company.

APPOINTMENT OF PROXYHOLDER

A duly completed form of proxy will constitute the person(s) named in the enclosed form of proxy as the shareholder's proxyholder.  The persons whose names are printed in the enclosed form of proxy for the Meeting are officers or Directors of the Company (the "Management Proxyholders").

A shareholder has the right to appoint a person other than a Management Proxyholder, to represent the shareholder at the Meeting by striking out the names of the Management Proxyholders and by inserting the desired person's name in the blank space provided or by executing a proxy in a form similar to the enclosed form.  A proxyholder need not be a shareholder.

VOTING BY PROXY

Shares of the Company (the "Shares") represented by properly executed proxies in the accompanying form will be voted or withheld from voting on each respective matter in accordance with the instructions of the member (the "shareholder") on any ballot that may be called for.

If no choice is specified and one of the Management Proxyholders is appointed by a shareholder as proxyholder, such person will vote in favour of the matters proposed at the Meeting and for all other matters proposed by management at the Meeting.

The enclosed form of proxy also confers discretionary authority upon the person named therein as proxyholder with respect to amendments or variations to matters identified in the Notice of the Meeting and with respect to other matters which may properly come before the Meeting.  At the date of this Information Circular, management of the Company knows of no such amendments, variations or other matters to come before the Meeting.

COMPLETION AND RETURN OF PROXY

Completed forms of proxy must be delivered to the office of the Company's registrar and transfer agent, Computershare Trust Company of Canada by mail in the enclosed self-addressed envelope or failing that, by mail or by hand at 9^th Floor, 100 University Avenue, Toronto, ON, Canada, M5J 2Y1, or by fax to 1-

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(866) 249-7775, not later than forty-eight (48) hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting, unless the chairman of the Meeting elects to exercise his discretion to accept proxies received subsequently.

NON-REGISTERED HOLDERS

Only registered shareholders or duly appointed proxyholders are permitted to vote at the Meeting.  Most shareholders of the Company are "non-registered" shareholders because the Shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the Shares.  More particularly, a person is not a registered shareholder in respect of Shares which are held on behalf of that person (the "Non-Registered Holder") but which are registered either: (a) in the name of an intermediary (an "Intermediary") that the Non-Registered Holder deals with in respect of the Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSP's, RRIFs, RESPs and similar plans); or (b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited ("CDS")) of which the Intermediary is a participant.  In accordance with the requirements of National Instrument 54-101 of the Canadian Securities Administrators, the Company has distributed copies of the Notice of Meeting, this Information Circular and the Proxy (collectively, the "Meeting Materials") to the clearing agencies and Intermediaries for onward distribution to Non-Registered Holders.

Intermediaries are required to forward the Meeting Materials to Non-Registered Holders unless a Non-Registered Holder has waived the right to receive them.  Very often, Intermediaries will use service companies to forward the Meeting Materials to Non-Registered Holders.  Generally, Non-Registered Holders who have not waived the right to receive Meeting Materials will either:

(a)

be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of Shares beneficially owned by the Non-Registered Holder but which is otherwise not completed.  Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the Non-Registered Holder when submitting the proxy.  In this case, the Non-Registered Holder who wishes to submit a proxy should otherwise properly complete the form of proxy and deliver it to Computershare Trust Company of Canada as provided above; or

(b)

more typically, be given a voting instruction form which is not signed by the Intermediary, and which, when properly completed and signed by the Non-Registered Holder and returned to the Intermediary or its service company, will constitute voting instructions (often called a "proxy authorization form") which the Intermediary must follow.  Typically, the proxy authorization form will consist of a one page pre-printed form.  Sometimes, instead of the one page pre-printed form, the proxy authorization form will consist of a regular printed proxy form accompanied by a page of instructions which contains a removable label containing a bar-code and other information.  In order for the form of proxy to validly constitute a proxy authorization form, the Non-Registered Holder must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and return it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company.

