20-F

Table of Contents

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2005

OR

	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

OR

	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from                          to                     

Commission file number – 0-50822

NORTHWESTERN MINERAL VENTURES INC.

(Exact name of Registrant as specified in its charter)

NORTHWESTERN MINERAL VENTURES INC.

(Translation of Registrant's name into English)

Province of Ontario, Canada

(Jurisdiction of incorporation or organization)

36 Toronto Street
Suite 1000
Toronto, Ontario M5C 2C5

(Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(g) of the Act:

Common Shares
(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None
(Title of Class)

Indicate the number of outstanding shares of each of the issuer's classes of capital or common shares as of the close of the period covered by the annual report.

80,226,090

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.         Yes . No .

If this report is an annual or transition report, indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.         Yes . No .

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.         Yes . No .

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of ‘‘accelerated filer and large accelerated filer’’ in Rule 12b-2 of the Exchange Act. (Check one)

Large accelerated filer .                                        Accelerated filer .                                    Non-accelerated filer .

Indicate by check mark which financial statement item the Registrant has elected to follow.
Item 17 . Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).         Yes. . No .

All references herein are to Canadian dollars. Reference is made to ‘‘Item 3. Key Information.’’ for exchange rate information for the Canadian Dollar.

TABLE OF CONTENTS

TABLE OF CONTENTS					i
PART I					1
Item 1.    Identity of Directors, Senior Management and Advisers					1
Item 2.    Offer Statistics and Expected Timetable					1
Item 3.    Key Information					1
Selected Financial Data					1
Capitalization and Indebtedness					2
Reasons for the Offer and Use of Proceeds					2
Risk Factors					2
We Have No Ongoing Mining Operations, None of our Mineral Properties Contain a Known Commercially Mineable Mineral Deposit, We Have Never Received Any Revenues From Mining Operations, and Our Chances of Reaching the Development Stage on Any of our Properties is Remote					3
We Will Need to Raise Substantial Funding in Order to Carry Out Our Activities					3
Lack of Revenue Producing Operations					4
We Could Lose our Interests in our Properties if Minimum Annual Work is Not Conducted					4
Title To Our Mining Properties Has Not Been Verified.					4
The Value of our Mineral Properties is Dependent Upon Commodity Prices Which Can Fluctuate Widely					4
We Are Not Engaged in Mining Operations; In the Event We Engage in Mining Operations in the Future, We Would Face Substantial Regulation					5
Titles to the Mexican Properties in which the Company has an Interest are not Registered in the Name of the Company, which may Result in Potential Title Disputes Having a Negative Impact on the Company.					5
The Properties in Which the Company has Interests in Mexico are Subject to Changes in Governmental Laws, Regulations, Economic Conditions or Shifts in Political Attitudes or Stability in Mexico					5
Mexican Foreign Investment and Income Tax Laws apply to the Company					5
Foreign currency fluctuations and inflationary pressures may have a negative impact on the Company's financial position and results					6
Regulation of Mining Operations in Mexico is Very Extensive					6
Risks related to the Company’s Foreign Investments and Operations					6
There is a Risk that we will be Unable to Compete for Mineral Properties, Investment Funds and Technical Expertise					6
We Do Not Have Insurance; We Will Not be Able to Insure Against All Possible Risks					6
If We are Unable to Maintain the Infrastructure for Our Exploration Activities, We Could be Adversely Affected					7
Management May Be Subject to Conflicts of Interest Due to Affiliations with Other Resource Companies					7
Our Management May Not Be Subject to U.S. Legal Process					7
Prices for Precious Metals such as Gold are Volatile and Could Decline					7
Our Stock will be a Penny Stock which Imposes Significant Restrictions on Broker-Dealers Recommending the Stock For Purchase					8
Our Stock Price Could be Volatile					8
We Do Not Plan to Pay Any Dividends in the Foreseeable Future					8
The Company has Only One Full-Time Employee					8
Future Sales of Common Shares by Existing Shareholders					8
Item 4.    Information on the Company					9
History and Development of the Company					9

i

Business Overview					9
Forward-Looking Statements					9
General					9
Description of Mining Industry					10
Regulation of Mining Industry					11
Canada					11
Mexico					12
Republic of Niger					12
Organizational Structure					13
Property, Plants and Equipment					13
Picachos Project, Durango State, Mexico					13
Summary of 2004 Minimum Work Exploration Program and Budget					16
Summary of First Phase 2005 Exploration Program					16
Summary of Proposed Second Phase 2005-2006 Exploration Program					16
Management of Picachos Project					17
B.    Uranium Concession, Niger, Africa					17
Property Description					17
Access to Properties					17
Work Program and Budget for the First Three-Year Period					18
History					19
Waterbury Uranium Project, Saskatchewan, Canada					19
Location and Access					20
Climate					20
History of Exploration					20
Geology					21
North Rae Uranium Project, Northern Quebec, Canada					21
Location and Access					22
Climate					22
History of Exploration					22
Geology					22
Segueney Uranium Property, Charlevoix County, Quebec, Canada					23
Cash Payments					23
Share Issuances					23
GLOSSARY					25
Item 5.    Operating and Financial Review and Prospects					28
Overview					28
Operating Results					28
Liquidity and Capital Resources					29
Research and development, patents and licenses, etc					30
Trend Information					30
Off-Balance Sheet Arrangements					30
Tabular Disclosure of Contractual Obligations					30
Item 6.    Directors, Senior Management and Employees					31
Directors and Senior Management.					31
Compensation					33
Termination Agreements for Executive Officers and Directors.					34
Stock Option Plan					34
Options/SARs Granted during Fiscal Year Ended December 31, 2005					34
Board Practices					35
Composition of the Audit Committee					35

ii

Pre-Approval Policies and Procedures					35
Compensation Committee					35
Employees					35
Share Ownership					36
Item 7.    Major Shareholders and Related Party Transactions					37
Major Shareholders					37
Related Party Transactions					37
Item 8.    Financial Information					37
Consolidated Statements and Other Financial Information					37
Significant Changes					37
Item 9.    The Offer and Listing					37
Offer and Listing Details					37
Plan of Distribution					40
Markets					40
Selling Shareholders					40
Dilution					40
Expenses of the Issue					40
Item 10.    Additional Information					40
Share Capital					40
Certificate and Articles of Incorporation					40
ARTICLES AND BY-LAWS					42
General					42
Directors					42
Annual and special meetings					42
Material Contracts					43
Exchange Controls					44
Taxation					45
Certain Canadian Federal Income Tax Consequences					45
Dividends on Shares					45
Disposition of Shares					45
Statements by Experts					46
Documents on Display					46
Subsidiary Information					46
Item 11.    Quantitative and Qualitative Disclosures About Market Risk.					46
Item 12.    Description of Securities Other than Equity Securities					46
Item 13.    Defaults, Dividend Arrearages, and Delinquencies.					46
Item 14.    Material Modifications to the Rights of Security Holders and Use of Proceeds.					46
Item 15.    Controls and Procedures.					46
Audit Committee Financial Expert					47
Item 16 A.    Audit Committee Financial Expert.					47
Code of Ethics.					47
Item 16 B.    Code of Ethics.					47
Item 16 C.    Principal Accountant Fees and Services.					47
Item 16 D.    Exemptions from the Listing Standards for Audit Committees					47
Item 16 E.    Purchases of Equity Services by the Issuer and Affiliated Purchasers					47
Item 17.    Financial Statements.					47
Item 18.    Financial Statements.					47
Item 19.    Exhibits.					48

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PART I

Item 1. Identity of Directors, Senior Management and Advisers.

Not Applicable.

Item 2. Offer Statistics and Expected Timetable.

Not applicable.

Item 3. Key Information.

All dollar amounts in this Annual Report are expressed in Canadian dollars. The following tables set forth the exchange rates for one Canadian dollar expressed in terms of one U.S. dollar for the years 2001-2005 and for the period December 31, 2005 through May 31, 2006.

YEAR			AVERAGE
2001					.6579
2002					.6776
2003					.7186
2004					.7702
2005					.8276

			LOW						HIGH
May 2006					.8903						.9100
April 2006					.8534						.8926
March 2006					.8531						.8834
February 2006					.8638						.8771
January 2006					.8528						.8744
December 2005					.8521						.8690

The exchange rates are based upon 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. At June 27, 2006, one Canadian dollar, as quoted by Reuters and other sources at 4 P.M. Eastern Time for New York foreign exchange selling rates (for bank transactions of at least $1,000,000), equaled $.8909 in U.S. dollars. (Source: The Wall Street Journal)

	A.	Selected Financial Data.

Following is selected financial data of the Company, expressed in Canadian dollars, for the period from the Company’s incorporation on September 26, 2003 through December 31, 2005, the date of its audited consolidated financial statements, which were prepared in accordance with Canadian generally accepted accounting principles (‘‘Canadian GAAP’’), which differ substantially from United States generally accepted accounting principles (‘‘US GAAP’’). Reference is made to Note 15 to the audited consolidated financial statements for the period ended December 31, 2005, which is contained below in ‘‘Item 18. Financial Statements.’’ Note 15 provides a description of the differences between Canadian and United States generally accepted accounting principles, and how these differences could affect the Company’s financial statements. On July 27, 2004 the Company completed a 2 for 1 stock split, pursuant to which each issued Share of the Company was subdivided into two Shares. On September 6, 2005, the Company completed an additional 2 for 1 stock split, pursuant to which each issued Share of the Company was subdivided into two Shares. The outstanding warrants and stock options were also sub-divided at the same ratio as the common shares. Shares and per Share amounts in this Annual Report and in the Selected Financial Data have been retroactively adjusted to reflect the stock splits.

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CANADIAN GAAP
Can $

			Three Month Period ended March 31, 2006 (unaudited) $						Three Month Period ended March 31, 2005 (unaudited) $						Year Ended December 31, 2005 (audited) $						Year Ended December 31, 2004 (audited) $						Period from September 26, 2003 to December 31, 2003 (audited) $
Revenues					—						—						—						—						—
Loss for the Period					280,119						135,479						1,780,074						1,121,460						33,097
Loss Per Share					0.00						0.00						0.02						0.02						0.01
Cash Flows from Operating Activities					(257,791	)					(348,225	)					(851,997	)					(587,006	)					(23,097	)
Cash Flows from Financing Activities					(692,828	)					(237,347	)					(707,330	)					(735,006	)					—
Total Assets					3,242,203						2,086,254						2,856,700						1,896,035						172,413
Current Assets					1,366,352						1,114,825						1,774,293						1,161,660						172,413
Liabilities					176,286						21,773						170,817						197,625						10,000
Share Capital					6,280,667						3,354,517						5,620,514						2,852,967						195,510
Deficit					3,214,750						1,290,036						2,934,631						1,154,557						33,097
Shareholders’ Equity					3,065,917						2,064,481						2,685,883						1,698,410						162,413

The following table sets forth how the Selected Financial Data presented above would be presented under US GAAP for the fiscal years ended December 31, 2005 and December 31, 2004, and the period from September 26, 2003 through December 31, 2003:

US GAAP
Can $

			Year ended December 31, 2005 (audited) $						Year ended December 31, 2004 (audited) $						Period from September 26, 2003 to December 31, 2003 (audited) $
Loss for the Period					2,170,175						1,852,260						33,097
Loss Per Share					0.03						0.03						0.00
Cash Flows from Operating Activities					(1,554,381	)					(1,317,806	)					(23,097	)
Cash Flows From Investing Activities					(707,330	)					(735,006	)					—
Total Assets					1,780,999						1,165,235						172,413
Deficit					4,055,532						1,885,357						33,097

	B.	Capitalization and Indebtedness.

Not applicable.

	C.	Reasons for the Offer and Use of Proceeds.

Not applicable.

	D.	Risk Factors.

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RISK FACTORS AFFECTING THE COMPANY

The business of the Company entails significant risks, and an investment in the Shares should be considered highly speculative for a variety of reasons. An investment in the Shares should only be undertaken by persons who have sufficient financial resources to enable them to assume such risks. In addition to the usual risks associated with investment in a business, the following is a general description of significant risk factors, which should be considered.

We Have No Ongoing Mining Operations, None of our Mineral Properties Contain a Known Commercially Mineable Mineral Deposit, We Have Never Received Any Revenues From Mining Operations, and Our Chances of Reaching the Development Stage on Any of our Properties are Remote. Since our inception, we have never engaged in any mining operations and the Company has not generated any revenues from mining operations. Our activities have been limited to the highly speculative business of acquiring and exploring properties in the hope that commercial quantities of gold, uranium or other minerals, will be discovered. At the present time, none of our properties contain a known commercially mineable mineral deposit. We believe that the probability of our reaching the development stage on any of our properties is remote for a number of reasons. The exploration for and development of mineral deposits involves significant risks, which even a combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of an ore body may result in substantial rewards, few properties, which are explored, are ultimately developed into producing mines. Major expenses may be required to locate and establish mineral reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. Whether a mineral deposit will be commercially viable depends on a number of factors, including, but not limited to the following: the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices, which are highly cyclical; and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. Because so few properties which are explored ever become producing mines, investors must be prepared for the possibility that we will be unsuccessful and that they could lose their entire investment.

In the remote possibility that we place any of our properties into production, of which there can be no assurance, we would face numerous risks associated with mining operations. These risks include adverse environmental conditions, industrial accidents, labor disputes, unusual or unexpected geological conditions, ground or slope failures, cave-ins, changes in the regulatory environment and natural phenomena such as inclement weather conditions, floods and earthquakes, and the inability to maintain the infrastructure for our production activities. Mining and mining exploration is risky, presenting potentially dangerous conditions for workers. Large, heavy equipment and machinery is used and toxic substances are utilized and encountered in exploration, extraction, and processing. Misuse and accidents could result in serious injury and death to personnel. Such events could be caused by numerous factors including faulty equipment, unsafe practices, explosions, fires, natural phenomenon (such as lightning, mudslides, cave-ins, etc.), which may be impossible to avoid and protect against. In the event of any such misuse, accidents or natural disasters, personnel could be injured and killed, and mining operations suspended or terminated. In addition, any future development activities, of which there can be no assurance, would depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important factors, which affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could make it very difficult, if not impossible, to engage in any development activities and force us to incur expenses that we had not planned on spending.

We Will Need to Raise Substantial Funding in Order to Carry Out Our Activities.    The Company has substantial financial obligations, including exploration funding requirements and purchase payment obligations, relating to its existing property interests. It will be necessary in the near and over the long term to raise substantial funds to maintain existing property interests, acquire, explore, and if warranted, develop mineral properties. In addition, in the event it is determined that any of our properties contain a commercially mineable mineral deposit, of which there can be no assurance, it is anticipated the Company would require substantial funds to place such property into production.

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However, there can be no assurance we would be able to raise the necessary funds. Reference is made to ‘‘Item 4. Information on the Company. D. Property, Plants and Equipment’’ and Item 5. Operating and Financial Review and Prospects. F. Tabular Disclosure of Contractual Obligations’’ for a description of the Company’s financial commitments relating to its various property interests. In our audited consolidated financial statements for the year ended December 31, 2005, our auditors expressed substantial doubt as to our ability to continue as a going concern. In May 2006, the Company raised gross proceeds of approximately $17.9 million in a private offering of its securities. Although the funds raised in May 2006 will allow the Company to meet its existing financial obligations over the next 24 months, there is no assurance that in the future we will be able to raise the necessary funds on acceptable terms, or at all. If we do not raise these funds, investors could lose their investment. If we are able to raise these funds, it is likely that investors will experience dilution of their interests, which could result in a decrease in the value of their Shares.

Lack of Revenue Producing Operations.    Since inception, the Company has not generated any revenues from mining operations. As of December 31, 2005, the Company had an accumulated deficit of $2,934,631. Accordingly, the Company’s business operations are subject to all of the risks inherent in companies without cash flow or earnings. The future earnings, if any, and cash flow, if any, from operations of the Company are dependent, in part, on its ability to locate properties containing commercially mineable mineral deposits, of which there can be no assurance.

We Could Lose our Interests in our Properties if Minimum Annual Work is Not Conducted. and Option Payments are not Made.    In order to maintain our interests in all of our various properties, the Company is required to complete certain annual work commitments on each property and make certain option or purchase payments In the event such work is not completed or the required payments are not made, the Company could lose its interest in that property. Reference is made to ‘‘Item 4. Information on the Company. D. Property, Plants and Equipment.’’ for a description of the Company’s work and payment commitments on its various properties.

Title To Our Mining Properties Has Not Been Verified.    Although the title to the properties in which the Company holds interests were reviewed by or on behalf of us, and title opinions were delivered to us, no assurances can be given that there are no title defects affecting such properties. Title insurance generally is not available for mining claims in Canada, and that our ability to ensure that it has obtained secure claim to individual mineral properties or mining concessions may be severely constrained. The Company has not conducted surveys of the claims in which it holds direct or indirect interests; therefore, the precise area and location of such claims may be in doubt. Accordingly, the properties may be subject to prior unregistered liens, agreements, transfers or claims, including native land claims, and title may be affected by, among other things, undetected defects. In addition, the Company may be unable to operate its properties as permitted or to enforce its rights with respect to its properties.

The Value of our Mineral Properties is Dependent Upon Commodity Prices Which Can Fluctuate Widely. The price of our Shares, our financial results and exploration, development and mining activities may in the future be significantly adversely affected by declines in the price of gold, copper, or other minerals. Gold, uranium, copper, and other mineral prices fluctuate, like many resource commodities, and are affected by numerous factors beyond the Company’s control such as the sale or purchase of such commodities by various central banks and financial institutions, interest rates, exchange rates, inflation or deflation, fluctuation in the value of the United States dollar and foreign currencies, global and regional supply and demand, and the political and economic conditions of major gold, uranium, copper or other mineral-producing countries throughout the world. Although the prices of gold, copper or other minerals have increased in recent years, and future price declines could cause continued development of and commercial production from the Company’s properties to be impracticable. Depending on the price of gold, copper, uranium or other minerals, cash flow from mining operations may not be sufficient and the Company could be forced to discontinue production and may lose its interest in, or may be forced to sell, some of its properties. Future production from the Company’s mining properties is dependent on gold and uranium or other mineral prices that are adequate to make these properties economic.

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In addition to adversely affecting the Company’s reserve estimates and its financial condition, declining commodity prices can impact operations by requiring a reassessment of the feasibility of a particular project. Such a reassessment may be the result of a management decision or may be required under financing arrangements related to a particular project. Even if the project is ultimately determined to be economically viable, the need to conduct such a reassessment may cause substantial delays or may interrupt operations until the reassessment can be completed.

We Are Not Engaged in Mining Operations; In the Event We Engage in Mining Operations in the Future, We Would Face Substantial Regulation.    We are not engaged in any mining operations at the present time and there can be no assurance we will ever engage in any mining operations in the future. All of our current activities are exploratory in nature.There can be no assurance, that we will discover any precious or base metals, establish the feasability of mining a deposit, or, if warranted, develop a property to production and maintain production activities, either alone or as a joint venture participant. Furthermore, there can be no assurance that we would be able to sell either the deposit or the Company on acceptable terms. Mining operations in Canada are subject to federal, provincial and local laws relating to the protection of the environment, including laws regulating the removal of natural resources from the ground and the discharge of materials into the environment. Mining operations are also subject to federal, provincial and local laws which seek to maintain health and safety standards by regulating the design and use of mining methods and equipment. Various permits from government bodies are required for mining operations to be conducted; no assurance can be given that such permits will be received. No assurance can be given that environmental standards imposed by federal, provincial or local authorities will not be changed with material adverse effect on the Company's activities. Moreover, compliance with such laws may cause substantial delays and require capital outlays in excess of those anticipated, thus causing an adverse effect on the Company. Additionally, the Company may be subject to liability for pollution or other environmental damage which it may elect not to insure against due to prohibitive premium costs and other reasons.

Titles to the Mexican Properties in which the Company has an Interest are not Registered in the Name of the Company, Which may Result in Potential Title Disputes Having a Negative Impact on the Company.    All of the agreements under which the Company may earn interests in properties have either been registered or been submitted for registration with the Mexican Public Registry of Mining, but title relating to the properties in which the Company may earn its interests are held in the names of parties other than the Company. Any of such properties may become the subject of an agreement which conflicts with the agreement pursuant to which the Company may earn its interest, in which case the Company may incur expenses in resolving any dispute relating to its interest in such property and such a dispute could result in the delay or indefinite postponement of further exploration and development of properties with the possible loss of such properties.