In either case, the purpose of this procedure is to permit Non-Registered Holders to direct the voting of the Shares which they beneficially own.  Should a Non-Registered Holder who receives one of the above forms wish to vote at the Meeting in person, the Non-Registered Holder should strike out the names of the Management Proxyholders and insert the Non-Registered Holder's name in the blank space provided.

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In either case, Non-Registered Holders who wish their Shares to be voted at the Meeting should carefully follow the instructions of their Intermediary, including those regarding when and where the proxy or proxy authorization form is to be delivered.

REVOCABILITY OF PROXY

Any registered shareholder who has returned a proxy may revoke it at any time before it has been exercised.  In addition to revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing, including a proxy bearing a later date, executed by the registered shareholder or by his attorney authorized in writing or, if the registered shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized.  The instrument revoking the proxy must be deposited at the registered office of the Company, at any time up to and including the last business day preceding the date of the Meeting, or any adjournment thereof, or with the chairman of the Meeting on the day of the Meeting.  Only registered shareholders have the right to revoke a proxy.  Non-Registered Holders who wish to change their vote must, at least 7 days before the Meeting, arrange for their respective Intermediaries to revoke the proxy on their behalf.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

Presently, the Company is authorized to issue 500,000,000 Shares without par value, of which 28,370,658 Shares are issued and outstanding as at July 31, 2004.  The holders of Shares are entitled to one vote for each Share held.  Holders of Shares of record at the close of business on August 12, 2004 will be entitled to receive notice of and vote at the meeting.

To the knowledge of the Directors and senior officers of the Company, no person beneficially owns, directly or indirectly, or exercises control or direction over Shares carrying more than 10% of the voting rights attached to all Shares of the Company, except the following:

(1) Of these Shares, 215,900, 688,470 and 3,856,403 are held indirectly in the names of Mark Management Ltd., Dauntless Developments Ltd. and Lang Mining Corporation respectively, three private companies controlled by Frank A. Lang.

ELECTION OF DIRECTORS

The Directors of the Company are elected at each Annual General Meeting and hold office until the next Annual General Meeting or until their successors are appointed.  In the absence of instructions to the contrary, the enclosed proxy will be voted for the nominees herein listed.

Member approval will be sought to fix the number of directors of the Company at six.

The Company does not have an executive committee of its board of directors.  However, it is required to have an audit committee.  Members of this committee are Ronald M. Lang and Sargent H. Berner.  Robin M. Merrifield has consented to act as a member of the audit committee, and will be appointed to the audit committee by the board once he is elected as a director of the Company at the Meeting.

Management of the Company proposes to nominate each of the following persons for election as a Director.  Information concerning such persons, as furnished by the individual nominees, is as follows:

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⁽¹⁾

Member of the audit committee.

⁽²⁾

Shares beneficially owned, directly or indirectly, or over which control or direction is exercised, as at July 31, 2004, based upon information furnished to the Company by individual Directors.  Unless otherwise indicated, such Shares are held directly.

⁽³⁾

Of these Shares, 215,900, 688,470 and 3,856,403 are held indirectly in the names of Mark Management Ltd., Dauntless Developments Ltd. and Lang Mining Corporation respectively, three private companies controlled by Frank A. Lang.

(4)

Of these Shares, 125,000 are held in the name of Istana Investments Ltd., a private company controlled by Arthur G. Troup, and 31,000 are held in an RRSP account.

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(5)

Of these Shares, 212,000 are held in the name of Peachland Market Limited, a private company controlled by Ronald M. Lang.

Robin M. Merrifield, CA (SA)

Robin Merrifield is a chartered accountant with several years of international experience in the mining industry. He obtained his professional designation in South Africa. He has served as the South African group financial manager for the diversified interests of a large UK shipping and hotel group, where he was involved in substantial manufacturing, property development and hotel activities.  Subsequent to that, he worked as Financial Controller for a large nickel/copper mining complex, controlled by Anglo-American Corporation, in Botswana.

In Canada he first served as Assistant Vice-President Finance for a Vancouver company with gold mining operations in the United States.  He then became Controller for the world's largest producer of uranium, Cameco Corporation.  In 1997, with Cameco, he relocated to Kyrgyzstan for four years and acted as Vice-President, Finance of Kumtor Operating Company, the operators of the large Kumtor gold project.

Since 2001, he has provided financial and general management consulting services internationally and locally to the mining industry.

EXECUTIVE COMPENSATION

The following table (presented in accordance with the rules ("the Rules") made under the Securities Act (British Columbia)) sets forth all annual and long term compensation for services in all capacities to the Company and its subsidiaries for the three most recently completed financial years (to the extent required by the Rules) in respect of each of the individuals comprised of the Chief Executive Officer and the other four most highly compensated executive officers of the Company as at March 31, 2004, whose individual total compensation for the most recently completed financial year exceeded $100,000 and any individual who would have satisfied these criteria but for the fact that individual was not serving as such an officer at the end of the most recently completed financial year (collectively "the Named Executive Officers").

Summary Compensation Table

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Long Term Incentive Plan (LTIP) Awards

The Company does not have a LTIP, pursuant to which cash or non-cash compensation intended to serve as an incentive for performance (whereby performance is measured by reference to financial performance or the price of the Company's securities) was paid.

Option Grants During the
Most Recently Completed Financial Year

Stock option grants made to the Named Executive Officer during the most recently completed financial year.

Aggregated Options/SAR Exercises in Last Financial Year
and Financial Year-End Option/SAR Values

The Named Executive Officer did not exercise any options in respect of the Company's Shares during the most recently completed financial year.

Termination of Employment, Changes in Responsibility and Employment Contracts:

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The Company and its subsidiaries have no employment contracts with any Named Executive Officer.

The Company and its subsidiaries have no compensatory plan or arrangement in respect of compensation received or that may be received by the Named Executive Officer in the Company's most recently completed or current financial year to compensate such executive officers in the event of the termination of employment (resignation, retirement, change of control) or in the event of a change in responsibilities following a change in control, where in respect of the Named Executive Officer the value of such compensation exceeds $100,000.

Compensation of Directors

The Company has no arrangements, standard or otherwise, pursuant to which Directors are compensated by the Company or its subsidiaries for their services in their capacity as Directors, or for committee participation, involvement in special assignments or for services as consultant or expert during the most recently completed financial year or subsequently, up to and including the date of this information circular.

The Company does have a formalized stock option plan for the granting of incentive stock options to the officers, employees and Directors.  The purpose of granting such options is to assist the Company in compensating, attracting, retaining and motivating the Directors of the Company and to closely align the personal interests of such persons to that of the Shareholders.  

The following table sets forth information concerning individual grants of options to purchase securities of the Company made during the most recently completed financial year to the Directors of the Company (excluding the Named Executive Officer):

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Notes:

(1)

The board of directors granted these options on December 18, 2004, subject to disinterested shareholder approval of an increase to the number of Shares reserved for issuance under the Company's Stock Option Plan.  No other options were granted to directors in the 2004 fiscal year.

(2)

The exercise price of stock options is determined by the Board of Directors but shall in no event be less than the two week average trading price of the Shares of the Company on each stock exchange on which the Shares of the Company are listed at the time of the grant of the option, less the maximum discount permitted under the regulations of such stock exchange or such other price as may be agreed to by the Company and approved by such stock exchange.

INDEBTEDNESS TO COMPANY OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS

There is no indebtedness of any Director, executive officer, senior officer, proposed nominee for election as a Director or associate of them, to or guaranteed or supported by the Company or any of its subsidiaries either pursuant to an employee stock purchase program of the Company or otherwise during the most recently completed financial year.

INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS

For the purposes hereof, an "insider" is a director or senior officer of the Company, a director or senior officer of a company that is itself an insider or subsidiary of the Company, or a person whose control, or direct or indirect beneficial ownership, or a combination thereof, over securities of the Company extends to securities carrying more than 10% of the voting rights attached to all the Company's outstanding voting securities

No insider or proposed nominee for election as a Director of the Company and no associate or affiliate of the foregoing persons has or has had any material interest, direct or indirect, in any transaction since the commencement of the Company's last completed financial year or in any proposed transaction which in either such case has materially affected or will materially affect the Company, except as follows:

Shares for Debt

During the year ended March 31, 2004, the Company issued an aggregate 2,209,256 Shares to Frank A. Lang and Ferdinand Holcapek, directors of the Company, and to a private company controlled by Mr. Lang at a price of $0.15 per share.  The Shares were subject to a four-month hold period, which expired September 13, 2003, and were issued in satisfaction of the Company's indebtedness to the three parties in the amount of $331,389.

APPOINTMENT OF AUDITOR

Unless otherwise instructed, the proxies given pursuant to this solicitation will be voted for the appointment of Morgan & Company, Chartered Accountants, of #1488 - 700 West Georgia Street

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Vancouver, British Columbia, V7Y 1A1, British Columbia, as the auditor of the Company to hold office for the ensuing year at a remuneration to be fixed by the Directors.

MANAGEMENT CONTRACTS

Effective August 1, 2001, the Company entered into a Shareholder and Operating Agreement to be provided with management, administrative, geological and other services by LMC Management Services Ltd. ("LMC"), a private company held jointly by the Company and other public companies, to provide services on a full cost recovery basis to the various public entities currently sharing office space with the Company.  Certain directors and/or officers of the Company are also directors and/or officers of LMC.

As at March 31, 2004, the Company had a payable to LMC of $3,376, for providing administrative, geological and management functions to the Company.  During the most recently completed financial year, the sum of $123,623 was paid to LMC, for providing administrative, geological and management services for the Company, including direct cost reimbursements.

Lang Mining Corporation ("Lang Mining") is a private company controlled by the chairman of the Company.  Lang Mining receives a management fee of $2,500 per month for providing the services of Frank A. Lang as an officer of the Company.  In the year ended March 31, 2004, $30,000 was paid to Lang Mining.

Fees are paid to Ferdinand Holcapek by the Company's subsidiary in Mexico at a rate of US$2,000 per month for administrative services and US$250 per day for geological services.  During the year ended March 31, 2004, the Company's subsidiary paid Mr. Holcapek a total of US$77,694 for administrative and geological services rendered.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as set out herein, no Director or senior officer of the Company or any proposed nominee of management of the Company for election as a Director of the Company, nor any associate or affiliate of the foregoing persons, has any substantial interest, direct or indirect, by way of beneficial ownership or otherwise, in matters to be acted upon at the Meeting.

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

(a)

General Authority to Conclude Placements or Transactions

Under British Columbia corporate law, directors are vested with the authority to issue shares for cash, property (including settlement of debt) or services, providing that the valuation of non-cash consideration is fair and reasonable and in the best interest of the Company and the shares issued for such consideration are reasonably valued.  The Company uses the prevailing trading price of its Shares as quoted on the TSX Venture Exchange (the "Exchange") as a benchmark for valuing its Shares.  Pursuant to regulatory policies and prevailing industry standards, the Company may apply a discount of up to 25% from such market prices to reflect the fact that the purchasers of such treasury shares are generally subject to restrictive hold periods, for some period of time after completion of the share sale, pursuant to applicable securities legislation.  Under certain policies of the Exchange, issuances of shares by way of private placement in a number in excess of 25% of a listed company's then outstanding shares may require prior shareholders' approval.  In order to avoid the necessity and added expense of having to convene an additional shareholders' meeting in the event that arrangements satisfactory to the board are

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reached for a private placement transaction involving the issuance of Shares prior to the shareholders' meeting to be held in 2005, management proposes to request advance approval at this time from the shareholders.  The limitations on the approval sought are that any transaction effected by the Company to issue Shares must be to parties substantially at arms-length to the Company, must be completed prior to the date of the next Annual General Meeting and must receive the acceptance for filing of the regulatory officials of the Exchange.  The share issuances may occur in one or more transactions and with one or more recipients.  