The Properties in Which the Company has Interests in Mexico are Subject to Changes in Governmental Laws, Regulations, Economic Conditions or Shifts in Political Attitudes or Stability in Mexico. The Company has property interests that are located in Mexico. Any changes in governmental laws, regulations, economic conditions or shifts in political attitudes or stability in Mexico are beyond the control of the Company and may adversely affect its business. Reference is made to ‘‘Item 4. Information on the Company – Business Overview – Regulation of Mining Industry – Mexico.’’

Mexican Foreign Investment and Income Tax Laws apply to the Company.    Corporations in Mexico are taxed only by the Federal Government.  Mexico has a general system for taxing corporate income, ensuring that all of a corporation’s earnings are taxed only once, in the fiscal year in which profits are obtained.  There are two federal taxes in Mexico that apply to the Picachos Project; an asset tax and a corporate income tax.  Corporations have to pay a federal tax on assets at 1.8% of the average value of assets less certain liabilities.  Corporate income tax is credited against this tax.  Mexican corporate taxes are calculated based on gross revenue deductions for all refining and smelting charges, direct operating costs, and all head office general and administrative costs; and depreciation deductions.  The 2005 corporate tax rate in Mexico is 30%.

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Foreign currency fluctuations and inflationary pressures may have a negative impact on the Company's financial position and results.    The Company's property interests in Mexico make it subject to foreign currency fluctuations and inflationary pressures which may adversely affect the Company's financial position and results. As the Company maintains its accounts in Canadian and US dollars, any appreciation in Mexican currency against the Canadian or US dollar will increase our costs of carrying out operations in Mexico. Further, any decrease in the US dollar against the Canadian dollar will result in a loss on our books to the extent we hold funds in US dollars. The steps taken by management to address foreign currency fluctuations may not eliminate all adverse effects and, accordingly, the Company may suffer losses due to adverse foreign currency fluctuations. The Company also bears the risk of incurring losses occasioned as a result of inflation in Mexico.

Regulation of Mining Operations in Mexico is Very Extensive.    Regulatory requirements to which the Company is subject to in Mexico include certain permits that require periodic or annual renewal with governmental and regulatory authorities. In addition, the Company is required to comply with existing permit conditions. Although the Company believes that it is currently in full compliance with existing permit conditions, and although its permits have been renewed by governmental and regulatory authorities in the past, there are no assurances that the applicable governmental and regulatory authorities will renew the permits as they expire, or that pending or future permit applications will be granted, or that existing permits will not be revoked. In the event that the required permits are not granted or renewed in a timely manner, or in the event that governmental and regulatory authorities determine that the Company is not in compliance with its existing permits, the Company may be forced to suspend operations.

Risks related to the Company’s Foreign Investments and Operations.    The Company conducts exploration activities in Canada, Mexico and Niger.  The Company’s foreign mining investments are subject to the risks normally associated with the conduct of business in foreign countries. The occurrence of one or more of these risks could have a material and adverse effect on the Company’s earnings or the viability of its affected foreign operations, which could have a material and adverse effect on the Company’s future cash flows, results of operations and financial condition.

Risks may include, among others, labor disputes, invalidation of governmental orders and permits, corruption, uncertain political and economic environments, war, civil disturbances and terrorist actions, arbitrary changes in laws or policies of particular countries, foreign taxation, delays in obtaining or the inability to obtain necessary governmental permits, opposition to mining from environmental or other non-governmental organizations, limitations on foreign ownership, limitations on the repatriation of earnings, limitations on gold exports and increased financing costs. These risks may limit or disrupt the Company’s projects, restrict the movement of funds or result in the deprivation of contract rights or the taking of property by nationalization or expropriation without fair compensation.

There is a Risk that we will be Unable to Compete for Mineral Properties, Investment Funds and Technical Expertise.    Significant and increasing competition exists for the limited number of gold, uranium, and other precious metal acquisition opportunities available in North, South and Central America and elsewhere in the world. As a result of this competition, some of which is with large, established mining companies with substantially greater financial and technical resources than us, we may be unable to acquire additional attractive precious metal mining properties on terms we consider acceptable. Moreover, this competition makes it more difficult for us to attract and retain mining experts, and to secure financing for our operations. Accordingly, there can be no assurance that our exploration and acquisition programs will be successful or result in any commercial mining operation.

We Do Not Have Insurance; We Will Not be Able to Insure Against All Possible Risks.    The Company’s business is subject to a number of risks and hazards generally, including adverse environmental conditions, industrial accidents, labor disputes, unusual or unexpected geological conditions, ground or slope failures, cave-ins, changes in the regulatory environment and natural phenomena such as inclement weather conditions, floods and earthquakes. Such occurrences could result in damage to mineral properties or production facilities, personal injury or death, environmental damage to the Company’s properties or the properties of others, delays, monetary losses and possible

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legal liability. Although the Company intends to obtain insurance to protect against certain risks in such amounts as it considers to be reasonable, it does not have any insurance at the present time. If and when insurance is obtained, of which there can be no assurance, the insurance will not cover all the potential risks associated with a mining company’s operations. Moreover, the Company may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Moreover, insurance against risks such as environmental pollution or other hazards as a result of exploration and production is not generally available to the Company or to other companies in the mining industry on acceptable terms. The Company might also become subject to liability for pollution or other hazards which may not be insured against or which the Company may elect not to insure against because of premium costs or other reasons. Losses from these events may cause the Company to incur significant costs that could have a material adverse effect upon its financial performance and results of operations. Should a catastrophic event arise, investors could lose their entire investment.

If We are Unable to Maintain the Infrastructure for Our Exploration Activities, We Could be Adversely Affected. Our exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important factors which affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect the Company’s exploration activities and its financial condition.

Management May Be Subject to Conflicts of Interest Due to Affiliations with Other Resource Companies.    Because some of our directors and officers serve as officers and/or directors of other resource exploration companies which are themselves engaged in the search for additional opportunities, situations may arise where these persons are presented with, or identify, resource exploration opportunities that may be or perceived to be in competition with us for exploration opportunities. Since all of our officers and directors have a financial interest in other resource issuers to which they owe a fiduciary duty, it is likely our management may never be financially disinterested in such potential conflict of interest situations. It is likely that these other companies will be in competition with us for properties, funds, and personnel. Although it is anticipated that such potential conflicts will be dealt with in accordance with corporate and common law of the Province of Ontario, there can be no assurance any conflicts will be dealt with in a way that is best for the Company.

Although directors are required to declare and refrain from voting on any matter in which such directors may have a conflict of interest in accordance with the procedures set forth in the Business Corporations Act (Ontario) and other applicable laws, this could result in a situation where it will be difficult to have a totally disinterested board of directors deciding on a matter.

Our Management May Not Be Subject to U.S. Legal Process.    The enforcement by investors of civil liabilities under the United States federal securities laws may be adversely affected by the fact that all of our officers and directors are neither citizens nor residents of the United States. There can be no assurance that (a) U.S. stockholders will be able to effect service of process within the United States upon such persons, (b) U.S. stockholders will be able to enforce, in United States courts, judgments against such persons obtained in such courts predicated upon the civil liability provisions of United States federal securities laws, (c) appropriate foreign courts would enforce judgments of United States courts obtained in actions against such persons predicated upon the civil liability provisions of the federal securities laws, and (d) the appropriate foreign courts would enforce, in original actions, liabilities against such persons predicated solely upon the United States federal securities laws.

Prices for Precious Metals such as Gold are Volatile and Could Decline.    Historically, gold prices have fluctuated, so that there is no assurance, even if substantial quantities of gold are discovered, that we can make a profit. The prices of uranium, precious and base metals fluctuate on a daily basis and have experienced volatile and significant price movements over short periods of time. Prices are affected by numerous factors beyond our control, including international economic and political trends, expectations of inflation, currency exchange fluctuations (specifically, the U.S. dollar relative to

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other currencies), interest rates, central bank transactions, world supply for precious and base metals, international investments, monetary systems, and global or regional consumption patterns (such as the development of gold coin programs), speculative activities and increased worldwide production due to improved mining and production methods. The effect of these factors cannot be accurately predicted, and the combination of these factors may result in us not receiving adequate returns on invested capital or the investments retaining their respective values. There is no assurance that the price of gold and of other precious and base metals will be high enough so that our properties, assuming that we ever discover substantial quantities of gold, could be mined at a profit.

Our Stock will be a Penny Stock which Imposes Significant Restrictions on Broker-Dealers Recommending the Stock For Purchase.    The Securities and Exchange Commission (SEC) has adopted regulations that define ‘‘penny stock’’ to include common stock that has a market price of less than $5.00 per share, subject to certain exceptions. These rules include the following requirements: broker-dealers must deliver, prior to the transaction, a disclosure schedule prepared by the SEC relating to the penny stock market; broker-dealers must disclose the commissions payable to the broker-dealer and its registered representative; broker-dealers must disclose current quotations for the securities; if a broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market; and a broker-dealer must furnish its customers with monthly statements disclosing recent price information for all penny stocks held in the customers’ account and information on the limited market in penny stocks. Additional sales practice requirements are imposed on broker-dealers who sell penny stocks to persons other than established customers and accredited investors. For these types of transactions, the broker-dealer must make a special suitability determination for the purchaser and must have received the purchaser’s written consent to the transaction prior to sale. If our Shares become subject to these penny stock rules these disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the Shares, if such trading market should ever develop, of which there can be no assurance. Accordingly, this may result in a lack of liquidity in the Shares and you may be unable to sell your Shares on terms you consider reasonable.

Our Stock Price Could be Volatile.    The market price of our Shares, like that of the common shares of many other natural resource companies, has been and is likely to remain highly volatile. Results of exploration activities, the price of gold, copper, uranium, and other precious metals, period-to-period fluctuations in our operating results, changes in estimates of the Company's performance by securities analysts, market conditions for shares of natural resource companies in general, and other factors beyond the control of the Company, could have a significant, adverse impact on the market price of the Shares.

We Do Not Plan to Pay Any Dividends in the Foreseeable Future. The Company has never paid a dividend and it is unlikely that the Company will declare or pay a dividend until warranted based upon the factors outlined below. The declaration, amount and date of distribution of any dividends in the future will be decided by the Board of Directors from time-to-time, based upon, and subject to, the Company’s earnings, financial requirements and other conditions prevailing at the time.

The Company Will Have Only One Full-Time Consultant Acting in a Management Capacity.    The Company has two management consultants, each acting in their respective capacities as Chairman of the Board of Directors and President and CEO. Mr. Kabir Ahmed acts as the Company’s Chairman and Mr. Marek Kreczmer acts as the Company’s President and CEO. Messrs. Ahmed and Kreczmer are the Company’s only full-time service providers. Mr. Ahmed intends to resign from all of his positions with the Company, including its Board of Directors, on or about July 7, 2006. Mr. Errol Farr, our Chief Financial Officer, works for the Company on a part-time basis, devoting approximately ten to fifteen hours a month on the Company’s affairs. Upon the resignation of Mr. Ahmed, Mr. Kreczmer will be the Company’s only full-time service provider. The loss of Mr. Kreczmer, for any reason, or our inability to attract and retain additional highly skilled employees, may adversely affect our business and future operations. We do not carry key-man insurance on any members of our management

Future Sales of Common Shares by Existing Shareholders.    Sales of a large number of our Shares in the public markets, or the potential for such sales, could decrease the trading price of the Shares

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and could impair the Company’s ability to raise capital through future sales of Shares. The Company has previously issued Shares at an effective price per share which is lower than the effective price of the Shares in the Company’s public offering of its Shares completed in February 2004. Accordingly, certain shareholders of the Company have an investment profit in the Shares that they may seek to liquidate.

Item 4. Information on the Company.

	A.	History and Development of the Company.

The Company was incorporated under the laws of the Province of Ontario, Canada on September 26, 2003.

The principal business office of the Company is located at 36 Toronto Street, Suite 1000, Toronto, Ontario M5C 2C5 Canada. Its telephone number is (416) 365-6580. The Company does not have an agent in the United States.

Its registered and records office is located at 200 King Street West, Suite 2300, Toronto, Ontario M5H 3W5 Canada. Its telephone number is (416) 595-2300.

	B.	Business Overview*.

	*	See Glossary on pages 39-42 for terms used throughout this Annual Report.

Forward-Looking Statements

Safe Harbor Statement under the United States Private Securities Litigation Reform Act of 1995: Except for the statements of historical fact contained herein, the information presented constitutes ‘‘forward-looking statements’’ within the meaning of the Private Securities Litigation Reform Act of 1995. Often, but not always, forward-looking statements can be identified by the use of words such as ‘‘plans’’, ‘‘expects’’, ‘‘budget’’, ‘‘scheduled’’, ‘‘estimates’’, ‘‘forecasts’’, ‘‘intends’’, ‘‘anticipates’’, ‘‘believes’’, or variation of such words and phrases that refer to certain actions, events or results to be taken, occur or achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the actual results of exploration activities, the estimation or realization of mineral reserves and resources, capital expenditures, costs and timing of the development of new deposits, requirements for additional capital, future prices of gold, possible variations in ore grade or recovery rates, failure of plant, equipment or processes to operate as anticipated, accidents, labor disputes and other risks of the mining industry, delays in obtaining governmental approvals, permits or financing or in the completion of development or construction activities, currency fluctuations, title disputes or claims limitations on insurance coverage and the timing and possible outcome of pending litigation, as well as those factors discussed under Item 3 in the section entitled ‘‘Risk Factors’’. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

General

The Company was founded on September 26, 2003 to explore for precious and base metals and uranium. The Company is currently focused on properties with potential gold and silver deposits, and uranium. The Company is an exploration stage company and is not engaged in any mining operations, and there can be no assurance it will ever engage in mining operations. To date, its only mining interests are (i) an option to acquire a 100% interest in properties in Mexico's Durango state (the

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‘‘Picachos Project’’), (ii) the acquisition in March 2006 of the right to explore two uranium properties in the Republic of Niger, Africa, (iii) an option to acquire up to a 65% interest in the North Rae Uranium Project, Northern Quebec, Canada, (iv) an option to acquire a 75% interest in the Waterbury Project, which consists of nine uranium claims in the Athabasca Basin, Saskatchewan, Canada, and (v) a Letter of Intent dated June 9, 2006 granting it the right to conduct due diligence and to potentially enter into an option agreement to acquire the Saguenay Uranium Property, located in Charlevoix County, Quebec. In December 2005 the Company acquired an option to acquire a 100% interest of the Firefly Project, in the La Sal uranium district in southeastern Utah, but in June 2006 decided to let the option lapse. In addition, during the year ended December 31, 2005 the Company dropped its option to acquire a 50% interest in the Bear Project, Longtom Property, located in the Northwest Territories, Canada because it wanted to concentrate more of its resources on the Picachos Project, which it believed had more potential. The Company had spent approximately $600,000 on the Bear Project. Reference is made to ‘‘Item 4. Information on the Company. D. Property, Plants and Equipment.’’ for a detailed description of the Company’s mining interests.

There can be no assurance that a commercially mineable mineral deposit exists on any of these properties.

On May 11, 2006 Mr. Marek Kreczmer, the Company’s President, assumed the position of Chief Executive Officer. Mr. Kabir Ahmed, formerly the Chief Executive Officer, was appointed Chairman of the Company’s Board of Directors. On May 25, 2006, Mr. Wayne Beach, Jon North, and J. Scott Waldie resigned from the Board of Directors and were replaced by Anton Esterhuizen, Simon Lawrence, and Joseph D. Horne. On or about July 7, 2006 Mr. Kabir Ahmed intends to resign from the Company’s Board of Directors. Reference is made to ‘‘Item 6. Directors, Senior Management and Employees.’’

Description of Mining Industry

Our business is highly speculative. We are exploring for base and precious metals and other mineral resources. Ore is rock containing particles of a particular mineral (and possibly other minerals which can be recovered and sold), which rock can be legally extracted, and then processed to recover the minerals which can be sold at a profit. Although mineral exploration is a time consuming and expensive process with no assurance of success, the process is straight forward. First, we acquire the rights to enable us to explore for, and if warranted, extract and remove ore so that it can be refined and sold on the open market to dealers. Second, we explore for precious and base metals by examining the soil, rocks on the surface, and by drilling into the ground to retrieve underground rock samples, which can then be analyzed. This work is undertaken in staged programs, with each successive stage built upon the information gained in prior stages. If exploration programs discover what appears to be an area which may be able to be profitably mined, we will focus our activities on determining whether that is feasible, while at the same time continuing the exploratory activities to further delineate the location and size of this potential ore body. Things that will be analyzed by us in making a determination of whether we have a deposit which can be feasibly mined at a profit include:

	1.	The amount of mineralization which has been established, and the likelihood of increasing the size of the mineralized deposit through additional drilling;

	2.	The expected mining dilution;

	3.	The expected recovery rates in processing;

	4.	The cost of mining the deposit;

	5.	The cost of processing the ore to separate the gold or uranium from the host rocks, including refining the precious or base metals;

	6.	The costs to construct, maintain, and operate mining and processing activities;

	7.	Other costs associated with operations including permit and reclamation costs upon cessation of operations;

	8.	The costs of capital;

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	9.	The costs involved in acquiring and maintaining the property; and

	10.	The price of the precious or base minerals. For example, the price of one ounce of gold for the years 2001-2005 ranged from a low of $271 U.S. in 2001, to a high of $536.50 U.S. in 2005. At June 28, 2006, the price of gold was $582.75 U.S. per ounce1 .. The price of one pound of uranium for the years 2001-2005 ranged from a low of $7.25 U.S. in 2001, to a high of $36.25 U.S. in 2005. At June 26, 2006, the price of uranium was $45.50 U.S. per pound.

Our analysis will rely upon the estimates the plans of geologists mining engineers, metallurgists and others.

If we determine that we have a feasible mining project, we will consider pursuing alternative courses of action, including:

	•	seeking to sell the deposit or the Company to third parties;

	•	entering into a joint venture with larger mining company to mine the deposit; or

	•	placing the property into production ourselves.

There can be no assurance, that we will discover any precious or base metals, establish the feasability of mining a deposit, or, if warranted, develop a property to production and maintain production activities, either alone or as a joint venture participant. Furthermore, there can be no assurance that we would be able to sell either the deposit or the Company on acceptable terms, or at all, enter into such a joint venture on acceptable terms, or be able to place a property into production ourselves. If we do enter actual mining operations, which is unlikely in the near future, our operations will be subject to various factors and risks generally affecting the mining industry, many of which are beyond our control. These include the price of precious or base metals declining, the possibility that a change in laws respecting the environment could make operations unfeasible, or our ability to conduct mining operations could be adversely affected by government regulation. Reference is made to ‘‘Item. 3. Key Information. D. Risk Factors.’’

Regulation of Mining Industry

Canada

Although each province of Canada has its own regulations for the mining industry, generally the following is true. Prior to commencing any exploration activities in Canada, and depending on the provincial jurisdiction, the Company or the party intending to carry out a work program on a mineral property may be required to apply to the appropriate local government agencies for a number of permits or licenses related to mineral exploration activities. These permits or licenses may include water and surface use permits, occupation permits, fire permits, and timber permits. Prior to being issued the various permits or licenses, the applicant may have to file a detailed work plan with the applicable government agency. Permits are issued on the basis of the work plan submitted and approved by the governing agency. Additional work on a given mineral property or a significant change in the nature of the work to be completed would require an amendment to the original permit or license.

As part of the permit or licensing requirements, the applicant is required to post an environmental reclamation bond in respect to the work to be carried out on the mineral property. The amount of such bond is determined by the amount and nature of the work proposed by the applicant. The amount of a bond may also be increased with increased levels of development on the property.

The Company has or will make application to the appropriate agencies for permits and licenses relating to those properties upon which the Company intends to carry out work during the 2006 exploration season. For those mineral properties in which the Company has an interest but is not the operator of the work programs, application for the required permits and licenses and the posting of the reclamation bonds will be made by the party entitled to carry out exploration work on the property. The Company believes that it is currently in compliance with all applicable environmental laws and regulations in Canada.