Management proposes that shareholders favourably consider and approve the following resolution:

"Resolved as an ordinary resolution, that the directors of the Company be authorized to re-capitalize the Company, through the issuance of Shares for cash, property (including settlement of debts) or services, by issuing, in one or more private placements, such number of securities as would constitute in total an amount of Shares that exceeds 25% of the total number outstanding as at September 21, 2004, during the next 12 month period."

The directors of the Company believe that passing an ordinary resolution giving effect to the foregoing is in the best interests of the Company and recommend that shareholders vote in favour of the resolution.  In the event the resolution is not passed, the Exchange may not approve any private placements which result in the issuance or possible issuance of a number of Shares, which exceeds the 25% figure, without specific shareholder approval.  Such restriction could impede the Company's timely access to required funds.

The persons named as proxies in the enclosed form of proxy intend to cast the votes represented by proxy in favour of the foregoing resolution unless the holder of Shares who has given such proxy has directed that the votes be otherwise cast.

(b)

Stock Option Plan

Shareholder approval for the Company's fixed number Stock Option Plan (the "2000 Plan") was obtained at the Company's 2000 Annual General Meeting.  The TSX Venture Exchange requirements relating to fixed number stock option plans include the requirement that every such plan must have a specified maximum number of shares, authorized by shareholders, issuable pursuant to the plan.  The specified maximum number of Shares available for issue under the 2000 Plan is 2,685,000 Shares.

Disinterested shareholder approval will be sought at the Meeting to reconstitute the 2000 Plan such that the specified maximum number of Shares issuable is increased to 4,750,000 Shares consisting of an increase of 2,074,100 and a reconstitution of 2,675,900 Shares previously issued under the 2000 Plan.  The total number of Shares reserved for issuance pursuant to options granted and unexercised under the 2000 Plan is 2,675,900 as at the date of this Information Circular.  If shareholder approval is given to the proposed increase in the maximum number of Shares issuable pursuant to the 2000 Plan, a further 2,074,100 Shares will be available for issue under the 2000 Plan.  The number of Shares reserved for issuance (i.e.) pursuant to options granted and unexercised under the 2000 Plan together with the number of additional Shares available for reservation under the reconstituted will total 4,750,000, which is less than 17% of the Company's 'Listed Shares' as defined by TSX Venture Exchange policy.  No financial assistance will be provided by the Company to facilitate the purchase of Shares under the 2000 Plan.  The 2000 Plan, as reconstituted, will otherwise have the same terms and conditions and will be designated the 2004 Plan.

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Disinterested shareholders will be asked at the Meeting of the Company to consider, and if deemed advisable, approve with or without variation the following resolution:

"RESOLVED THAT the Company's current Stock Option Plan be reconstituted by increasing the number of shares issuable under the Plan from 2,685,000 to 4,750,000 shares, as more fully set forth in the Information Circular accompanying this Notice of Meeting."

The directors of the Company believe the passing of the foregoing ordinary resolution is in the best interests of the Company and recommend that shareholders of the Company vote in favour of the resolution.

The persons named as proxies in the enclosed form of proxy intend to cast the votes represented by proxy in favour of the foregoing resolution unless the holder of Shares who has given such proxy has directed that the votes be otherwise cast.