1	Based upon the Average Spot Price of Gold, London PM fix.

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Mexico

The exploration and exploitation of minerals in Mexico may be carried out by Mexican citizens or Mexican companies incorporated under Mexican law by means of obtaining exploration and exploitation concessions. Exploration concessions are granted by the Mexican federal government for a period of six years from the date of their recording in the Public Registry of Mining and are not renewable. Holders of exploration concessions may, prior to the expiration of such exploration concessions, apply for one or more exploitation concessions covering all or part of the area covered by one exploration concession. Failure to apply prior to the expiration of the term of the exploration concession will result in termination of the concession. An exploitation concession has a term of 50 years, generally renewable for a further 50 years upon application within five years prior to the expiration of such concession. Both exploration and exploitation concessions are subject to annual work requirements and payment of surface taxes which are assessed and levied on a semiannual basis. Such concessions may be transferred or assigned by their holders, but such transfers or assignments must comply with the requirements established by the Mexican Mining Law and be registered before the Public Registry of Mining in order to be valid against third parties.

Mineral exploration and exploitation concessions may also be obtained by foreign citizens or foreign corporations, in this latter case, through the establishment of a branch or subsidiary in Mexico, and in the case of foreign citizens, provided that they comply with certain requirements set forth in the Foreign Investment Law. Foreign citizens are required to apply for the corresponding authorization before the Ministry of Foreign Affairs and register their investment in the National Registry of Foreign Investment. In the case of a branch of foreign corporations, in addition to registration in the National Registry of Foreign Investment, additional authorization from the Ministry of Economy is required in order to obtain subsequent registration in the corresponding local Public Registry of Commerce.

Mexican mining law does not require payment of finder's fees or royalties to the Government, except for a discovery premium in connection with national mineral reserves, concessions in marine zones and claims or allotments contracted directly from the Council of Mineral Resources. None of the property interests held by the Company are under such fee regime. However, holders of exploration and exploitation concessions are required to pay surface taxes which are assessed and levied on a semi-annual basis.

Republic of Niger

There are four types of licenses available for companies and individuals interested in exploration and development of mineral resources. A Prospecting Authorization gives the holder the right to search for one or a number of minerals. It is non-exclusive and confers to the holder any rights to an exclusive exploration permit within the limits and time validity of the Authorization.

Prospecting Authorizations are valid for one year, renewable indefinitely for one year periods. Only surface prospecting is permitted, including remote sensing techniques. The objective of the prospecting program must be stated in the application, although there are no fee or land holding requirements.

An Exploration Permit is valid for three-years, renewable for two further three-year periods subject to certain land holding reduction criteria and field works. The area held under a permit cannot exceed 2,000 km² in a rectangular block.

An Exploration Permit confers to the holder the right to dispose of any minerals obtained during exploration and test work, and also confers the right to a Mining Permit if a viable reserve is discovered. Applications must stipulate the minerals sought (additional minerals can be included later), and a time and expenditure schedule. A variable fee (CFA F 300.000) is tied to the permit, and holders are required to submit progress reports to the Government on their activities.

A Mining Permit will be granted in the case of successful exploration, subject to the right of the Government to participate in the project. A ’small mine’ permit is valid for five years, renewable 3 times for five-year periods, while a ‘large mine’ permit lasts for 20 years initially, renewable 2 times per period of 10 years. Further extensions are possible if commercial reserves remain.

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Companies applying for Mining Permits must conform to Nigerien Company law. The Government requires an initial 10% share in the mining project, free of all costs, which can be later increased to a maximum of 30% through share purchases. Fees for mining permits are around $1,400 and $2,000 for small and large mining permits respectively.

The fourth type of license is the Authorization for Small-Scale Mining, and it concerns artisanal level of production.

The Government of Niger has stated that it welcomes overseas private investment as a key to relaunching its national economy, and its mining code contains a number of incentives for potential investors. These include income tax holidays and many exemptions (customs duty exemption, exemption in some cases from value-added tax, the right to remit dividends freely) equal opportunities for overseas and national investors, and guaranteed freedom from nationalization or expropriation.

Mining companies are subject to a number of fees and taxes:

Annual area fees are related to the licenses except to the prospecting authorization.

Mining royalties are payable at a rate of 5.5% of the final selling price of the mineral commodity produced. Royalties are, however, deductible from income tax, which is levied at a rate of 35% after the deduction of operating and production costs. Small mines enjoy a two-year income tax holiday, while for large mines this period extends to five years from the start of commercial production. Dividends distributed to share holders attract a 16% capital gains tax. Other charges include stamp duty, public notary fees, value added tax and social security contributions for employees.

Customs duties are not charged on equipment imported for use for direct mining operations, or temporarily for exploration programs. Mineral products may be exported free of duty.

Niger uses the CFA francs, which is tied to the Euros and is fully convertible (1 Euro = 656 Fcfa). Foreign exchange regulations are very liberal, although with the requirement that overseas transactions must be authorized by the Ministry of Finance and made through a registered bank.

	C.	Organizational Structure.

The Company has one inactive U.S. subsidiary.

	D.	Property, Plants and Equipment.

	A.	Picachos Project, Durango State, Mexico

In July 2004, the Company entered into an option agreement with RNC Gold Inc. (‘‘RNC’’) to acquire a 50% interest in two silver-gold properties in Mexico's Durango and Sinaloa provinces (the ‘‘Picachos Project’’). Subsequently, in October 2005, the Company amended its option agreement to acquire the remaining 50% interest in the Picachos Project. The Picachos property portfolio originally included the 7,700-hectare (19,000-acre) silver-gold Picachos property area in Durango State and the 17,800-hectare (43,900-acre) Tango gold claims in Sinaloa State. In 2005 the Company decided to focus its exploration on the 7,700 hectare silver-gold Picachos Property, so on November 17, 2005 the Company dropped its interest in the Tango gold claims in Sinaloa State.

In order to earn its initial 50% interest in the Picachos Project, the Company must expend $1,500,000 in exploration expenditures on or before December 31, 2006. To March 31, 2006, the Company has spent approximately $786,000 in exploration expenditures on the project and is expected to spend approximately $1 million during the balance of the year. Also, as part of the Picachos Option Agreement, the Company must by July 2007 generate a feasibility study for the production of a minimum of 25,000 ounces of gold per year (‘‘Feasibility Study’’).

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Subsequently, in October 2005, the Company amended its agreement with RNC to acquire an option to acquire a 100% interest in the Picachos Project. After the Company earns a 50% interest in the project, the Company will be granted the right to acquire RNC’s remaining 50% stake in the Picachos Project. The purchase price for acquiring the remaining 50% interest would be $20,000,000, payable as follows:

	1.	$3,000,000 at the time the Feasibility Study is completed;

	2.	$9,000,000 at the Commencement of Commercial Production

	3.	$2,000,000 on each of the first through fourth anniversaries of the Commencement of Commercial Production.

In addition, the Company issued RNC 200,000 Shares. To retain its acquisition rights, the Company must keep the claims comprising the Picachos Project in good standing by undertaking minimum work commitments of approximately $50,000 annually.

Kabir Ahmed, currently the Chairman of the Company’s Board of Directors, was a director of RNC at the time the original option agreement was entered into in 2004, but he has resigned his position as a director of RNC during 2005, prior to the October 2005 amendment to the option agreement.

The properties comprising the Picachos Project do not contain a known commercially mineable mineral deposit and the Company’s proposed exploration programs are exploratory in nature.

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Property Description, Location and Access

The following information regarding the Picachos Project’s location, access, history, planned exploration activities, and related topics are summarized from a report titled ‘‘A Technical Review of the Picachos Silver-Gold Prospects, Western Durango State, Mexico for Northwestern Mineral Ventures Inc.,’’ prepared by Watts, Griffis and McOuat Limited (‘‘WGM’’), Consulting Geologists and Engineers, and dated November 24, 2004 (the ‘‘WGM Report’’). There is no known commercially mineable mineral deposit on any of the properties comprising the Picachos Project.

The Picachos area is located in the western portion of Durango State, 100 kilometers west-southwest of the state capital, Durango. It is situated within the Zona Minera La Ventana of the Sierra Madre Occidental Mountains. The exploration concessions or licenses are owned by Minera Tango S.A. de CV. (‘‘Tango’’), a Mexican corporation, which is 75% owned by RNC Gold Inc. (‘‘RNC’’), and 25% owned by Minera Camargo S.A. de C.V. (‘‘Camargo’’), a Mexican company. Prior to Tango acquiring the licenses, Camargo acquired the licenses based on the presence of a large number of old native silver-gold mine workings and a favorable geological setting. Most of the mine workings were enlarged as a result of the interest of the early Spanish settlers.

The Los Cochis prospect portion of the property is located just below the village of La Mesa de Los Negros, about 5 kilometers from the main regional highway between Durango and Mazatlan, the capital of neighboring Sinaloa State. It is on the south central part of the ‘‘Camargo’’ concession, part of a larger land package in the southeastern quadrant of a caldera complex in the Western Sierra Madre.

According to the WGM Report, the Picachos concession (4,225.4 hectares) was registered with SECOFI (the Mexican Mining Recorder) July 12, 1999 by Camargo. Camargo is a private Mexican corporation, owned 80% by Michelle Robinson, MASc, P.Eng., and 20% by Jose Vargas Gaytan, a Mexican prospector. The legal survey was completed and filed September 6, 1999. The legal survey for the Camargo concession (2,577.5 hectares) was filed with SECOFI on May 16, 2002. Legal title was recorded for both claims on July 9, 2002.

Temperatures are subject to seasonal variations, which are largely dependent on elevation. Above 2,000 meters, the climate is drier and temperatures range from over 30°C in summer to below freezing at night in the winter with some snowfall. Below 2,000 meters, the climate gradually becomes more hot and humid, with temperatures ranging from 10°C in winter to 38°C in summer. Irrespective of season, nightfall can bring substantial drops in temperature. The rainy season is from July to October.

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According to the WGM Report, there is a ready supply of labor in the immediate area of the prospects. People living in the Picachos area are mainly farmers, cattle ranchers, and fruit growers. A 230 KV electrical transmission line runs parallel to Highway 40. Neveros is connected to the power grid via a branch line. The village of La Mesa de Los Negros has grid electricity and a telephone.

The Picachos Property covers small past silver and gold producers and several significant silver/gold showings that remain to be fully explored. Camargo and Tango have carried out a significant amount of ground work, including geochemical sampling and two drill holes.

Based on its comparisons with other mines and mineral deposits in the Sierra Madre, including the Tayoltita Mine located a short distance to the north, the WGM Report concluded that the Picachos area has the potential to host an economically significant silver-gold deposit. In addition, the silver-gold values found on the property demonstrate a potential for bulk tonnage scale mineralization. However, there is no known commercially mineable mineral deposit on any of the properties comprising the Picachos Project and the Company’s proposed exploration programs are exploratory in nature.

Summary of 2004 Minimum Work Exploration Program and Budget

In 2004, the Company completed a limited work program of trenching, soil sampling and geochemistry analysis on both of its silver-gold properties in Mexico. The limited work program, which was completed in December 2004, was required as part of the Company’s minimum work commitments to keep all of the claims in good standing. The Company expended approximately $50,000 towards the limited work program.

Summary of First Phase 2005 Exploration Program

In 2004, the geological and engineering firm of Watts, Griffis and McOuat Limited (‘‘WGM’’), proposed a first phase exploration program costing $526,000 for the Company. This first phase exploration program consisted of additional land acquisition; the acquisition and study of remote sensing imagery; a fixed-wing airborne magnetometer survey; hand trenching, soil geochemical surveying and sampling at three of the most prospective targets for gold (El Toro, Los Cochis and Guadalupe targets); and preparations for underground development and diamond drilling at a fourth site, the El Pino target.

The Company’s first phase exploration program was completed during the third quarter of 2005, at a cost of $620,980. The Company completed all aspects of the WGM first phase exploration program — but has postponed the airborne survey and preparations for underground development at El Pino, which will be carried out in the Company’s second phase exploration program, which is expected to cost $1.0 million.

The results of the first phase exploration program have been generally positive. Results are available for 7,056 samples from Los Cochis, El Toro and Guadalupe. The highest gold values to date were returned from the El Toro samples, which define a strong polymetallic geochemical anomaly. Several of these samples contained in excess of 500 ppb gold, and values of 2,424 ppb gold occurred in soils near the previous mine workings. This discovery at El Toro is in addition to the large Los Cochis anomaly, which returned the highest silver values to date and has already been identified by the Company as a compelling drill target.

Summary of Proposed Second Phase 2005-2006 Exploration Program

The Company is expected to prepare a second phase exploration program, costing $1.0 million, which is expected to be completed by December 30, 2006. The second phase exploration program will be designed to further develop the Los Cochis, El Toro and Guadalupe targets; airborne survey of the Picachos properties; and underground development of the El Pino target. The Company intends to fully fund the second phase exploration program from its existing working capital. In order to retain its option interest in the Picachos Project, the Company must expend an additional $1.0 million in exploration by December 30, 2006.

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Management of Picachos Project

Michelle Robinson, MASc, P.Eng., a professional engineer, is the person responsible for overseeing and carrying out the Company’s exploration programs on the Picachos Project in Mexico.

	B.	Uranium Concession, Niger, Africa

On March 8, 2006 the Company completed the acquisition of two uranium concessions in Niger, Africa. These concessions, the In Gall Concession and the Irhazer Concession, cover a total 4,000 square kilometers (988,000 acres) and were selected for their favorable geology, exploration potential and strategic location — situated in the same stratigraphy as two operating uranium mines which together yield almost 10% of worldwide production, according to the International Atomic Energy Agency, a division of the United Nations. The Company’s objective in applying for the uranium concessions in the Republic of Niger is to minimize its exploration risk by attempting to diversify the Company’s property portfolio.

The Company was required to file a formal concession application for with the Ministry of Mines & Energy, Niger. The work commitments have been negotiated with the Director of Mines and the application was thereafter referred to the Minister of Mines & Energy for review. After its approval by the Minister of Mines & Energy the application was then forwarded to the Ministers Council for formal approval.

The concessions were granted to the Company for a period of thirty years. Under the terms of the concessions, the Company is required to spend a total of $4.4 million U.S. on exploration of the concessions over the next three years, as set forth below:

YEAR			AMOUNT FOR EACH PROPERTY			TOTAL FOR YEAR
Year 1			$200,000 US			$400,000 US
Year 2			$600,000 US			$1,200,000 US
Year 3			$1,400,000 US			$2,800,000 US

The Company’s concessions provide it with the right to dispose of any minerals obtained during exploration and test work, and also confers on the Company the right to a mining permit, if a viable reserve is discovered.

The Government of Niger is automatically granted an initial ten (10%) percent non-participating interest in the project. In addition, the Government of Niger can subscribe to a maximum twenty (20%) percent interest of the operating company to be formed to develop the properties. In the event the Government of Niger does not subscribe for its 20% interest at the time of incorporation, it will lose its right to subscribe for such interest.

A Mining Convention signed on March 8, 2006 by the Company and the Government of Niger guarantees for thirty years the stability of administrative, judicial, fiscal, customs, financial, economic and social conditions during the duration of the Convention, covering both exploration and exploitation activities.

The Company had prepared a ‘‘Technical Evaluation Report 43-101, Northwestern Mineral Ventures Inc., Uranium Properties, Niger, West Africa,’’ dated March 9, 2006, prepared by Claude Jobin, P.Eng. M.Sc., and El Hamet Mai Ousmane, Ph.D. (‘‘Irhazer and In Gall Technical Report’’).

Property Description

The Irhazer and In Gall concessions are located in the Agades area, department of Techirozrine, Niger. Each concession consists of approximately two thousand (2,000) square kilometers. The rainy season is from June to September with annual rainfall averaging 93 millimeters in Agades. The temperature ranges from 15 degrees Centigrade to 40 degrees centigrade.

Access to Properties

The properties may be accessed from the capital, Niamey, by paved road up to In Gall village and from there by four wheel drive vehicles. In addition, a flight may be taken from Niamey to Arlit, from where the properties can be accessed by four wheel drive vehicles.

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Work Program and Budget for the First Three-Year Period

The Irhazer and In Gall Technical Report has recommended a three-year exploration program for the two concessions, costing each a total of $2,200,000 U.S., which the Company intends to follow. According to the Irhazer and In Gall Technical Report, the work program and budget is the same for both properties. The proposed exploration programs are as follows:

The first work program will include an airborne high sensitivity magnetic/gamma ray survey of 5,000 kilometers, along lines 200 meters apart, with a ground follow up of the anomalies.

FIRST YEAR EXPENSES			$US
Contribution to technical training					20,000
Wages of expatriate personnel					15,000
Wages of local personnel					30,000
Airborne Survey 5,000km x $14					70,000
Vehicle					15,000
Equipment					10,000
Office, field camp					10,000
Travel, communication					10,000
Consumables, fuel					10,000
Miscellaneous					10,000
TOTAL:				$	200,000

The second year work program will include 6000 meters of reverse circulation drilling at an average depth of 400 meters; samples will be assayed for uranium and multi elements.

SECOND YEAR EXPENSES			$US
Contribution to technical training				$	20,000
Wages of expatriate personnel					40,000
Wages of local personnel					30,000
Reverse circulation drilling 6,000m x $50					300,000
Down hole radiometric 6,000 x $10					60,000
Chemical assays 6,500 x $8					52,000
Vehicle					15,000
Equipment					15,000
Office, field camp					15,000
Travel and communications					15,000
Consumables, fuel					15,000
Miscellaneous					23,000
TOTAL:				$	600,000

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The third year program could include 15,500 meters of drilling if encouraging results were obtained from the previous year

THIRD YEAR EXPENSES			$US
Contributions to technical training				$	20,000
Wages of expatriate personnel					70,000
Wages of local personnel					75,000
Reverse circulation drilling 15,500m x $50					775,000
Down hole radiometric 15,500m x $10					155,000
Chemical assays 16,500 x $8					132,000
Equipment					25,000
Office, field camp					40,000
Travel and communications					30,000
Consumables, fuel					25,000
Miscellaneous					53,000
TOTAL:				$	1,400,000

The Company intends to pay for the exploration programs from its working capital.

The Company’s President and CEO, Marek Kreczmer, will be supervising the exploration activities through an exploration team composed of Nigerien geologists and expatriate technical professionals.

History

There is no history of exploration on the Irhazer or In Gall concessions. Uranium was first discovered in Niger in 1957. Since that time there have been a number of uranium discoveries, with two open pit mines and one underground mine established. The established mines are located approximately 150 kilometers from the Company’s concessions. However, there can be no assurance that there is a commercially mineable deposit of uranium on any of the Company’s properties. The Company’s activities will be exploratory in nature.

There is no known commercially mineable mineral deposit on either the Irhazer or In Gall concessions.

	C.	Waterbury Uranium Project, Saskatchewan, Canada

Pursuant to an agreement dated November 9, 2005 with Canalaska Ventures Ltd. (‘‘Canalaska’’), the Company acquired an option to acquire up to a 75% interest in the Waterbury Uranium Project, Saskatchewan, Canada (‘‘Waterbury Project’’). The Waterbury Project covers 12,417 hectares and includes nine prospective uranium claims located in the Althabasca Basin, Saskatchewan, Canada.

To acquire the 75% interest in the Waterbury Project, the Company would first acquire a 50% interest, with options to acquire additional 10% and 15% interests.

To acquire the initial 50% interest, the Company is required to (i) make cash payments to Canalaska of $150,000, by April 1, 2008, (ii) issue Canalaska a total of 300,000 Shares by April 1, 2007, (iii) incur $2,000,000 of exploration expenditures by April 1, 2008, and (iv) grant Canalaska a 3% net smelter royalty (‘‘NSR’’) on any production, if any, from the Waterbury Project, as set forth below.

The Company is required to pay Canalaska $150,000 as follows:

On or prior to the earlier of December 9, 2005 and the date the agreement was signed					$25,000
On or prior to April 1, 2006					$25,000
On or prior to April 1, 2007					$50,000
On or prior to April 1, 2008					$50,000

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The Company is required to issue Canalaska 300,000 Shares, as follows:

On or prior to the earlier of December 9, 2005 and the date the agreement is signed			100,000 Shares
On or prior to April 1, 2006			100,000 Shares
On or prior to April 1, 2007			100,000 Shares

In addition, the Company is required to incur a total of $2,000,000 in exploration expenditures on the Waterbury Project as follows:

On or prior to April 1, 2006					$500,000
On or prior to April 1, 2007					$750,000
On or prior to April 1, 2008					$750,000

Upon the Company satisfying the above requirements, it will have acquired a 50% interest in the Waterbury Project.