(c)

Approval of Alteration of Notice of Articles

Effective March 29, 2004, the Company Act (British Columbia) (the "Former BC Act") was replaced by a new Business Corporations Act (British Columbia) (the "New BC Act").  The New BC Act adopts many provisions similar to those contained in corporate legislation elsewhere in Canada.  Under the provisions of the New BC Act, a company's charter documents, formerly referred to as a "Memorandum" and "Articles", are now referred to as a "Notice of Articles" and "Articles".  Every British Columbia company must file an application to transition under the New BC Act prior to March 29, 2006, and accordingly its Memorandum has been replaced with a Notice of Articles.

Management of the Company considers it to be in the best interests of the Company to adopt certain amendments to the Notice of Articles and to approve a new form Articles with a view to incorporating some of the more flexible provisions of the New BC Act, as described below.  Management believes that amending the Company's Notice of Articles and adopting the new Articles will enable the Company to be more efficient, flexible and cost-effective and will bring the Company's charter documents into line with charter documents of companies in other jurisdictions.

Pre-Existing Company Provisions and Majority of Votes Required for Special Resolutions

The regulations under the New BC Act effectively added certain provisions, called "Pre-Existing Company Provisions "or "PCPs", to every company's Notice of Articles.  The PCPs provide, among other things, that the number of votes required at a meeting of shareholders to pass a special resolution is three-quarters of the votes cast, which is the majority that was required under the Former BC Act.  The New BC Act allows a special resolution at a meeting of shareholders to be passed by two-thirds of the votes cast.  The Company proposes to amend its Notice of Articles to delete the PCPs so that the provisions of the New BC Act permitting a two-thirds majority will apply to the Company.  

If shareholders approve this resolution, substantive changes to the corporate charter of the Company such as the creation, variation or abrogation of special rights and restrictions attached to Listed Shares; the subdivision, consolidation, change from shares with par value to shares without par value and vice versa; the change of designation of shares; and any proposed amalgamation or continuance of the Company out of the jurisdiction will require a two-thirds majority of the votes cast, instead of a three-quarters majority

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of the votes cast.  The two-thirds majority requirement is consistent with corporate legislation of other Canadian jurisdictions.

Alteration of Authorized Capital

The Company's current authorized capital is 500,000,000 Shares without par value.  The New BC Act does not require a company's Notice of Articles to contain a numerical limit on the authorized capital with respect to each class of shares.  Accordingly, as part of the resolution to which shareholder approval is being sought, management of the Company wishes to alter the Notice of Articles of the Company to alter the authorized capital of the Company to an unlimited number of Shares without par value.  Management believes that having unlimited authorized capital provides the Company with greater flexibility for future corporate activities.

The special rights and restrictions attached to the Company's Shares will not change as a result of the alteration of the authorized capital of the Company.

The special resolution that will be proposed at the Meeting is as follows:

"RESOLVED as an special resolution that:

1.

the alteration of the Notice of Articles of the Company to remove the application of the Pre-Existing Company Provisions; and

2.

the alteration of the Notice of Articles of the Company to alter the authorized capital of the Company from 500,000,000 Shares without par value to an unlimited number of Shares without par value, as more particularly described in the Company's Information Circular dated August 18, 2004, be and are hereby, approved;

3.

any one officer or director of the Company be, and is hereby, authorized and directed for, in the name of and on behalf of the Company to execute and file with the Registrar of Companies a Notice of Alteration of the Notice of Articles and to execute and file all such other documents and take such further actions as may be necessary to effect the foregoing; and

4.

that the Notice of Articles as altered shall, at the time of filing, comply with the Business Corporations Act (British Columbia)."

The amendments to the Notice of Articles will take effect immediately on the date and at the time the Notice of Alteration of the Notice of Articles is filed with the Registrar of Companies.

In order to be effective, the proposed special resolution must be approved by a majority of not less than three-quarters of the votes cast by those shareholders of the Company who, being entitled to do so, vote in person or by proxy at the Meeting in respect of such resolution.

The directors of the Company believe the passing of the foregoing special resolution is in the best interests of the Company and recommend that shareholders of the Company vote in favour of the resolution.