As of June 28, 2006 the Company has made all requirements payments and share issuances to Canalaska.

To acquire an additional 10% interest in the Waterbury Project (60% interest in total), the Company will be required to incur an additional $2,000,000 in exploration expenditures within two years of acquiring the 50% interest, with a minimum expenditure of $500,000 in each year.

To acquire an additional 15% interest (75% interest in total), the Company will be required to (i) complete a feasibility study on the Waterbury Project within two years of acquiring the 60% interest (‘‘Development Stage’’), (ii) issue Canalaska 200,000 Shares, (iii) and incur a minimum of $500,000 in annual exploration expenditures for two years. The Company may extend the Development Stage for two years by paying Canalaska a fee of $250,000 in advance for each year of extension.

Upon the Company acquiring its 50% interest in the Waterbury Project, the Company and Canalaska will be deemed to have formed a joint venture, with Canalaska acting as the operator of the joint venture. If the Company increases its interest to 60%, it will be become the operator of the Waterbury Project at that time. After the formation of the joint venture, the party’s obligations to financially contribute to the joint venture will be based upon their respective ownership interests. If any party’s interest in the joint venture falls below 10%, then that party’s interest will revert to a 3% NSR, which in the case of Canalaska, would be in addition to its existing 3% NSR, for a total NSR of 6%.

Location and Access

The Waterbury Project is located in the eastern portion of the Athabasca Basin in Saskatchewan, Canada. The nine mineral claims are located seven miles (12 kilometers) east of the Cigar Lake Deposit and six miles (10 kilometers) south of the Midwest Mine.

Private roads maintained by major uranium producers traverse the property area and provide access to the property, as do numerous drill roads. Daily air service and a provincial highway also serve the area.

Climate

The climate in the Athabasca Basin varies from −50 degrees Celsius in winter to 30 degrees in the summer. Generally, freeze up begins in late October and break up occurs in mid-to-late May. Precipitation is moderate. According to climate conditions, exploration can occur during the winter months once the ground is solidly frozen and in the summer when the break up is completed.

History of Exploration

A large amount of work has been carried out by major uranium producers on areas adjoining the present project claims, with a small portion of this exploration covering the present

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property. The work included airborne and ground electromagnetic and magnetic surveys, boulder prospecting and geochemistry, lake water and sediment geochemistry and diamond drilling.

Geology

Bedrock throughout the properties is overlain by a pervasive layer of unconsolidated deposits; surface investigation of bedrock lithology and geochemistry is therefore achieved mainly from glacially transported boulders.

Flat-lying Athabasca Group sandstones unconformably overlie the Archean and Aphebian basement rocks throughout the properties with depths to the unconformity varying from about 150 meters in the more easterly blocks to perhaps 400 meters in the north end of claim S-107965.

The boundary between the Wollaston and Mudjatic Domains trends northeast-southwest through the cluster of claim blocks.

Archean granitoid domes (magnetic highs) and Aphebian metasediments as interpreted from magnetic data. The properties are largely within interpreted Aphebian metasediments in places
(as in S-107967) bordering Archean domes.

Two major fault systems with which major uranium deposits are associated traverse the area; the northeast-southwest trending Collins Bay is a broad zone of shearing lying southeast of claim S-107967 and a prominent east-west linear passes through the Cigar Lake and Sand Lake-Wolf Lake deposits. Inferred faults trending 105 degrees appear to offset basement formations on claims S107965 and S-107967.

The main structures controlling mineralization at Cigar Lake and the uranium occurrence trend
east-west. Other uranium deposits in the district appear to relate more to northeast-southwest structures.

Magnetic data on claim S-107965 suggest east-west trending metasediments adjacent to an Archean dome and one electromagnetic conductor trending 080 degrees, which indicates possible graphitic horizons. The depth to basement is at, or beyond, the depth range of previous airborne electromagnetic systems and there would appear to be a good chance of detecting additional basement conductors with deeper penetrating systems now available.

There is no known commercially mineable mineral deposit on the Waterbury Project.

	D.	North Rae Uranium Project, Northern Quebec, Canada

On March 2, 2006 the Company signed a Letter of Intent to acquire up to a 65% interest in a uranium project in the Ungava Bay region of northern Quebec, Canada, from Azimut Exploration Inc. (‘‘Azimut’’). The ‘‘North Rae Uranium Project’’ consists of three blocks representing 668 claims with a total area of 298.9 square kilometers or 73,835 acres (29,890 hectares). 

In order to acquire its initial 50% interest in the North Rae Uranium Project, the Company is required to (i) make cash payments totaling $210,000 over five years, (ii) issue Azimut a total of 150,000 Shares, and (iii) incur a total of $2,900,000 in exploration expenditures over five years, as set forth below.

Under the terms of the Letter of Intent the Company is required to make the following cash payments, totaling $210,000, to Azimut:

Cash Payments to Azimut
$50,000			On execution of Letter of Intent (March 2, 2006)
$30,000			March 2, 2007
$30,000			March 2, 2008
$40,000			March 2, 2009
$60,000			March 2, 2010

Upon receipt of confirmation of acceptance of the filing of the Letter of Intent by the TSX Venture Exchange (‘‘Acceptance Date’’), the Company is required to issue Azimut 100,000 Shares. On the first anniversary of the Acceptance Date, the Company will be required to issue an additional 50,000 Shares to Azimut.

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In addition to the cash payments and shares issuance described above, the Company is required to incur the following exploration expenditures on the North Rae Uranium Project, totaling $2,900,000.

Minimum and Cumulative Work Expenditures on the North Rae Uranium Project
$400,000			On or before March 2, 2007
$400,000			On or before March 2, 2008
$700,000			On or before March 2, 2009
$700,000			On or before March 2, 2010
$700,000			On or before March 2, 2011

If and when the Company has made the cash payments totalling $210,000, issued Azimut a total of 150,000 Shares, and incurred the minimum work expenditures totalling $2,900,000, the Company will have acquired a 50% undivided interest in the North Rae Uranium Project, and a joint venture between the Company and Azimut will be deemed to be have been established. The initial, actual and deemed expenditures of each party to the joint venture shall be $2,900,000. Upon the Company acquiring a 50% interest in the North Rae Uranium Project, Azimut will retain a 2% yellow cake royalty (‘‘YCR’’).

To increase its interest to 65% the Company will be required to (i) issue Azimut an additional 100,000 Shares, (ii) pay Azimut $20,000 per year for five years, (iii) incur annual minimum exploration expenditures of $200,000, for a five year period ($1,000,000 in total), and (iv) during this five year period provide Azimut with a Bankable Feasibility Study. If the Company decides not to increase its interest to 65%, it will be required to make a $100,000 payment to Azimut, within two months of its acquiring its 50% interest.

The requirement to provide Azimut with a Bankable Feasibility Study may be extended for three subsequent, annual and consecutive periods of one year each by paying Azimut $50,000 per year.

The Company will act as operator of the project.

Location and Access

The North Rae Project is located in the Ungava Bay region of northern Quebec. The North Rae property is located six to 12 miles (10-20 kilometers) from tide-water and approximately 99 miles (160 kilometers) east of the town of Kuujjuaq. Access to the property is by fixed-wing aircraft or helicopter from Kuujjuaq, which has daily scheduled air service from Montreal.

Climate

The climate is arctic with an average annual temperature between 23°F and 18.5°F (−5°C and −7.5°C). The Ungava Bay area receives about 15 inches to 19 inches (400 millimeters to 500 millimeters) of precipitation annually, with about 45% of this total falling as snow. Each year, there are between 20 and 40 frost-free days. Exploration generally occurs in the summer months.

History of Exploration

The blocks were staked by Azimut Exploration Inc., Northwestern’s joint venture partner on the North Rae property, based on its review of provincial geochemical lake sediment data released during the 1980s, and 1990s, and as recently as 2000 when the most relevant data set was made public by the provincial geological survey. Management of the Company is not aware of any meaningful exploration that has been conducted on the property.

Geology

According to an independent third-party report, the North Rae Project blocks contain geochemical lake sediment anomalies as high as 1,800 parts per million (ppm) uranium. Many values

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in the range of 100 ppm to 508 ppm were also recorded. According to the report, ‘‘anomalies at 200 ppm uranium exceed the anomalies associated with known uranium deposits at Lac Turgeon (Quebec), Strange Lake (Quebec) and Michelin (Labrador) and several other newly discovered deposits.’’ In a provincial context, most of the area has a high uranium background falling above the 85th percentile. Three main target anomalies, which were defined by Azimut using its proprietary methodology, exhibit 25 to 60 times enrichment in uranium above the local background, while the magnitude and percentage increase in the anomalies suggests a local source for the lake sediment uranium.

The remainder of the geochemical package shows significant cerium enrichment, elevated molybdenum and spotty enrichment in copper, all generating true statistical uranium anomalies on a provincial and local basis.

There is no known commercially mineable mineral deposit on the North Rae Project.

	E.	Saguenay Uranium Property, Charlevoix County, Quebec, Canada

Pursuant to a Letter of Intent dated June 9, 2006 with Mr. Edward Bawolak (‘‘Bawolak’’) the Company was granted the right to acquire a 100% interest in the Saguenay Uranium Property (the ‘‘Property’’), located in Charlevoix County, Quebec.

The Property covers approximately 4,000 acres and consists of more than 100 claims and is located near the mouth of the Saguenay River near the north shore of the St. Lawrence River, about 190 km (120 miles) east of Quebec City.

The Letter of Intent granted the Company the exclusive right to conduct due diligence on the Property, including an investigation of any environmental liabilities and a site visit by a qualified geologist appointed by the Company. In consideration of the Company being granted the exclusive right to conduct a due diligence review, the Company is required to make the following cash payments to Bawolak:

On or prior to June 10, 2006					$15,000
On or prior to July 10, 2006					$15,000
On or prior to August 15, 2006					$15,000

In the event the Company decides to proceed, the Company will be granted an option to acquire a 100% interest in the Property, subject to it making the following cash payments and stock issuances to Bawolak:

Cash Payments

Upon the later of (i) the date that final approval of the acquisition is obtained from the TSX VentureExchange, and (ii) the date a definitive option agreementbetween the Company and Bawolak is fully executed (such later date is referred to as the ‘‘Approval Date’’)				$	50,000
On or prior to the first anniversary of the Approval Date				$	100,000
On or prior to the second anniversary of the Approval Date				$	150,000
On or prior to the third anniversary of the Approval Date				$	200,000

Share Issuances

	Upon the Approval Date			100,000 Shares
	On or prior to the first anniversary of the Approval Date			300,000 Shares
	On or prior to the second anniversary of the Approval Date			500,000 Shares
	On or prior to the third anniversary of the Approval Date			1,100,000 Shares

Upon the Company making the cash payments and stock issuances to Bawolak, the Company will obtain a 100% interest in the Property.

In addition to the payments described above, in the event an economically viable bankable feasibility is completed on the Property, the Company is required to make an additional $500,000 payment to Bawolak, within 30 days of the completion of such bankable feasibility study.

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Additionally, Bawolak will be entitled to a net smelter royalty (‘‘NSR’’) of 2% of production generated from the Property. The Company has the right to acquire one half of Bawolak’s NSR (1% NSR) for a purchase price of $1,000,000 if the Company elects within 30 days following the completion of an economically viable bankable feasibility study.

Pending the results of the Company’s due diligence on the Property, the Company and Bawolak agree to negotiate in good faith to execute a definitive option agreement, containing the customary representations, warranties, condition, and covenants customarily found in agreements covering these types of transactions. However, there can be no assurance the Company and Bawolak will be able to enter into a definitive option agreement.

There is no known commercially mineable mineral deposit on the Property.

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GLOSSARY

Following is a glossary of terms used throughout this Registration Statement.

adit		a horizontal tunnel in an underground mine driven from a hillside surface

assay		a precise and accurate analysis of the metal contents in an ore or rock sample

bornite		a copper ore; a sulphide of copper and iron.

breccia		a fragmented rock, the components of which are angular, and not waterworn.

chalcopyrite		a sulphide of copper and iron.

concentrate		a concentrate of minerals produced by crushing, grinding and processing methods such as gravity, flotation or leaching.

contained gold		total measurable gold in grams or ounces estimated to be contained within a mineral deposit; does not imply that the deposit is economically viable.

cut-off grade		deemed grade of mineralization, established by reference to economic factors, above which material is considered ore and below which is considered waste.

diamond drill		a large machine that produces a more or less continuous core sample of the rock or material being drilled.

dilution		the contamination of ore with barren wall rock; this means that in mining ore, adjacent waste is also extracted (see definition of cut-off grade), which mixes with and reduces the grade of the ore.

feasibility study		a detailed report assessing the feasibility, economics and engineering of placing a mineral deposit into commercial production.

g/mt or gpt		grams per tonne.

gold deposit		means a mineral deposit mineralized with gold.

gold equivalent		a method of presenting combined gold and silver concentrations or weights for comparison purposes. Commonly involves expressing silver as its proportionate value in gold based on the relative values of the two metals. When gold equivalent is used to express metal sold, the calculation is based on actual prices received. When grades are expressed in gold equivalent, the relative recoveries of the two metals are also taken into account.

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grams per cubic meter		alluvial mineralization measured by grams of gold contained per cubic meter of material, a measure of gold content by volume not by weight.

lode mining		mining of gold bearing rocks, typically in the form of veins or stockworks

net profit interest or NPI		a royalty based on the net profits generated after recovery of all costs

net smelter royalty or NSR		a royalty based on the gross proceeds received from the sale of minerals less the cost of smelting, refining, freight and other related costs.

nugget effect		an effect of high variability of gold assays, due to the gold occurring in discreet coarse grains such that their content in any given sample is highly variable.

ore		a naturally occurring rock or material from which minerals, such as gold, can be extracted at a profit; a determination of whether a mineral deposit contains ore is often made by a feasibility study.

ounce or oz.		a troy ounce or 20 pennyweights or 480 grains or 31.103 grams.

opt		troy ounces per ton

patented mining claim		a claim to which a patent has been obtained from the government by compliance with laws relating to such claims.

prospect		an area prospective for economic minerals based on geological, geophysical, geochemical and other criteria

pyrite		a mineral – a common sulphide of iron.

quartz		a rock-forming mineral of silicon and oxygen, often found in veins.

raise		a vertical or inclined tunnel in an underground mine driven upwards from below.

ramp		an inclined tunnel in an underground mine driven downwards from surface

reserve		ore – the economically mineable part of a measured or indicated resource demonstrated by at least a preliminary feasibility study. This study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction is justified.

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reverse circulation drill		a large machine that produces a continuous chip sample of the rock or material being drilled

shaft		a vertical or inclined tunnel in an underground mine driven downward from surface

shear		a tabular zone of faulting within which the rocks are crushed and flattened

stock or pluton		a body of intrusive rock that covers less than 40 square miles, has steep dips and is discordant with surrounding rock.

stockwork		multiple small veins of mineralization that have so penetrated a rock mass that the whole rock mass can be considered mineralized.

stratigraphy		Branch of geology which treats the formation, composition, sequence, and correlation of the stratified rocks as part of the Earth’s crust.

strike length		the longest horizontal dimensions of a body or zone of mineralization.

stripping ratio		the ratio of waste material to ore that is estimated for or experienced in mining an ore body.

sulfide		a mineral compound of sulphur and another metallic element such as iron, copper, lead, zinc, and nickel, commonly forming minerals of great economic importance.

ton		short ton (2,000 pounds).

tonne		metric tonne (2,204.6 pounds).

trenching		the surface excavation of a linear trench to expose mineralization for sampling

unpatented mining claim		mining claims to which a deed from the United States government has not been received, and which are subject to annual assessment work in order to maintain ownership.

uranium		a radioactive, silvery-white, metallic element.

vanadium		a gray or white, malleable, ductile, polyvant metallic element.

vein		a tabular body of rock typically of narrow thickness and often mineralized occupying a fault, shear, fissure or fracture crosscutting another pre-existing rock

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For ease of reference, the following conversion factors are provided:

1 mile			= 1.609 kilometers			2,204 pounds			= 1 tonne
1 yard			= 0.9144 meter			2,000 pounds/1 short ton			= 0.907 tonne
1 acre			= 0.405 hectare			1 troy ounce			= 31.103 grams

Item 5.    Operating and Financial Review and Prospects.

The following is a discussion of the results of operations of the Company for the period commencing on the date of incorporation of the Company (September 26, 2003) and ending March 31, 2006, and should be read in conjunction with the audited consolidated financial statements of the Company for the period ending December 31, 2005, and the unaudited interim financial statements for the Company for the period ending March 31, 2006, such periods, together with the accompanying notes, included elsewhere in this Annual Report. All references herein are to Canadian dollars. Please see ‘‘Item 3. Key Information.’’ for exchange rate information for the Canadian dollar.

The financial statements have been prepared in accordance with Canadian generally accepted accounting principles. Reference is made to Note 15 of the audited consolidated financial statements for a discussion of the material differences between Canadian and United States generally accepted accounting principles, and their effect on the Company’s financial statements. In addition to historical information, the following discussion contains forward-looking statements that involve risk and uncertainties. The Company’s actual results could differ significantly from those anticipated in these forward-looking statements as a result of certain factors, including those discussed in ‘‘Risk Factors’’ and elsewhere in this Annual Report.

Overview

The Company was incorporated September 26, 2003 to engage in the acquisition, exploration, and, if warranted, the development of properties containing precious and base metals and uranium. In particular, the Company’s activities since incorporation have focused on the financing of its exploration of the following projects

Project			Type			Location			Status
Picachos			Copper, Gold			Mexico			Active
Irhazer and In Gall			Uranium			Niger			Active
Waterbury			Uranium			Saskatchewan, Canada			Active
North Rae Uranium			Uranium			Quebec, Canada			Active
Saguenay			Uranium			Quebec, Canada			Active
Bear			Copper, Gold			Northwest Territories, Canada			Dropped
Fire Fly			Uranium			Utah, United States			Dropped

On July 27, 2004 the Company completed a 2 for 1 stock split, pursuant to which each issued Share of the Company was subdivided into two Shares. On September 6, 2005 the Company completed a second 2 for 1 stock split, pursuant to which each issued Share of the Company was subdivided into two Shares. Per Share amounts in this Annual Report have been retroactively adjusted to reflect the stock splits.

	A.	Operating Results

The Company commenced operations during September 2003. From September 26, 2003 to March 31, 2005, Management devoted most of its time and resources toward (i) organizing the Company, (ii) negotiating the property acquisition agreements and (iii) evaluating properties for acquisition. During this time, no revenues were realized.

The Company funded operations during the period from incorporation (September 26, 2003) to December 31, 2004 through the net proceeds of various financings. On January 27, 2005, the Company completed a non-brokered private placement of 1,333,334 units at a price of $0.375 per unit for gross proceeds of $500,000. Each unit consists of one common share and once common share purchase

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warrant exercisable at a price of $0.465 until July 27, 2006. In October 2005, 455,000 share purchase warrants, at an exercise price of $0.475, were exercised, resulting in proceeds of $216,125. On December 21, 2005, the Company completed a private placement of 1,707,665 flow-through common shares at a price of $0.60 per Share and 909,091 units at a price of $0.55 per unit. Each unit consists of one common share and one-half of one common share purchase warrant exercisable at a price of $0.70 per Share until December 21, 2006. The Company paid a broker a commission of $106,700 and issued broker warrants entitling it to acquire 63,636 units at an exercise price of $0.55 per unit until December 21, 2006.

On October 14, 2005, 1,900,000 stock options were granted to the Company’s new president, Marek Kreczmer. These stock options are exercisable at a price of $0.75 per share, and expire after five years.

At December 31, 2005, the Company had working capital of $1,603,476, up from $964,035 at December 31, 2004. This increase resulted from the net proceeds raised through equity financings in 2005 less operating and mineral property costs incurred during the same period.

On May 5, 2006 the Company completed a private placement financing of 21,144,027 units of for gross proceeds of $17,972,423. Each unit (priced at $0.85 per unit) consists of one common share and one half of one common share purchase warrant. Each whole warrant entitles the holder to purchase one additional common share of the Company at a price of $1.15 until either (i) the second anniversary of the closing date; or (ii) if the common shares of Northwestern commence trading on either Tier 1 of the TSX Venture Exchange or the Toronto Stock Exchange prior to the second anniversary of the closing date, the fifth anniversary of the closing date.

	B.	Liquidity and Capital Resources

At March 31, 2006, the Company had working capital (including cash of $1,307,483) of approximately $1,190,066. The current working capital is the balance left from the proceeds of its equity fundings, after deducting the costs of raising that funding, payment of outstanding accounts payable, payment of the Company’s general and administrative costs, and the monies which have been spent acquiring and exploring its properties to that date.

On May 5, 2006 the Company completed a private placement financing of 21,144,027 units of for gross proceeds of $17,972,423. Each unit (priced at $0.85 per unit) consists of one common share and one half of one common share purchase warrant. Each whole warrant entitles the holder to purchase one additional common share of the Company at a price of $1.15 until either (i) the second anniversary of the closing date; or (ii) if the common shares of Northwestern commence trading on either Tier 1 of the TSX Venture Exchange or the Toronto Stock Exchange prior to the second anniversary of the closing date, the fifth anniversary of the closing date.

On April 28, 2006 the Company issued 100,000 common shares to Azimut Exploration Inc. as partial payment for the North Rae Project.

At June 13, 2006, there were outstanding 13,570,528 share purchase warrants, 63,636 broker warrants and 3,980,000 stock options, which entitle the holders to purchase common shares of the Company.

The Company does not have any material commitments for capital expenditures. The Company does not have any debt instruments outstanding. Other than its exploration commitments and purchase/option payment commitments described in F. Tabular Disclosure of Contractual Obligations, the Company does not anticipate having to commit to undertake any significant capital expenditures in the foreseeable future.

The Company’s expenditures to date have satisfied the various conditions necessary to maintain the Company’s option agreements on the Company’s Pichachos copper-gold and the Irhazer and In Gall, Waterbury and North Rae Uranium Projects. For the next twelve months, the Company anticipates that it will require approximately $5,000,000 in funds to satisfy its share of the exploration costs on these projects. The Company will need $3,275,000 to satisfy its exploration and purchase payment obligations for its various property interests. In addition, the Company believes it will need a

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minimum of $500,000 for expenses relating to administration, salaries, and shareholder and public relations activities. The Company has sufficient capital on hand to undertake is exploration plans and fund its general and administrative expenses. However, there can be no assurance the Company will be able to raise the necessary funds to fulfill its obligations.

Since the Picachos Project, Irhazer and In Gall, Waterbury and North Rae Projects are only at the exploration stage, the Company has no sources of revenue other than interest earned on its cash. The primary source of funding for the Company is the issue of equity capital. The Company’s capital requirements in the future will be largely dependant upon the success of its various exploration programs. Until such time as a feasibility study is completed and a production decision is made with regard to one of the Company’s properties, it is expected that the only available source of future capital will be through the issuance of additional equity shares. The availability of equity capital, and the price at which additional equity could be issued, is dependent upon the success of the Company’s exploration activities, and upon the state of the capital markets generally. See ‘‘Item 3. Key Information. D. Risk Factors.’’

	C.	Research and development, patents and licenses, etc.

Since its incorporation on September 26, 2003 the Company has not engaged in any research and development activities.

	D.	Trend Information.

Not Applicable.

	E.	Off-Balance Sheet Arrangements.

The Company is not engaged in any off-balance sheet arrangements.

	F.	Tabular Disclosure of Contractual Obligations.

The Company’s contractual obligations are in connection with its following mining interests: (i) an option to acquire a 100% interest in properties in Mexico's Durango provinces (the ‘‘Picachos Project’’), (ii) the acquisition in March 2006 of the right to explore two uranium properties in the Republic of Niger, Africa, (iii) an option to acquire up to a 65% interest in the North Rae Uranium Project, Northern Quebec, Canada, (iv), an option to acquire a 75% interest in the Waterbury Project, which consists of nine uranium claims in the Athabasca Basin, Saskatchewan, Canada, and (v) a Letter of Intent dated June 9, 2006 granting it the right to conduct due diligence and to potentially enter into an option agreement to acquire the Sequaney Uranium Property, located in Charlevoix County, Quebec. Reference is made to ‘‘Item 4. Information on the Company. D. Property, Plants and Equipment’’ for a description of the Company’s obligations regarding its various property interests.

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									Payments due by Period
			TOTAL						LESS THAN ONE YEAR						1-3 YEARS						3-5 YEARS						MORE THAN FIVE YEARS
Contractual Obligations
Payments relating to Picachos Project				$	22,000,000					$	1,000,000					$	4,000,000					$	9,000,000					$	8,000,000
Payments relating to Niger Concessions				$	4,400,000					$	400,000					$	4,000,000						0						0
Payments relating to Waterbury Project				$	2,150,000					$	1,350,000					$	800,000						0						0
Payments relating to North Rae Uranium Project				$	3,110,000					$	480,000					$	1,870,000					$	760,000						0
Payments relating to Sequaney Uranium Property				$	545,000	*				$	45,000							*						*						*
TOTAL FOR ALL PROPERTY INTERESTS				$	32,205,000					$	3,275,000					$	10,670,000					$	9,760,000					$	8,000,000

*	The timing of the additional $500,000 payments cannot be determined at this time.

Item 6.    Directors, Senior Management and Employees.

	A.	Directors and Senior Management.

Directors and Officers.    The names, municipalities of residence and principal occupations of the directors and officers of the Company are as follows:

NAME & MUNICIPALITY OF RESIDENCE

POSITION WITH COMPANY

PRINCIPAL OCCUPATION

AGE

Kabir Ahmed Toronto, Ontario Canada

Chairman of the Board of Directors

Chairman of the Board of Directors – Northwestern Mineral Ventures Inc.

38

Marek Kreczmer British Columbia, Canada

Chief Executive Officer, President, Director

Chief Executive Officer, President – Northwestern Mineral Ventures Inc.

55

Anton Esterhuizen South Africa

Director

Geologist, Managing Director – Pangea Exploration (Pty)

55

Simon Lawrence Toronto, Ontario Canada

Director

Mining Engineer

43

Joseph D. Horne Kirkland Lake, Ontario Canada

Director

President & CEO – Vault Minerals Inc.

42

Errol Farr Bradford, Ontario Canada

Chief Financial Officer

Certified Management Accountant

43

Kabir Ahmed, a securities lawyer, currently serves as the Company’s Chairman of the Board. Mr. Ahmed has announced its intention to resign from the Company’s Board of Directors on or about July 7, 2006. He was also the founding CEO and a director of Southampton Ventures Inc., a junior mineral exploration company he took public onto the TSX Venture Exchange. Mr. Ahmed is also the President of Richmond Capital Partners Inc., a fully licensed Limited Market Dealer in Ontario. Prior to that, he served as the Ontario Regional Manager for the Toronto Stock Exchange. Mr. Ahmed holds a B.Sc. from the University of Toronto, an LL.B. from Osgoode Hall Law School, and a Masters of Business Administration in Corporate Finance from the Schulich School of Business. He has been admitted to the Bars of New York and Ontario. Mr. Ahmed has not entered into any non-competition or non-disclosure agreement with the Company.

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Marek Kreczmer has been a geologist and mining executive for more than 30 years. He has worked for major and emerging mining industry companies focused on uranium, base and precious metals. Mr. Kreczmer also has extensive experience in corporate governance and administration as a current and former director of several publicly listed mining companies in Canada. In 1991, Mr. Kreczmer founded Tan Range Exploration Corporation (now Tanzanian Royalty Exploration Corporation), a company active in the Tanzania region of Africa, which he served as the President through to 2003. His background includes work with the uranium giant Cameco Corporation, AGIP Canada Ltd., Granges Exploration Ltd., Golden Patriot Mining Inc., Soho Resources Corp. and Northern Canadian Minerals Inc. Mr. Kreczmer obtained a B.Sc. Honours (Mineral Deposits Major) from the University of Ottawa and a Master of Science specializing in mineral deposits from the University of Toronto. He is a member of the Association of Professional Engineers of Saskatchewan and the Prospectors and Developers Association of Canada (PDAC). Mr. Kreczmer dedicates approximately 70% of his time to the Company and has not entered into any non-competition or non-disclosure agreement with the Company.

Errol Farr was appointed the Company’s Chief Financial Officer in January 2005. A Certified Management Accountant, Mr. Farr has 15 years of experience as a Certified Management Accountant (CMA) including the supervision of finance, accounting and operations departments. His background also consists of 10 years with numerous publicly listed junior mining companies, as well as consulting assignments. Mr. Farr studied at Queen's University and received his CMA accreditation in 1990.

Anton Esterhuizen, M.Sc., B.Sc. (Hons), is an experienced geologist with extensive experience in Africa. Among his career highlights, he is credited with the discovery and evaluation of the Xstrata Group's world-class, high-grade Rhovan vanadium deposit in South Africa, the re-evaluation of the sizeable Burnstone gold deposit, also in South Africa, and a number of Tanzanian gold deposits. At present, Mr. Esterhuizen is Managing Director of Pangea Exploration (Pty) Limited in Johannesburg and a director of Tanzanian Royalty Exploration Corporation. His background also includes work with African precious metals producer Gold Fields Ltd. Mr. Esterhuizen is a fellow of the Geological Society of South Africa and the first recipient of the Des Pretorius Memorial Award for outstanding work in economic geology in Africa. He also received the Dreyer Award from the Society for Mining Metallurgy and Exploration Inc. (USA) for outstanding achievements in applied economic geology, one the world's most prestigious awards for exploration.

Simon Lawrence Mr. Lawrence, B.Eng (Mining Engineering) ACSM, MBA (International Finance), is a seasoned professional in the resources sector. Earlier in his career, Mr. Lawrence worked in mining production on the underground platinum and gold mines of South Africa. Following this Mr. Lawrence worked for HSBC James Capel and ABN AMRO Bank in London, England, where he was involved in financing and developing mining exploration companies in numerous countries throughout the world. More recently, Mr Lawrence was VP Corporate Development of Gabriel Resources Ltd, where he was a key team member in the discovery, development and financing of the multi-million ounce Rosia Montana gold project in Romania, Eastern Europe. Mr. Lawrence was also a founder and director of Canadian-listed African Gold Group and European Goldfields Limited.

Joseph D. Horne studied at the Haileybury School of Mines, and has worked in the mining industry for more than 20 years, with his experience spanning exploration and project development in both underground and open-pit production environments. Currently the President and Chief Executive Officer of Vault Minerals Inc., Mr. Horne also has extensive exploration and corporate experience through his work with more than a dozen mining contractors, producers, junior explorers and consulting/contracting firms.

On May 25, 2006 Mr. Wayne Beach, Jon North, and J. Scott Waldie resigned from the Company’s Board of Directors and were replaced by Messrs. Esterhuizen, Lawrence, and Horne.

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	B.	Compensation.

The following table sets forth all annual and long-term compensation for services rendered in all capacities to the Company for the fiscal year ended December 31, 2005 in respect of the individuals who were, at December 31, 2005, the President and Chief Executive Officer and the Chief Financial Officer (collectively, the ‘‘Named Executives’’) of the Company.

Summary Compensation Table

Name and Title

Period Ended

Annual Compensation

Long Term Compensation

All Other Compen- sation ($)

Salary ($)

Bonus ($)

Other Annual Compen- sation ($)

Securities Under Options Granted(1) (#)

Restricted Shares or Restricted Share Units ($)

LTIP Payouts ($)

Kabir Ahmed Chief Executive Officer

Dec 31, 2005

$

90,000

Nil

Nil

Nil

Nil

Nil

Nil

Errol Farr, Chief Financial Officer

Dec 31, 2005

$

21,000

(1)

Nil

Nil

Nil

Nil

Nil

Nil

Roderick Chisholm Past Chief Financial Officer

Dec 31, 2005

$

3,000

(2)

Nil

Nil

Nil

Nil

Nil

Nil

Marek Kreczmer President

Dec 31, 2005

$

21,000

(3)

Nil

Nil

Nil

Nil

Nil

Nil

1.	Mr. Farr receives a salary of $24,000 per annum, which salary commenced on February 10, 2005. Accordingly, the total amount paid to Mr. Farr for the fiscal year ended December 31, 2005 was based upon an annualized salary of $24,000 pro rated for his period of employment in 2005.

2.	Mr. Chisholm received a salary of $3,000 for 2005, which salary ceased on February 10, 2005 when Mr. Chisholm ceased to act as Chief Financial Officer of the Company. Accordingly, the total amount paid to Mr. Chisholm for the fiscal year ended December 31, 2005 was based upon an annualized salary of $24,000 pro rated for his period of employment in 2005.

3.

Mr. Kreczmer receives a salary of $100,000 per annum, which salary commenced on October 14, 2005 when Mr. Kreczmer was appointed the Company’s President. Accordingly, the total amount paid to Mr. Kreczmer for the fiscal year ended December 31, 2005 was based upon an annualized salary of $100,000 pro rated for his period of employment in 2005. On May 11, 2006 Mr. Kreczmer was appointed Chief Executive Officer.

On May 25, 2006 the Company, through its Compensation Committee consisting of Wayne Beach, Jon North, and J. Scott Waldie, established the following compensation plan for its directors, which is retroactive to the Company’s incorporation on September 26, 2003:

1. $10,000 per annum retainer for all directors;

2. An additional $1,000 for each board of directors meeting attended during the year;

3. An additional $2,500 to be paid to the Chair of the Audit Committee and the Chair of the Compensation Committee;

4. An additional $2,000 per annum to be paid to the Chair of the Corporate Governance and Nomination Committee and Chair of the Environmental, Health & Safety Committee.

Director’s fees were calculated as follows: (i) $10,000 per annum + (ii) seven board of directors meetings per year ($7,000).

All persons who had served as a director of the Company since its incorporation on September 26, 2003 received the following retroactive compensation:

	1.	Kabir Ahmed, Jon North and J. Scott Waldie – 2.5 years of service – payments of $42,500 to each person.

	2.	Wayne Beach – 14 months of service – $19,833.33.

	3.	Marek Kreczmer – 9 months of service – $12,750.

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In addition, the Compensation Committee awarded the following bonus payments on May 25, 2006:

	1.	Jon North – $100,000;

	2.	Kabir Ahmed − $25,000.

Kabir Ahmed serves as Chair of the Audit Committee.

Directors are also entitled to participate in the stock option plan of the Company (the ‘‘Plan’’). As at June 13, 2006, the Company had outstanding options to purchase 3,980,000 Shares, of which 3,250,000 may be exercised by directors. See ‘‘Summary of Stock Option Plan.’’

Termination Agreements for Executive Officers and Directors.

On May 25, 2006 the Company agreed, in the event of a change in control of the Company, to make the following payments to Kabir Ahmed, the Company’s Chairman of the Board, and Marek Kreczmer, the Company’s Chief Executive Officer and President. Mr. Ahmed and Mr. Kreczmer would each be entitled to a severance payment equal to two years salary in the event their consulting agreements were terminated in connection with any acquisition of the Company’s Shares resulting in a change of control of the Company, provided the Company has a project which has achieved commercial feasibility at that time. In the event none of the Company’s projects had achieved commercial feasibility by such time, Mr. Ahmed and Mr. Kreczmer would each receive one year’s salary.

Stock Option Plan.

The Company’s shareholders approved the Plan on June 23, 2004. An aggregate of 4,730,000 Shares are currently reserved for issue upon the exercise of options granted pursuant to the Plan. An aggregate of 3,980,000 options have been granted under the Plan to date, leaving an aggregate of 750,000 options available for grant under the Plan as of June 13, 2006.

The purpose of the Plan is to attract, retain and motivate directors, officers, employees and other service providers by providing them with the opportunity, through share options, to acquire a proprietary interest in the Corporation and benefit from its growth. The options are non-assignable and may be granted for a term not exceeding five years.

Options may be granted under the Plan only to directors, officers, employees and other service providers subject to the rules and regulations of applicable regulatory authorities and any Canadian stock exchange upon which the Common Shares may be listed or may trade from time to time. The number of Common Shares reserved for issue to any one person pursuant to the Plan may not exceed 5% of the issued and outstanding Common Shares at the date of such grant. The exercise price of options issued may not be less than the fair market value of the Common Shares at the time the option is granted, subject to any discounts permitted by applicable legislative and regulatory requirements.

Options/SARs Granted during Fiscal Year Ended December 31, 2005

The following table provides details on stock options granted to the Named Executives and Directors during the year ended December 31, 2005:

Name			Securities Under Options/SARs Granted (#)						% of Total Options/SARs Granted to Employees in Financial Year(1)						Exercise or Base Price ($/Security)						Market Value of Securities Underlying Options/SARs on the Date of Grant ($/Security)						Expiration Date
Marek Kreczmer					1,900,000						100	%				$	0.75					$	0.75				October 14, 2010

Notes

An aggregate of 1,900,000 options were granted by the Company during the financial year ended December 31, 2005.

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Upon exercise in accordance with the terms thereof, each of these options entitles the holder thereof to acquire one Share.

No amount has been set aside or accrued by the Company and its subsidiaries during the last fiscal year of the Company to provide pension, retirement or similar benefits for directors and officers of the Company pursuant to any existing plan provided or contributed to by the Company and its subsidiaries, or otherwise.

Roderick Chisholm, who resigned as the Company’s chief financial officer in 2005, exercised his options in January and February 2005. Mr. Chisholm exercised his entire option of 100,000 Shares, resulting in proceeds to the Company of $57,000.

	C.	Board Practices.

The directors of the Company are as follows:

NAME			POSITION			DATE APPOINTED DIRECTOR
KabirAhmed*			Chairman of the Board			September 27, 2003
Marek Kreczmer			Director			October 14, 2005
Anton Esterhuizen			Director			May 25, 2006
Simon Lawrence			Director			May 25, 2006
Joseph D. Horne			Director			May 25, 2006

*	Mr. Ahmed has announced his intention to resign from the Company’s Board of Directors on or about July 7, 2006.

Composition of the Audit Committee

The Company’s audit committee is comprised of the Chairman and the independent, non-management directors of the Board of Directors.

Pre-Approval Policies and Procedures

In the event that the Company wishes to retain the services of its external auditors for tax compliance, tax advice or tax planning, the Chief Financial Officer of the Company shall consult with the chair of the audit committee, who shall have the authority to approve or disapprove on behalf of the audit committee, such non-audit services. All other non-audit services shall be approved or disapproved by the audit Committee as a whole.

Compensation Committee

The members of the Company’s compensation committee are the independent, non-management directors of the Board of Directors. The Compensation Committee may from time to time determine the compensation of the Company’s officers and directors by taking into consideration, among other factors, corporate performance, industry standards for compensation, and the state of the Company’s treasury.

	D.	Employees.

The Company has three consultants acting in a management capacity:    Kabir Ahmed, its Chairman of the Board, Marek Kreczmer, its Chief Executive Officer and President, and Errol Farr, its Chief Financial Officer. Mr. Ahmed has announced his intention to resign from the Company’s Board of Directors on or about July 7, 2006.

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	E.	Share Ownership.

The following table sets forth the shareholdings of the Company’s directors and senior management as at June 23, 2006.

NAME			POSITION			NUMBER OF SHARES OWNED						PERCENTAGE OF OUTSTANDING SHARES*
Kabir Ahmed**			Chairman of the Board					3,900,000	***					3.86	%
Marek Kreczmer			CEO, President, Director					0						0
Anton Esterhuizen			Director					0						0
Simon Lawrence			Director					0						0	%
Joseph D. Horne			Director					0						0
Errol Farr			Chief Financial Officer					0						0
Officers & Directors, as a group								3,900,000	***					3.86	%

*	At June 23, 2006 the Company had 101,126,117 Shares outstanding.

**	Mr. Kabir Ahmed has announced his intention to resign from the Company’s Board of Directors on or about July 7, 2006.

***	These amounts do not reflect the Shares the Company’s officers and directors can each acquire pursuant to the exercise of options, as set forth in the following table.

Name

Number of Shares

Exercise Price

Grant Date

Expiration Date

Kabir Ahmed

400,000

0.2875

March 26, 2004

March 26, 2009

Marek Kreczmer

1,900,000

0.75

Oct. 14, 2005

Oct. 14, 2010

250,000

0.68

May 25, 2006

May 25, 2011

Anton Esterhuizen

200,000

0.68

May 25, 2006

May 25, 2011

Simon Lawrence

200,000

0.68

May 25, 2006

May 25, 2011

Joseph D. Horne

200,000

0.68

May 25, 2006

May 25, 2011

Errol Farr

100,000

1.10

March 27, 2006

March 27, 2011

Wayne Beach, formerly Chairman of the Board of Directors until his resignation on May 25, 2006, owns 4,399,319 Shares. Jon North and J. Scott Waldie, directors who resigned on May 25, 2006, each own options to acquire 400,000 Shares at an exercise price of $0.2875 per Share. These options expire 90 days from their resignation.