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The persons named as proxies in the enclosed form of proxy intend to cast the votes represented by proxy in favour of the foregoing resolution unless the holder of Shares who has given such proxy has directed that the votes be otherwise cast.

(d)

Other Matters

Management of the Company is not aware of any other matter to come before the Meeting other than as set forth in the notice of Meeting.  If any other matter properly comes before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the Shares represented thereby in accordance with their best judgment on such matter.

ADDITIONAL INFORMATION

Additional information relating to the Company is included in its financial statements for the year ended March 31, 2004.  Copies of the audited financial statements and other relevant documents may be obtained upon request from Shannon M. Ross, Chief Financial Officer of the Company, at (604) 687-4622

CERTIFICATE

The foregoing contains no untrue statements of material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it is made.

DATED at Vancouver, British Columbia, this 18^th day of August, 2004.

/s/ Frank A. Lang

/s/ Shannon M. Ross

Frank A. Lang, MA, P.Eng.

Shannon M. Ross, CA
Chairman, President & CEO

Corporate Secretary & Chief Financial Officer

Cream Minerals Ltd.

(the "Company")

2004 REQUEST FOR ANNUAL & INTERIM FINANCIAL STATEMENTS

National Instrument 51-102 requires the Company to send annually to the registered holders and beneficial owners of its securities ("Securityholders") a form to allow the Securityholder to request a copy of the Company's annual financial statements and related MD&A, interim financial statements and related MD&A, or both.  If you wish to receive such mailings, please complete and return this form to:

CREAM MINERALS LTD.
1400 - 570 Granville Street
Vancouver, British Columbia, V6C 3P1

TO: CREAM MINERALS LTD.

The undersigned Securityholder of the Company and hereby elects to receive:

□

Interim Financial Statements for the first, second and third financial quarters of 2005 and the related MD&A;

□

Annual Financial Statements for the fiscal year ended March 31, 2005 and the related MD&A; or

□

BOTH - Interim Financial Statements and related MD&A, and Annual Financial Statements and related MD&A for the fiscal year ended March 31, 2005.

Please note that a request form will be mailed each year and Securityholders MUST return such form each year in order to receive the documents indicated above.

Name of Securityholder - Please Print

Address/City/Province/Postal Code

Fax                                                                                

E-mail Address                                                                              

The undersigned certifies and confirms that he/she/it is a registered/benefial (please circle one) Securityholder (other than debt instruments) of the Company.

Signature                                                                      

Date                                                                                    

CUSIP: 225263508

By providing an E-mail address or fax number, you will be deemed to be consenting to the electronic delivery to you at such E-mail address or fax number of the Company's Interim Financial Statements and related MD&A, and Annual Financial Statements and related MD&A, if delivery by electronic means is allowed by applicable regulatory rules and policies.

August 30, 2004

Dear Sirs:

Re:

Quarterly Report for the Period Ended June 30, 2004

Today, Cream Minerals Ltd. ("the Company") distributed its Quarterly Report for the period ended June 30, 2004, to shareholders appearing on the Company's supplemental mailing list.

CREAM MINERALS LTD.

Yours truly,

(signed)

"Shannon Ross"

United States Securities and Exchange Commission - 12g3-2(b) #82-4741

Suite 1488 - 700 West Georgia Street

AUDITORS' REPORT

We have audited the consolidated balance sheets of Cream Minerals Ltd. as at March 31, 2004 and 2003, and the consolidated statements of operations and deficit and cash flows for the years ended March 31, 2004, 2003 and 2002.  These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audits.

on Canada - U.S. Reporting Conflict

In the United States, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when the financial statements are affected by going concern considerations such as described in Note 1 to the financial statements.  Our report to the shareholders dated August 3, 2004 is expressed in accordance with Canadian reporting standards which do not permit a reference to such considerations in the auditors' report when the consideration is adequately disclosed in the financial statements.