Pursuant to an Escrow Agreement dated January 9, 2004 among Northwestern Mineral Ventures Inc., Equity Transfer Services Inc. (the ‘‘Escrow Agent’’), and Kabir Ahmed (‘‘Ahmed’’), in connection with the Company’s initial public offering of up to 15,000,000 Shares (pre-splits) in February 2004, Ahmed agreed to place 4,000,000 Shares (post two 2-1 stock-splits) in escrow with the Escrow Agent, to be released from escrow as follows:

DATE			NUMBER OF SHARES RELEASED FROM ESCROW
Date Company’s Shares are listed on TSX Venture Exchange (‘‘Listing Date’’)			1/10 of Shares in Escrow
6 Months After Listing Date			1/6 of Shares Remaining in Escrow
12 Months After Listing Date			1/5 of Shares Remaining in Escrow
18 Months After Listing Date			1/4 of Shares Remaining in Escrow
24 Months After Listing Date			1/3 of Shares Remaining in Escrow
30 Months After Listing Date			½ of Shares Remaining in Escrow
36 Months After Listing Date			any Shares Remaining in Escrow

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Item 7.    Major Shareholders and Related Party Transactions.

	A.	Major Shareholders.

At June 23, 2006 Management is unaware of any person beneficially owning 5% or more of the Company’s outstanding Shares.

At June 23, 2006, the Company had 19 U.S. shareholders of record, holding 18,790,848 Shares, which represented 26.76% of the Company’s outstanding Shares. At such date, there were no arrangements, the operation of which could result in a change of control. All shareholders have the same voting rights with respect to the Shares.

	B.	Related Party Transactions.

Kabir Ahmed, currently the Chairman of the Board of Directors, and previously the Company’s President and Chief Executive officer, and owner of 3.86% of the Company’s outstanding Shares, was a director of RNC Gold Inc. ‘‘(RNC’’) at the time the Company entered into its option agreement to acquire a 50% interest in the Picachos Project in Mexico. Mr. Ahmed resigned his position as director of RNC in early 2005, prior to the time the Company negotiated and entered into its Letter of Intent in May 2005 with RNC to acquire a 100% interest in the Picachos Project. Reference is made to ‘‘Item 4. Information on the Company’’ for a description of these transactions.

No other executive officer, person owning at least 5% of the Company’s outstanding Shares, or affiliate thereof, has or has had any material interest, directly or indirectly, in any transaction involving the Company since its incorporation, or in any proposed transaction involving the Company.

Item 8.    Financial Information.

	A.	Consolidated Statements and Other Financial Information.

Reference is made to ‘‘Item 18. Financial Statements’’ for the financial statements included in this Annual Report.

There are no legal proceedings of a material nature pending against the Company, or its sole U.S. subsidiary. The Company is unaware of any legal proceedings known to be contemplated by any governmental authorities.

The Company has never paid a dividend and it is unlikely that the Company will declare or pay a dividend until warranted based upon the factors outlined below. The declaration, amount and date of distribution of any dividends in the future will be decided by the Board of Directors from time-to-time, based upon, and subject to, the Company’s earnings, financial requirements and other conditions prevailing at the time.

	B.	Significant Changes.

In May 2006, the Company completed a private placement of 21,144,027 units, resulting in gross proceeds of $17,972,423. Other than the May 2006 financing, there have been no significant changes since the Company’s unaudited financial statements at March 31, 2006.

Item 9.    The Offer and Listing.

	A.	Offer and Listing Details.

The Company’s Shares commenced trading (i) on the TSX Venture Exchange in Canada on March 19, 2004 under the symbol ‘‘NWT,’’ (ii) on the Berlin Stock Exchange on March 30, 2004 (‘‘NMV’’), (iii) the Frankfurt Stock Exchange on April 5, 2004 (‘‘NMV’’), and (iv) on the NASD OTC Bulletin Board on August 25, 2004 (‘‘NWTMF’’).

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Following is information on the trading history of the Company’s Shares:

The low and high market prices for the Shares, on a quarterly basis, on the TSX Venture Exchange are as follows:

TSX VENTURE EXCHANGE

MONTH AND YEAR			LOW						HIGH
March 2004					.57						1.39
April – June 2004					1.20						1.55
July – September 2004					0.56	*					0.79	*
October – December 2004					0.64	*					0.79	*
January – March 2005					0.70	*					1.01	*
April – June 2005					0.65	*					1.12	*
July – September 2005					0.445						0.97
October – December 2005					0.46						0.87

*	post-split pricing

The low and high market prices for the Shares on the TSX Venture Exchange for the period January 1, 2006 to June 30, 2006 are as follows:

TSX VENTURE EXCHANGE

DATE			LOW						HIGH
January 2006					0.63						0.92
February 2006					0.74						0.87
March 2006					0.75						1.35
April 2006					0.87						1.16
May 2006					0.61						1.06
June 2006					0.40	**					0.63	**

*	post-split pricing

**	As of June 23, 2006.

The closing price of the Shares on the TSX Venture Exchange on June 23, 2006 was $0.55.

The low and high market prices for the Shares, on a quarterly basis, on the Berlin Stock Exchanges and Frankfurt Stock Exchanges are as follows:

BERLIN STOCK EXCHANGE (EUROS)

MONTH AND YEAR			LOW						HIGH
April – June 2004					0.74						0.94
July – September 2004					0.35						0.78
October – December 2004					0.39						0.52
January – March 2005					0.40						0.63
April – June 2005					0.39						0.74
July – September 2005					0.26						0.71
October – December 2005					0.33						0.63

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BERLIN STOCK EXCHANGE (EUROS)

MONTH AND YEAR			LOW						HIGH
January 2006					0.41						0.68
February 2006					0.50						0.65
March 2006					0.54						0.90
April 2006					0.62						0.88
May 2006					0.42						0.77
June 2006					0.27	*					0.46	*

*	As of June 23, 2006.

FRANKFURT STOCK EXCHANGE (EUROS)

MONTH AND YEAR			LOW						HIGH
April – June 2004					0.70						0.87
July – September 2004					0.35						0.72
October – December 2004					0.40						0.53
January – March 2005					0.43						0.66
April – June 2005					0.37						0.74
July – September 2005					0.27						0.71
October – December 2005					0.35						0.63

FRANKFURT STOCK EXCHANGE (EUROS)

MONTH AND YEAR			LOW						HIGH
January 2006					0.43						0.67
February 2006					0.54						0.63
March 2006					0.57						0.94
April 2006					0.61						0.88
May 2006					0.40						0.76
June 2006					0.29	*					0.45	*

*	As of June 23, 2006.

At June 27, 2006, one Euro, as quoted by Reuters and other sources at 4 P.M. Eastern Time for New York foreign exchange selling rates (for bank transactions of at least $1,000,000), equaled $1.2581 in U.S. dollars. (Source: The Wall Street Journal)

The low and high market prices for the Shares, on a quarterly basis, on the OTC Bulletin Board are as follows:

OTC BULLETIN BOARD (US $)

MONTH AND YEAR			LOW						HIGH
July – September 2004					0.46						0.60
October – December 2004					0.53						0.63
January – March 2005					0.59						0.82
April – June 2005					0.51						0.90
July – September 2005					0.32						0.90
October – December 2005					0.40						0.73

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OTC BULLETIN BOARD (US $)

MONTH AND YEAR			LOW						HIGH
January 2006					0.55						0.84
February 2006					0.62						0.82
March 2006					0.66						1.20
April 2006					0.74						1.04
May 2006					0.50						0.96
June 2006					0.35	*					0.58	*

*	As of June 23, 2006.

The closing prices of the Shares on the Berlin Stock Exchange and Frankfurt Stock Exchange on June 27, 2006 were 0.40 Euros and $0.41 Euros, respectively. The closing price of the Shares on the OTC Bulletin Board on June 27, 2006 was $0.505.

	B.	Plan of Distribution.

Not applicable.

	C.	Markets

(see A. above)

	D.	Selling Shareholders.

Not applicable.

	E.	Dilution.

Not applicable.

	F.	Expenses of the Issue.

Not applicable.

Item 10.    Additional Information.

	A.	Share Capital.

Not Applicable.

	B.	Certificate and Articles of Incorporation

Common Shares

The Company is authorized to issue an unlimited number of Common Shares (‘‘Shares’’), with no par value.

The holders of Shares are entitled to such dividends as and when declared by our board of directors, to one vote per share at meetings of shareholders and upon liquidation, to receive such of our assets as are distributable to holders of Shares, subject to the rights of holders, if any, of the Preferred Shares. All Shares presently outstanding are duly authorized, validly issued, fully paid and non-assessable. Shares have no preference, conversion, exchange, preemptive or cumulative voting rights.

All Shares are entitled to one vote per share at all meetings of shareholders, rank equally as to dividends and as to the distribution of the Company’s assets available for distribution in the event of a liquidation, dissolution or winding up of the Company. There are no preemptive or conversion rights and no provision for redemption, purchase for cancellation, surrender or sinking or purchase funds.

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Provisions as to the modification, amendment or variation of such rights and provisions are contained in the Business Companies Act (Ontario) (the ‘‘Act’’) and the regulations promulgated thereunder. Certain fundamental changes to the articles of the Company will require the approval of two-thirds of the votes cast on a resolution submitted to a special meeting of the Company’s shareholders called for the purpose of considering the resolution. These items include (i) an amendment to the provisions relating to the outstanding capital of the Company, (ii) a sale of all or substantially all of the assets of the Company, (iii) an amalgamation of the Company with another company, other than a subsidiary, (iv) a winding-up of the Company, (v) a continuance of the Company into another jurisdiction, (vi) a statutory court approved arrangement under the Act (essentially a corporate reorganization such as an amalgamation, sale of assets, winding-up, etc.), and (vii) a change of name.

Although the Act does not specifically impose any restrictions on the repurchase or redemption of shares, under the Act a corporation cannot repurchase its shares or declare dividends if there are reasonable grounds for believing that (a) the corporation is, or after payment would be, unable to pay its liabilities as they become due, or (b) after the payment, the realizable value of the corporation’s assets would be less than the aggregate of (i) its liabilities and (ii) its stated capital of all classes of its securities. Generally, stated capital is the amount paid on the issuance of a share.

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ARTICLES AND BY-LAWS

The following presents a description of certain terms and provisions of the Company’s articles and by-laws.

General

The Company was incorporated in the Province of Ontario on September 26, 2003. Its Ontario Corporation Number is 1589236.

The Company’s corporate objectives and purpose are unrestricted.

Directors

Pursuant to Section 132 of the Business Corporation Act (Ontario) (‘‘OBCA’’), a director who is a party to, or who is a director or officer of or has a material interest in any person who is a party to, a material contract or transaction or proposed material contract or transaction with us shall disclose to us the nature and extent of that interest and shall not vote on any resolution to approve such contract or transaction.

If a quorum of independent directors is present, the directors are entitled to vote compensation to themselves.

Section 137 of the OBCA provides that the directors shall be paid such remuneration for their services as the board of directors may from time to time determine.

Section 184 of the OBCA provides that the board may from time to time on our behalf, without authorization of shareholders:

	•	borrow money upon Company credit;

	•	issue, reissue, sell or pledge debt obligations of the Company;

	•	guarantee on our behalf to secure performance of any obligation of any person; and

	•	mortgage, hypothecate, pledge or otherwise create a security interest in all or any of our currently owned or subsequently acquired property of the Company, to secure any obligations of the Company.

There are no provisions in the Company’s by-laws relating to retirement or non-retirement of directors under an age limit requirement. A director need not be a shareholder. A majority of directors must be resident Canadians and at least one-third of the directors must not be officers or employees of the Company or of any of the Company’s affiliates.

Annual and special meetings

The annual meeting and special meetings of shareholders are held at such time and place as the board of directors, the chairman of the board, the managing director or the president shall determine. Notice of meetings are sent out to shareholders not less than 21 nor more than 50 days before the date of such meeting. All shareholders at the record date are entitled to notice of the meeting and have the right to attend the meeting. The directors do not stand for reelection at staggered intervals.

There are no provisions in either the Company’s Articles of Incorporation or By-laws that would have the effect of delaying, deferring or preventing a change in control of the Company and that would operate only with respect to a merger, acquisition or corporate restructuring involving the Company or its subsidiary.

There are no by-law provisions governing the ownership threshold above which shareholder ownership must be disclosed.

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	C.	Material Contracts

	1.	Escrow Agreement dated January 9, 2004 among Northwestern Mineral Ventures Inc., Equity Transfer Services Inc. (the ‘‘Escrow Agent’’), and Kabir Ahmed (‘‘Ahmed’’). Pursuant to this agreement, in connection with the Company’s initial public offering of up to 15,000,000 Shares, Ahmed agreed to place 1,000,000 Shares (4,000,000 Shares post two 2-1 stock splits) in escrow with the Escrow Agent, to be released from escrow as follows:

DATE			NUMBER OF SHARES RELEASED FROM ESCROW
Date Company’s Shares are listed on TSX Venture Exchange (‘‘Listing Date’’)			1/10 of Shares in Escrow
6 Months After Listing Date			1/6 of Shares Remaining in Escrow
12 Months After Listing Date			1/5 of Shares Remaining in Escrow
18 Months After Listing Date			¼ of Shares Remaining in Escrow
24 Months After Listing Date			1/3 of Shares Remaining in Escrow
30 Months After Listing Date			½ of Shares Remaining in Escrow
36 Months After Listing Date			any Shares Remaining in Escrow

	2.	Consulting Agreement with Primoris Group Inc. (‘‘Primoris Group’’), dated April 23, 2004. Under the terms of this agreement, Primoris Group is to provide investor relations services to the Company for one year. Primoris Group is receiving $13,500 per month and has been granted stock options to acquire 300,000 Shares (post-stock split) at an exercise price of $0.675 per Share, with an expiration date of April 23, 2007.

	3.	Option Agreement dated July 14, 2004 between RNC Gold Inc. and Northwestern Mineral Ventures Inc. concerning the Picachos Project. Reference is made to ‘‘Item 4. Information on the Company. D. Property, Plants and Equipment.’’ for a description of the agreement.

	4.	Letter of Intent dated May 19, 2005 with RNC Gold Inc. pursuant to which the Company was granted the right to acquire a 100% interest in the Picachos Project. Reference is made to ‘‘Item 4. Information on the Company. D. Property, Plants and Equipment.’’ for a description of the Letter of Intent.

	5.	Amending Agreement dated October 14, 2005 between Northwestern Mineral Ventures Inc. and RNC Gold Inc. Reference is made to ‘‘Item 4. Information on the Company. D. Property, Plants and Equipment.’’ for a description of the agreement.

	6.	Mining Agreement between the Republic of Niger and Northwestern Mineral Ventures Inc. for the Irhazer Concession. Reference is made to ‘‘Item 4. Information on the Company. D. Property, Plants and Equipment.’’ for a description of the agreement.

	7.	Mining Agreement between the Republic of Niger and Northwestern Mineral Ventures Inc. for the In Gall Concession. Reference is made to ‘‘Item 4. Information on the Company. D. Property, Plants and Equipment.’’ for a description of the agreement.

	8.	Option Agreement between Canalaska Ventures Ltd. and Northwestern Mineral Ventures Inc. concerning the Waterbury Project, dated as of November 9, 2005. Reference is made to ‘‘Item 4. Information on the Company. D. Property, Plants and Equipment.’’ for a description of the agreement.

	9.	Letter of Intent dated March 2, 2006 between Northwestern Mineral Ventures Inc. and Azimut Exploration Inc. Reference is made to ‘‘Item 4. Information on the Company. D. Property, Plants and Equipment.’’ for a description of the Letter of Intent.

	10.	Consulting Agreement dated November 1, 2003 between Northwestern Mineral Ventures Inc. and Kabir Ahmed. Reference is made to ‘‘Item 6. Directors, Senior Management and Employees’’ for a description of the material terms of this agreement.

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	11.	Consulting Agreement dated October 14, 2005 between Northwestern Mineral Ventures Inc. and Marek Kreczmer. Reference is made to ‘‘Item 6. Directors, Senior Management and Employees’’ for a description of the material terms of this agreement.

The above descriptions of the Company’s agreements are summaries only. The full agreements are set forth at ‘‘Item 19. Exhibits.’’

	D.	Exchange Controls.

There are no laws, governmental decrees or regulations in Canada that restrict the export or import of capital or which affect the remittance of dividends, interest or other payments to non-resident holders of our shares, other than withholding tax requirements. Reference is made to ‘‘Item E. Taxation.’’

There are no limitations under the laws of Canada or the Province of Ontario, or in our constituting documents, with respect to the right of non-resident or foreign owners to hold or vote Shares other than those imposed by the Investment Canada Act.

The Investment Canada Act is a federal Canadian statute which regulates the acquisition of control of existing Canadian businesses and the establishment of new Canadian businesses by an individual, a government or entity that is a ‘‘non-Canadian’’ as that term is defined in the Investment Canada Act.

Management of the Company believes that it is not currently a ‘‘non-Canadian’’ for purposes of the Investment Canada Act. If the Company were to become a ‘‘non-Canadian’’ in the future, acquisitions of control of Canadian businesses by the Company would become subject to the Investment Canada Act. Generally, the direct acquisition by a ‘‘non-Canadian’’ of an existing Canadian business with gross assets of $5,000,000 or more is reviewable under the Investment Canada Act, with a thresholds of $223 million and $237 million for transactions closing in 2003 and 2004, respectively, for ‘‘WTO investors’’ as defined under the Investment Canada Act. If the Company were to become a ‘‘non-Canadian’’ in the future, Management believes the Company would likely become a ‘‘non-Canadian’’ which is a ‘‘WTO investor.’’ Generally, indirect acquisitions of existing Canadian businesses (with gross assets over certain threshold levels) are reviewable under the Investment Canada Act, except in situations involving ‘‘WTO investors’’ where indirect acquisitions are generally not reviewable. In transactions involving Canadian businesses engaged in the production of uranium, providing financial services, providing transportation services or which are cultural businesses, the benefit of the higher ‘‘WTO investor’’ thresholds do not apply.

Acquisitions of businesses related to Canada's cultural heritage or national identity (regardless of the value of assets involved) may also be reviewable under the Investment Canada Act. In addition, investments to establish new, unrelated businesses are not generally reviewable. An investment to establish a new business that is related to the non-Canadian's existing business in Canada is not notifiable under the Investment Canada Act unless such investment relates to Canada's cultural heritage or national identity.

Investments which are reviewable under the Investment Canada Act are reviewed by the Minister, designated as being responsible for the administration of the Investment Canada Act. Reviewable investments, generally, may not be implemented prior to the Minister’s determining that the investment is likely to be of ‘‘net benefit to Canada’’ based on the criteria set out in the Investment Canada Act. Generally investments by non-Canadians consisting of the acquisition of control of Canadian businesses which acquisitions are otherwise non-reviewable or the establishment of new Canadian businesses require that a notice be given under the Investment Canada Act in the prescribed form and manner.

Any proposed take-over of the Company by a ‘‘non-Canadian’’ would likely be subject only to the simple ‘‘notification’’ requirements of the Investment Canada Act as in all likelihood that non-Canadian would be a ‘‘WTO investor’’ for purposes of the Investment Canada Act. Generally, a ‘‘WTO investor’’ is an individual, other than a Canadian, who is a national of a country which is a member of the World Trade Organization. In the case of a person which is not an individual, a WTO

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investor is a person which, generally, is ultimately controlled by individuals, other than Canadians, who are nationals of a WTO member. Currently there are 134 countries which are members of the WTO, including virtually all countries of the Western world. The Company would have to have an asset base of at least before the ‘‘reviewable’’ transaction provisions of the Investment Canada Act became relevant for consideration by a third party non-Canadian acquirer, which is not a WTO investor.

	E.	Taxation.

Certain Canadian Federal Income Tax Consequences

The following is a general summary of the principal Canadian federal income tax considerations generally applicable to a person who holds Shares and who, at all relevant times, for the purposes of the Income Tax Act (Canada) (the ‘‘Act’’) and any applicable bi-lateral tax convention, is not and has never been resident or deemed to be resident in Canada, deals at arm's length and is not affiliated with the Company, holds his/her Shares as capital property, does not use or hold (and will not use or hold) and is not deemed to use or hold his/her Shares in, or in the course of, carrying on a business in Canada and does not carry on an insurance business in Canada and elsewhere (a ‘‘Non-Resident Holder’’).

The summary is based on the current provisions of the Act and the regulations thereunder and the Company's understanding of the current published administrative practices, and assessing policies of the Canada Revenue Agency (the ‘‘CRA’’). This summary takes into account all specific proposals to amend the Act and the regulations publicly announced by the Minister of Finance (Canada) prior to the date hereof (the ‘‘Proposed Amendments’’) although no assurances can be given that such Proposed Amendments will be enacted in the form proposed or at all. This summary does not otherwise take into account or anticipate any other changes in law, whether by judicial, governmental or legislative action or decision or other changes in administrative practices or assessing policies of the CRA nor does it take into account any provincial, territorial, local or foreign tax considerations. The provisions of provincial income tax legislation may vary from province to province in Canada and, in some cases, differ from federal tax legislation.

This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular holder. Accordingly, holders and prospective holders of Shares should consult their own tax advisors with respect to their particular circumstances, including the application and effect of the income and other tax laws of any country, province, state or local tax authority. Any Non-Resident Holder who acquires Shares other than from the Company may be required to obtain from the vendor a certificate pursuant to section 116 of the Act (described below) unless the Shares are listed on a prescribed stock exchange or, after reasonable inquiry, the purchaser had no reason to believe the vendor was a non-resident of Canada within the meaning of the Act.

Dividends on Shares

Dividends paid or credited or deemed under the Act to be paid or credited on the Shares held by a Non-Resident Holder will be subject to Canadian non-resident withholding tax at a general rate of 25%. This rate may be reduced pursuant to the terms of an applicable tax treaty between Canada and the country of residence of the Non-Resident Holder. Dividends paid or credited or deemed under the Act to be paid or credited on the Shares held by a Non-Resident Holder who is resident in the United States for purposes of the Canada− United States Income Tax Convention will generally be subject to Canadian non-resident withholding tax at a rate of 15% and may, in the case of a corporation, be further reduced in certain circumstances.

Disposition of Shares

A Non-Resident Holder will not be subject to tax under the Act in respect of any capital gain realized on a disposition of Shares unless at the time of such a disposition such shares constitute taxable Canadian property of the Non-Resident Holder for purposes of the Act and such Non-Resident Holder is not entitled to relief under an applicable tax treaty between Canada and the country of residence of the Non-Resident Holder.

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Shares will generally not constitute taxable Canadian property of a Non-Resident Holder at a particular time provided that such Shares are listed on a prescribed stock exchange (which includes Tiers 1 and 2 of the TSX Venture Exchange) at that time unless at any time during the sixty month period immediately preceding the disposition of such Shares, the Non-Resident Holder, persons with whom the Non-Resident Holder did not deal at arm’s length, or the Non-Resident Holder together will all such persons, owned or had an interest in or right to acquire 25% or more of the Shares of any class or series of the capital stock of the Company. Under certain circumstances, Shares of the Company may be deemed to be taxable Canadian property. In the event that Shares constitute taxable Canadian property to a particular Non-Resident Holder, capital gains realized on the disposition of the Shares held by a Non-Resident Holder who is resident in the United States for purposes of the Canada-United States Income Tax Convention will generally not be subject to Canadian tax unless the value of the Shares at that time is derived principally from real property situated in Canada.

A purchase of Shares by the Company (other than a purchase of Shares in the open market in the manner in which Shares would normally be purchased by any member of the public in the open market) will give rise to a deemed dividend under the Act equal to the amount, if any, by which the amount paid by the Company on the purchase exceeds the paid-up capital of such Shares determined in accordance with the Act. The paid-up capital may be less than the Non-Resident Holder’s adjusted cost base of such Shares. Any such dividend deemed to have been received by a Non-Resident Holder will be subject to non-resident withholding tax as described above. The amount of such deemed dividend will reduce the proceeds of disposition of the Shares to the Non-Resident Holder for purposes of computing the Non-Resident Holder’s capital gain or loss under the Act.

Holders of Shares are entitled to receive dividends in cash, property or Shares when and if dividends are declared by the Board of Directors out of funds legally available therefore. There are no limitations on the payment of dividends. To date, the Company has never paid any dividends to its shareholders.

	G.	Statements by Experts.

Not applicable.

	H.	Documents on Display.

Copies of the documents referred to in this document may be inspected during normal business hours, at 36 Toronto Street, Suite 1000, Toronto, Ontario M5C 2C5 Canada.

	I.	Subsidiary Information.

Not applicable.

Item 11.    Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 12.    Description of Securities Other than Equity Securities.

Not applicable.

Item 13.    Defaults, Dividend Arrearages, and Delinquencies.

None.

Item 14.    Material Modifications to the Rights of Security Holders and Use of Proceeds.

None.

Item 15.    Controls and Procedures.

Not applicable.

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Item 16 A.    Audit Committee Financial Expert.

The Company’s Chairman and independent, non-management directors serve as the Audit Committee. However, a financial expert does not serve on the Company’s Audit Committee. The Company believes that its Audit Committee is well equipped to address all financial matters of the Company since the Company’s Chief Financial Officer, a Chartered Management Accountant, serves as Secretary and active financial advisor to the Audit Committee.

Item 16 B.    Code of Ethics.

The Company’s Board of Directors has currently requested the formulation of a Draft Proposal for a Code of Business Conduct and Ethics, the specifics of which will be reviewed and considered for possible adoption by the Company’s Board of Directors in due course.

Item 16 C.    Principal Accountant Fees and Services.

The following chart summarizes the aggregate fees billed by the Company’s external auditors for professional services rendered to the Company during the fiscal years ended December 31, 2005 and 2004 and the fiscal period commencing on September 26, 2003 (the date of incorporation of the Company) and ending December 31, 2003, for audit and non-audit related services:

Type of Work			Year Ended Dec. 31, 2005						Year Ended Dec. 31, 2004						Period September 26, 2003 to Dec. 31, 2003
Audit fees*				$	27,000					$	16,000					$	13,000
Audit-related fees**				$	0					$	10,000					$	6,500
Tax advisory fees				$	3,000					$	0					$	0
All other fees				$	0					$	0					$	0
Total				$	30,000					$	26,000					$	19,500

*	Aggregate fees billed for the Company’s annual financial statements and services normally provided by the auditor in connection with the Company’s statutory and regulatory filings.

**	Aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported as ‘‘Audit fees’’, including: assistance with aspects of tax accounting, attest services not required by state or regulation and consultation regarding financial accounting and reporting standards.

Item 16 D.    Exemptions from the Listing Standards for Audit Committees.

Not Applicable.

Item 16 E.    Purchases of Equity Services by the Issuer and Affiliated Purchasers.

Not Applicable.

Item 17.    Financial Statements.

See ‘‘Item 18. Financial Statements.’’

Item 18.    Financial Statements.

(1) Consolidated Balance Sheets of the Company as at December 31, 2005 and 2004, and Consolidated Statements of Operations and Deficit, Shareholders Equity, and Cash Flows, for each of the years in the two-year period ended December 31, 2005, the period from inception (September 26, 2003) to December 31, 2003, and the cumulative period from inception to December 31, 2005. These statements were prepared in accordance with Canadian generally accepted accounting principles,

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which differ in certain respects from United States generally accepted accounting principles. See Note 15 to the consolidated financial statements for a description of the differences between Canadian Generally Accepted Accounting Principles and United States Generally Accepted Accounting Principles.

(2) Unaudited Consolidated Balance Sheet of the Company as at March 31, 2006, Consolidated Statements of Operations and Deficit for the three months ended March 31, 2006, Statements of Cash Flows for the three months ended March 31, 2006, and Statements of Shareholders’ Equity from Commencement of Operations, September 26, 2003 to March 31, 2006.

Item 19.    Exhibits.

Exhibits.    (Reference is made to Registration Statement on Form 20-F, dated March 9, 2004, submitted to the Securities and Exchange Commission on March 15, 2004, for exhibits 1, 2, 3.A-3.B. Reference is made to Annual Report on Form 20-F, for the year ended December 31, 2004, dated July 19, 2005, submitted to the Securities and Exchange Commission on July 20, 2005, for exhibits 3.C and 3.D).

	1.	Certificate and Articles of Incorporation.

	2.	By-Laws.

	3.	List of Agreements.

	A.	Escrow Agreement dated January 9, 2004 among Northwestern Mineral Ventures Inc., Equity Transfer Services Inc., and Kabir Ahmed.

	B.	Consulting Agreement dated April 22, 2004 with Primoris Group Inc.

	C.	Option Agreement dated July 14, 2004 between RNC Gold Inc. and Northwestern Mineral Ventures Inc. concerning the Picachos Project.

	D.	Letter of Intent dated May 19, 2005 between Northwestern Mineral Ventures Inc. and RNC Gold Inc. regarding Picachos Project.

	E.	Amending Agreement dated October 14, 2005 between Northwestern Mineral Ventures Inc. and RNC Gold Inc.

	F.	Mining Agreement between the Republic of Niger and Northwestern Mineral Ventures Inc. for the Irhazer Concession.

	G.	Mining Agreement between the Republic of Niger and Northwestern Mineral Ventures Inc. for the In Gall Concession.

	H.	Option Agreement between Canalaska Ventures Ltd. And Northwestern Mineral Ventures Inc. concerning the Waterbury Project, dated as of November 9, 2005.

	I.	Letter of Intent dated March 2, 2006 between Northwestern Mineral Ventures inc. and Azimut Exploration Inc.

	J.	Consulting Agreement dated November 1, 2003 between Northwestern Mineral Ventures Inc. and Kabir Ahmed.

	K.	Consulting Agreement dated October 14, 2005 between Northwestern Mineral Ventures Inc. and Marek Kreczmer.

	L.	Letter of Intent dated June 9, 2006 between Northwestern Mineral Ventures Inc. and Edward Bawolak regarding the Sequaney Uranium Property.

	4.	Consents

	A.	Consent of McGovern, Hurley, Cunningham, LLP, Chartered Accountants.

	B.	Consent of Watts, Griffis and McOuat Limited, Consulting Geologists and Engineers.

	C.	Consent of Claude Jobin, P.Eng., M.Sc

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	D.	Consent of Azimut-Exploration Inc.

	E.	Consent of Canalaska Ventures Ltd.

	12.	Certifications

	12.1	Certification of Chief Executive Officer.

	12.2	Certification of Chief Financial Officer

	13.	Certifications

	13.1	Certification of Chief Executive Officer

	13.2	Certification of Chief Financial Officer

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The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that is has duly caused and authorized the undersigned to sign this annual report statement on its behalf.

NORTHWESTERN MINERAL VENTURES INC.

By:    /s/ Marek Kreczmer

By:    Marek Kreczmer

Title: President and Chief Executive Officer

Date: June 29, 2006

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NORTHWESTERN MINERAL VENTURES INC.
(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2005 AND 2004

NORTHWESTERN MINERAL VENTURES INC.
(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2005 AND 2004

INDEX			PAGE
Auditors’ Report			1
Consolidated Balance Sheets			2
Consolidated Statements of Operations and Deficit			3
Consolidated Statements of Shareholders’ Equity			4
Consolidated Statements of Cash Flows			5
Notes to the Consolidated Financial Statements			6-25

Table of Contents

[GRAPHIC TO BE INSERTED]

AUDITORS’ REPORT

To the Shareholders of
NORTHWESTERN MINERAL VENTURES INC.
(An Exploration Stage Company)

We have audited the consolidated balance sheets of Northwestern Mineral Ventures Inc. (An Exploration Stage Company) as at December 31, 2005 and 2004 and the consolidated statements of operations and deficit, shareholders’ equity and cash flows for each of the years in the two-year period ended December 31, 2005, the period from inception (September 26, 2003) to December 31, 2003, and the cumulative period from inception to December 31, 2005. 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.

We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). These standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2005 and 2004 and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2005, the period from inception (September 26, 2003) to December 31, 2003, and the cumulative period from inception to December 31, 2005 in accordance with Canadian generally accepted accounting principles.

McGOVERN, HURLEY, CUNNINGHAM, LLP

[GRAPHIC TO BE INSERTED]

Chartered Accountants

TORONTO, Canada
March 3, 2006

COMMENTS BY AUDITOR FOR US READERS ON CANADA – US REPORTING DIFFERENCE

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 conditions and events that cast substantial doubt on the Company’s ability to continue as a going concern, such as those described in Note 1 to the consolidated financial statements. Although we conducted our audits in accordance with both Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States), our report to the shareholders dated March 3, 2006 is expressed in accordance with Canadian reporting standards which do not permit a reference to such events and conditions in the auditors’ report when these are adequately disclosed in the financial statements.

McGOVERN, HURLEY, CUNNINGHAM, LLP

[GRAPHIC TO BE INSERTED]

Chartered Accountants

TORONTO, Canada
March 3, 2006

2005 Sheppard Avenue East, Suite 300, Toronto, Ontario, Canada, M2J 5B4

Telephone: (416) 496-1234 – Fax: (416) 496-0125 – E-Mail: info@mhc-ca.com – Website: www.mhc-ca.com

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NORTHWESTERN MINERAL VENTURES INC.

(AN EXPLORATION STAGE COMPANY)

Consolidated Balance Sheets

AS AT DECEMBER 31

			2005						2004
ASSETS
Current
Cash and equivalents (Note 3)				$	1,681,524					$	1,083,675
Amounts receivable and prepaid expenses					92,769						77,985
					1,774,293						1,161,660
Equipment (Note 4)					6,706						3,575
Interest in exploration properties and deferred exploration expenditures (Note 5)					1,075,701						730,800
				$	2,856,700					$	1,896,035
LIABILITIES
Current
Accounts payable and accrued liabilities				$	170,817					$	197,625
SHAREHOLDERS' EQUITY
Share capital
Common shares (Note 6)					4,329,779						2,171,849
Warrants (Note 7)					417,084						256,935
Contributed surplus (Note 8)					873,651						424,183
Accumulated deficit					(2,934,631	)					(1,154,557	)
					2,685,883						1,698,410
				$	2,856,700					$	1,896,035

CONTINUATION OF BUSINESS (Note 1)

COMMITMENT (Note 10)

APPROVED ON BEHALF OF THE BOARD:

Signed                        , Director

Signed                        , Director

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NORTHWESTERN MINERAL VENTURES INC.

(AN EXPLORATION STAGE COMPANY)

Consolidated Statements of Operations and Deficit

			Cumulative from inception to December 31,						Years ended December 31,												Period from inception to December 31,
			2005						2005						2004						2003
Expenses
Stock-based compensation expense (Note 8)				$	917,651					$	493,468					$	424,183					$	—
Investor relations, and business development					716,276						349,076						367,200						—
Management and administrative services					264,183						129,183						135,000						—
Professional fees					142,337						58,730						83,607						—
Filing and listing fees					148,491						83,351						65,140						—
Office and administration					186,254						107,458						45,699						33,097
Amortization					2,446						1,815						631						—
Loss before the following					(2,377,638	)					(1,223,081	)					(1,121,460	)					(33,097	)
Exploration properties and deferred exploration expenditures written-off (Note 5)					(602,193	)					(602,193	)					—						—
Loss before taxes					(2,979,831	)					(1,825,274	)					(1,121,460	)					(33,097	)
Future income tax recovery (Note 11)					45,200						45,200						—						—
NET LOSS FOR THE YEAR					(2,934,631	)					(1,780,074	)					(1,121,460	)					(33,097	)
ACCUMULATED DEFICIT, beginning of year					—						(1,154,557	)					(33,097	)					—
ACCUMULATED DEFICIT, end of year				$	(2,934,631	)				$	(2,934,631	)				$	(1,154,557	)				$	(33,097	)
LOSS PER SHARE – basic and diluted											(0.02	)					(0.02	)					(0.00	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING											76,916,314						63,312,328						9,333,333

The accompanying notes are an integral part of these consolidated financial statements.

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NORTHWESTERN MINERAL VENTURES INC.

(AN EXPLORATION STAGE COMPANY)

Consolidated Statements of Shareholders' Equity

FROM COMMENCEMENT OF OPERATIONS (SEPTEMBER 26, 2003) TO DECEMBER 31, 2005

			Common shares												Special Warrants						Warrants						Contributed Surplus						Accumulated Deficit						Total
			#						$						$						$						$						$						$
Issue of shares for cash					4,000,000						101						—						—						—						—						101
Issue of special warrants for cash					—						—						195,409						—						—						—						195,409
Loss for the year					—						—						—						—						—						(33,097	)					(33,097	)
Balance, December 31, 2003					4,000,000						101						195,409						—						—						(33,097	)					162,413
Public offering, net of issue costs					60,000,000						1,321,537						—						—						—						—						1,321,537
Conversion of special warrants					8,000,000						195,409						(195,409	)					—						—						—						—
Flow through private placement, net of issue costs					412,000						114,891						—						—						—						—						114,891
Stock-based compensation					—						—						—						—						424,183						—						424,183
Private placement, net of issue costs					2,909,000						539,911						—						256,935						—						—						796,846
Loss for the year					—						—						—						—						—						(1,121,460	)					(1,121,460	)
Balance, December 31, 2004					75,321,000						2,171,849						—						256,935						424,183						(1,154,557	)					1,698,410
Private placements, net of issue costs					3,950,090						1,636,155						—						222,749						—						—						1,858,904
Exercise of stock options					200,000						101,500						—						—						(44,000	)					—						57,500
Flow through tax effect on date of renunciation					—						(45,200	)					—						—						—						—						(45,200	)
Stock-based compensation					—						—						—						—						493,468						—						493,468
Exercise of warrants					455,000						283,475						—						(62,600	)					—						—						220,875
Shares issued for interest in exploration properties and deferred exploration expenditures					300,000						182,000						—						—						—						—						182,000
Loss for the year					—						—						—						—						—						(1,780,074	)					(1,780,074	)
Balance, December 31, 2005					80,226,090						4,329,779						—						417,084						873,651						(2,934,631	)					2,685,883

The accompanying notes are an integral part of these consolidated financial statements.

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NORTHWESTERN MINERAL VENTURES INC.

(AN EXPLORATION STAGE COMPANY)

Consolidated Statements of Cash Flows

			Cumulative from inception to December 31,						Years ended December 31,												Period from inception to December 31,
			2005						2005						2004						2003
Cash provided by (used in)
OPERATING ACTIVITIES
Net loss				$	(2,934,631	)				$	(1,780,074	)				$	(1,121,460	)				$	(33,097	)
Future income tax recovery					(45,200	)					(45,200	)					—						—
Stock-based compensation expense					917,651						493,468						424,183						—
Amortization					2,446						1,815						631						—
Exploration properties and deferred exploration expenditures written-off					602,193						602,193						—						—
Changes in non-cash working capital items
Amounts receivable and prepaid expenses					(92,769	)					(14,784	)					(77,985	)					—
Accounts payable and accrued liabilities					88,210						(109,415	)					187,625						10,000
					(1,462,100	)					(851,997	)					(587,006	)					(23,097	)
FINANCING ACTIVITIES
Issue of common shares, net of costs					3,659,014						1,672,179						1,986,734						101
Issue of warrants					453,162						206,622						246,540						—
Issue of special warrants, net of costs					195,409						—						—						195,409
Exercise of warrants					220,875						220,875						—						—
Exercise of options					57,500						57,500						—						—
					4,585,960						2,157,176						2,233,274						195,510
INVESTING ACTIVITIES
Interest in exploration properties and deferred exploration expenditures					(1,433,184	)					(702,384	)					(730,800	)					—
Purchase of equipment					(9,152	)					(4,946	)					(4,206	)					—
					(1,442,336	)					(707,330	)					(735,006	)					—
Increase in cash and equivalents					1,681,524						597,849						911,262						172,413
Cash and equivalents, beginning of year					—						1,083,675						172,413						—
Cash and equivalents, end of year				$	1,681,524					$	1,681,524					$	1,083,675					$	172,413
SUPPLEMENTAL INFORMATION
Interest paid					2,979						—						2,979						—
Warrants issued for services provided					26,522						16,127						10,395						—
Accrued exploration expenditures					62,710						62,710						—						—
Accrued share issue costs					19,897						19,897						—						—
Conversion of special warrants into common shares					195,409						—						195,409						—
Value of shares issued to acquire property					182,000						182,000						—						—

The accompanying notes are an integral part of these consolidated financial statements.

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NORTHWESTERN MINERAL VENTURES INC

(AN EXPLORATION STAGE COMPANY)

Notes to Consolidated Financial Statements

DECEMBER 31, 2005, 2004, AND 2003

1.	NATURE OF OPERATIONS AND GOING CONCERN

Northwestern Mineral Ventures Inc. (the ‘‘Company’’) was incorporated under the laws of the Province of Ontario, Canada by Articles of Incorporation dated September 26, 2003. The Company, which is in the exploration stage, is engaged in the acquisition, exploration and development of properties for the mining of precious and base metals. The Company is in the process of exploring its exploration properties for mineral resources and has not determined whether the properties contain economically recoverable reserves. The recovery of the amounts shown for the exploration properties and the related deferred expenditures is dependent upon the existence of economically recoverable reserves, confirmation of the Company's interest in the underlying mineral claims, the ability of the Company to obtain necessary financing to complete the exploration, and upon future profitable production.

The business of mining and exploring for minerals involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations. The recoverability of the carrying value of exploration properties and the Company’s continued existence is dependent upon the preservation of its interest in the underlying properties, the discovery of economically recoverable reserves, the achievement of profitable operations, or the ability of the Company to raise alternative financing, if necessary, or alternatively upon the Company’s ability to dispose of its interests on an advantageous basis. Changes in future conditions could require material write downs of the carrying values. Some of the Company’s mining assets are located outside of Canada and are subject to the risk of foreign investment, including increases in taxes and royalties, renegotiation of contracts, currency exchange fluctuations and political uncertainty.

Although the Company has taken steps to verify title to the properties on which it is conducting exploration and in which it has an interest, in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the Company’s title. Property title may be subject to unregistered prior agreements and non-compliance with regulatory requirements.

As at December 31, 2005, the Company had cash and equivalents of $1,681,524 and working capital of $1,603,476. Management of the Company believes that it has sufficient funds to pay its ongoing administrative expenses and to meet its liabilities for the ensuing year as they fall due. However, the Company does not have sufficient resources to meet its exploration property expenditures as described in Notes 5 and 14. The Company's ability to continue operations and fund its exploration property expenditures is dependent on management's ability to secure additional financing. Management is actively pursuing such additional sources of financing, and while it has been successful in doing so in the past, there can be no assurance it will be able to do so in the future. Because of this uncertainty there is some doubt about the ability of the Company to continue as a going concern. These financial statements do not include the adjustments that would be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accounting policies of the Company are in accordance with Canadian generally accepted accounting principles and their basis of application is consistent with that of the previous year. These policies conform, in all material respects, with United States generally accepted accounting principles (‘‘US GAAP’’), except as discussed in Note 15. Outlined below are those policies considered particularly significant.

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2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Basis of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary Northwestern Mineral Ventures (USA) Inc. All material inter-company balances and transactions have been eliminated. All references to the Company should be treated as references to the Company and its subsidiary.

Cash and Equivalents

Cash and equivalents include cash on hand, balances with banks and short-term investments with original maturities of 90 days or less.

Equipment

Equipment is recorded at cost. Amortization is recorded on the declining balance basis at an annual rate of 30%.

Interest in Exploration Properties and Deferred Exploration Expenditures

The Company accounts for exploration property costs in accordance with the Canadian Institute of Chartered Accountants (‘‘CICA’’) Handbook Section 3061, ‘‘Property, plant and equipment’’ (‘‘CICA 3061’’), and abstract EIC 126, ‘‘Accounting by Mining Enterprises for Exploration Costs’’ (‘‘EIC 126’’) of the Emerging Issues Committee. CICA 3061 provides for the capitalization of acquisition and exploration costs of an exploration property where such costs are considered to have the characteristics of property, plant and equipment. EIC 126 provides that a mining enterprise is not precluded from considering exploration costs to have the characteristics of property, plant and equipment, when it has not established mineral reserves objectively and therefore does not have a basis for preparing a projection of the estimated future net cash flows from the property.

Interest in exploration properties and deferred exploration expenditures are carried at cost until they are brought into production, at which time they are depleted on a unit-of production method based on proven and probable reserves. If a property is subsequently determined not to be economic, the property and related deferred costs are written down to net realizable value. Other general exploration expenses are charged to operations as incurred. The cost of exploration properties abandoned or sold and their related deferred exploration costs are charged to operations in the current year.

Costs include the cash consideration and the fair market value of the shares issued for the acquisition of exploration properties. The carrying value is reduced by option proceeds received until such time as the property cost and deferred expenditures are reduced to nominal amounts. Properties acquired under option agreements or by joint ventures, whereby payments are made at the sole discretion of the Company, are recorded in the accounts at the time of payment.

EIC 126 provides that an exploration stage enterprise with initially capitalized exploration costs but that has not objectively established mineral reserves and therefore does not have a basis for preparing a projection of the estimated future cash flow from a property, is not obliged to conclude that the capitalized costs have been impaired. However, EIC 126 references certain conditions that should be considered in determining subsequent write downs, such as changes or abandonment of a work program or poor exploration results, and management reviews such conditions to determine whether a write down of capitalized costs is required. When the carrying value of a property exceeds its net recoverable amount, provision is made for the impairment in value.

Asset Retirement Obligations

Effective January 1, 2004, the Company adopted the new recommendations of the Canadian Institute of Chartered Accountants (‘‘CICA’’) Handbook Section 3110, ‘‘Asset Retirement Obligations’’. Under the new standard, the fair values of asset retirement obligations are recorded as liabilities on a discounted basis when they are incurred. Amounts recorded for the related assets are increased by

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2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

the amount of these obligations. Over time, the liabilities will be accreted for the change in their present value and the initial capitalized costs will be depleted and amortized over the useful lives of the related assets. The impact of adopting the new accounting for asset retirement obligations standard has no effect on these statements as of December 31, 2005.

Flow-Through Financing

The Company has financed a portion of its exploration activities through the issue of flow-through shares, which transfer the tax deductibility of exploration expenditures to the investor. Proceeds received on the issue of such shares have been credited to capital stock and the related exploration costs have been charged to exploration and resource properties.

Resource expenditure deductions for income tax purposes related to exploration and development activities funded by flow-through share arrangements are renounced to investors in accordance with income tax legislation. When these expenditures are renounced, temporary taxable differences created by the renunciation will reduce share capital.

Stock-based Compensation Plan

The Company has adopted the recognition of stock compensation expense for grants of options to officers, directors and employees in the financial statements based on the estimated fair value at the grant date for options granted after September 26, 2003. The Company, as permitted by CICA Handbook Section 3870, has adopted this section prospectively. The Company's stock option plan is described in Note 8.

Income Taxes

The Company uses the future income tax asset and liability method of accounting for income taxes. Under the method of tax allocation, future income taxes are determined based on the differences between the financial reporting and tax bases of assets and liabilities. These income tax assets and liabilities are measured using the substantively enacted tax rates in which the income tax assets or liabilities are expected to be settled or realized. A valuation allowance is provided to the extent that it is more likely than not that future income tax assets will not be realized.

Loss Per Common Share (LPS)

Basic loss per share is computed by dividing the loss for the year by the weighted average number of common shares outstanding during the year, including contingently issuable shares which are included when the conditions necessary for issuance have been met. Diluted loss per share is calculated in a similar manner, except that the weighted average number of common shares outstanding is increased to include potentially issuable common shares from the assumed exercise of common share purchase options and warrants, if dilutive. The number of additional shares included in the calculation is based on the treasury stock method for options and warrants. As the Company had a loss in each of the periods presented, basic and diluted loss per share are the same as the exercise of all options and warrants would be anti-dilutive. At December 31, 2005, 3,900,000 stock options and 3,364,015 warrants and broker warrants could potentially be dilutive in the future.

Foreign Currency Translation

The Company’s functional and reporting currency is the Canadian dollar. Foreign currency monetary assets and liabilities are translated at the period end exchange rate. Non-monetary assets and liabilities, as well as revenue and expense transactions denominated in foreign currencies are translated at the rate prevailing at the time of the transaction. Translation gains or losses are recognized in the period in which they occur. Unless otherwise stated, all amounts are in Canadian dollars.

Measurement Uncertainty

The preparation of consolidated financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the

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2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the related reported amounts of revenue and expense during the report period. The most significant estimates are related to the recoverability of exploration expenditures, stock-based compensation, and future tax assets and liabilities. Actual results could differ from those estimates. Management believes that the estimates are reasonable.

3.	CASH AND EQUIVALENTS

			2005						2004
Cash and equivalents consist of the following
Cash				$	1,681,524					$	583,675
Short-term money market investments					—						500,000
				$	1,681,524					$	1,083,675

As at December 31, 2004, the carrying value of the short-term money market investments approximated their market value.

4.	EQUIPMENT

				Cost						Accumulated Depreciation						Net Carrying Value 2005						Net Carrying Value 2004
	Computer equipment				$	9,152					$	2,446$					$	6,706					$	3,575

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5.    INTEREST IN EXPLORATION PROPERTIES AND DEFERRED EXPLORATION
       EXPENDITURES

At December 31, 2005, accumulated costs with respect to the Company's interest in exploration properties owned, leased or under option, consisted of the following:

Picachos Project, Mexico			2005						2004
Acquisition costs
Option payments				$	114,000					$
Staking					15,926						—
					129,926						—
Exploration costs
Exploration advance					297,739						—
Analysis and assays					127,346						36,338
Geological, reports and maps					71,071						65,613
Surveys					64,480						—
General					28,521						17,348
Project management fees					8,965						8,965
Labour					8,830						8,830
Professional fees					8,535						8,535
Camp costs					5,940						5,940
Transportation					5,364						3,836
Drilling					3,405						3,405
					630,196						158,810
Interest income					(9,216	)					(4,046	)
					620,980						154,764
				$	750,906					$	154,764

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5.    INTEREST IN EXPLORATION PROPERTIES AND DEFERRED EXPLORATION
       EXPENDITURES (Continued)

Waterbury Project, Canada			2005						2004
Acquisition costs
Option payments				$	93,050					$	—
Exploration costs
Geological, reports and maps					76,697						—
				$	169,747					$	—
Firefly Project, USA			2005						2004
Acquisition costs
Option payments				$	58,485					$	—
Claim payments					17,854						—
					76,339						—
Exploration costs
Geological, reports and maps					18,466						—
Professional fees					8,173						—
Exploration advance					7,500						—
Consulting fees					2,980						—
Transportation					1,154						—
General					85						—
					38,358						—
				$	114,697					$	—
Bear Project, Canada			2005						2004
Acquisition costs
Option payments				$	50,000					$	50,000
Claim payments					12,506						1,500
					62,506						51,500
Exploration costs
Transportation					222,287						210,997
Drilling					85,865						85,865
General					63,004						60,679
Camp costs					60,671						60,671
Project management fees					40,759						40,759
Labour					29,741						29,741
Consulting fees					23,613						13,594
Analysis and assays					12,466						11,008
Geological, reports and maps					9,223						—
					547,629						513,314
Interest income					(7,942	)					(4,047	)
					539,687						509,267
					602,193						560,767
Exploration properties and deferred exploration expenditures written-off					(602,193	)					—
				$	—					$	560,767

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5.    INTEREST IN EXPLORATION PROPERTIES AND DEFERRED EXPLORATION
       EXPENDITURES (Continued)

Irhazer and In Gall Project, Niger (See Note 14(a))			2005						2004
Acquisition costs
Staking				$	4,500						—
Exploration costs
Transportation				$	19,111					$	6,769
Consulting fees					10,245						8,500
General					6,495						—
					35,851						15,269
				$	40,351					$	15,269
TOTAL INTEREST IN EXPLORATION PROPERTIES AND DEFERRED EXPLORATION EXPENDITURES				$	1,075,701					$	730,800

	(a)	Picachos Project

On July 14, 2004 the Company entered into an option agreement with RNC Gold Inc. (‘‘RNC’’) to acquire a 50% undivided interest in the 6,700 hectare silver-gold Picachos property in Durango, Mexico and the 3,500 hectare Tango gold concession in Sinaloa, Mexico. In order to earn its interest, the Company must expend $500,000 in exploration expenditures on or before December 31, 2005 and $1 million on or before December 31, 2006. Also part of the agreement, the Company must generate a feasibility study for the production of a minimum of 25,000 ounces of gold per year. The Chairman and CEO of the Company was also a director of RNC at the time the Option Agreement was signed. On January 12, 2005, the Chairman resigned as director of RNC. During the year ended December 31, 2005, a director of the Company was also a director of RNC. On February 28, 2006, this individual resigned as a director of RNC.

On October 14, 2005 the Company completed another agreement with RNC, which grants the Company the right to acquire a 100% interest in the property portfolio. Under the terms of this agreement, the Company will be granted the right at feasibility to acquire RNC’s remaining 50% stake in the Picachos Project. The purchase price of $20 million is payable as: $3 million at the completion of a feasibility study, then $9 million at the commencement of commercial production, and then $2 million on each of the first through fourth anniversaries of the commencement of commercial production. The Company issued 200,000 common shares valued at $114,000 from its treasury to RNC as consideration for entering into this agreement.

Given the Company’s exploration focus on the silver-gold property in Durango State, the Company elected to drop its interest in the Tango gold claims in Sinaloa State on November 17, 2005. All material expenditures to December 31, 2005 have been incurred on the Durango State property and no writedown was required.

	(b)	Waterbury Project

On November 9, 2005, the Company completed a formal option agreement with CanAlaska Ventures Ltd. (‘‘CanAlaska’’) to acquire up to 75% ownership of nine uranium claims, collectively called the ‘‘Waterbury Project’’, in the eastern Athabasca Basin, Saskatchewan, Canada.

Under the terms of the formal option agreement, the Company will pay, in instalments, a total of $150,000 ($25,000 paid) to acquire an initial 50% interest in the Waterbury Project from CanAlaska. In addition, CanAlaska will receive a 3% net smelter royalty (NSR) and 300,000 shares (100,000 issued, valued at $68,000) from the Company's treasury to be released in stages beginning November 15, 2005. These shares will be subject to any regulatory hold periods. The Company has agreed to spend a minimum of $2 million on the Waterbury Project prior to April 1, 2008.

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5.    INTEREST IN EXPLORATION PROPERTIES AND DEFERRED EXPLORATION
       EXPENDITURES (Continued)

The Company can increase its ownership to 60% by spending an additional $2 million on the property within two years of vesting its 50% interest. Thereafter, the Company can increase its stake to 75% by completing a Bankable Feasibility Study within two years from the date it vests its 60% interest. During this development stage, the Company would spend an annual minimum of $500,000 at Waterbury. CanAlaska would also receive an additional 200,000 shares from the Company’s treasury.

CanAlaska will act as operator of the property until the Company has a vested 60% interest, at which time the Company may become the operator.

	(c)	Firefly Project

On December 9, 2005, the Company completed an option agreement to acquire 100% ownership of two uranium-vanadium mines, collectively called the ‘‘Firefly Project’’, in the La Sal uranium district in southeastern Utah from GeoXplor Corp. (‘‘GeoXplor’’).

Under the terms of the option agreement, the Company will pay US$5,100,000 to acquire the Firefly Project from GeoXplor, which included an initial payment of US$50,000 (paid) and payment of US$50,000 upon receipt of board and regulatory approval. The Company will make an additional payment of US$5,000,000 to GeoXplor once a decision is made to commence production on the Firefly Project or on July 31, 2011, whichever is earlier. In addition, and subject to board and regulatory approval, GeoXplor will receive 300,000 common shares from the Company’s treasury to be released, 100,000 upon completion of NI 43-101 Technical Report, and 100,000 each on or prior to the first and second anniversaries of the execution date of the formal agreement. These shares will be subject to any applicable regulatory hold periods. GeoXplor is also entitled to a 2% net smelter royalty on the production of uranium and vanadium from the Firefly Project.

The Company has agreed to spend a minimum of US$700,000 on the Firefly Project on or prior to the third anniversary of the option agreement date. Ashworth Explorations Ltd. will act as operator of the Firefly Project until the second anniversary of the option agreement date, at which time the Company becomes the operator.

(d)    Bear Project

The Company and Fronteer Development Group Inc. (‘‘Fronteer’’) executed a definitive formal agreement (the ‘‘Agreement’’) along with several amending agreements covering the Conjuror, Achook, McPhoo, and Longtom claims in the Northwest Territories (collectively, the ‘‘Bear Project’’). Pursuant to the Agreement, the Company may acquire the right to earn up to 50% interest in the Bear Project for the following consideration:

	(i)	an initial payment to Fronteer of $20,000 cash (paid);

	(ii)	completion of exploration expenditures by the Company in the amount of $5,000,000 over a five-year period ending September 26, 2008.

	(iii)	annual cash payments to Fronteer, commencing on the first year anniversary of the Option Agreement of $30,000 (paid), $40,000, $50,000, $60,000 and $70,000 respectively over a five-year period.

During the year ended December 31, 2004, the McPhoo, Achook and Conjuror claims were allowed to lapse; however, the Agreement terms remain in place for the Longtom property. All expenditures incurred on the Bear Project related to the Longtom property. During the year ended December 31, 2005, management decided to terminate the Bear Project and focus on other projects. There were no financial penalties associated with the termination of the Bear Project. As a result, capitalized costs of $602,193 were written-off during the year.

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6.    SHARE CAPITAL

	a)	Authorized

Unlimited number of common shares

	b)	Issued and outstanding

			Shares						Amount
Balance, December 31, 2003					4,000,000					$	101
Special warrants exercised(1)					8,000,000						195,409
Public offering(2)					60,000,000						1,500,000
Flow-through private placement(4)					412,000						125,660
Common shares issued on private placements(5)(6)					2,909,000						967,925
Warrant valuation(5)(6)					—						(246,540	)
Cost of issue					—						(370,706	)
Balance, December 31, 2004					75,321,000						2,171,849
Flow-through private placement(9)					1,707,665						1,024,599
Common shares issued on private placements(7)(9)					2,242,425						1,000,000
Warrant valuation(7)(9)					—						(206,622	)
Exercise of stock options					200,000						57,500
Exercise of stock options – valuation					—						44,000
Exercise of warrants					455,000						220,875
Exercise of warrants- valuation					—						62,600
Shares issued for interest in exploration properties and deferred exploration expenditures (Notes 5(a) and (b))					300,000						182,000
Cost of issue					—						(181,822	)
Flow-through tax liability(4)					—						(45,200	)
Balance, December 31, 2005 as per Statement of Shareholders' Equity					80,226,090					$	4,329,779

	(1)	Special warrants to purchase 8,000,000 common shares of the Company for no additional consideration, were issued and outstanding as of December 31, 2003. The net proceeds from the sale of the special warrants after deducting the issue costs of the special warrant offering were $195,409. On January 19, 2004, the special warrants were exercised, at no additional cost, into 8,000,000 common shares.

	(2)	On February 26, 2004, the Company completed an offering for the sale of 60,000,000 common shares at $0.025 per share, for gross proceeds of $1,500,000. Pursuant to this offering, the agent received a commission equal to 7% of the gross proceeds of the Offering ($0.00175 per common share) for an aggregate commission of $105,000.

	(3)	In 2004, the Company completed a stock split pursuant to which each issued common share of the Company was subdivided into two common shares. The stock split was approved at the annual and special meeting of the shareholders of the Company held on June 23, 2004. Each registered holder of common shares of the Company of record on July 27, 2004 received one additional common share for every common share held. Shares and per share amounts presented in these consolidated financial statements have been retroactively adjusted to reflect this stock split.

	(4)	On July 30, 2004, the Company issued 412,000 flow-through common shares for proceeds of $125,660. This amount was renounced subsequent to December 31, 2004. The renunciation created a future income tax liability of $45,200, which was allocated as a cost of issuing the flow-through shares. Pursuant to this offering, the agent received a commission equal to 8.5% of the gross proceeds of the offering ($0.026 per flow-through common share) for an aggregate commission of $10,681.

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6.    SHARE CAPITAL (Continued)

	(5)	On October 15, 2004, the Company completed a private placement financing of 900,000 units at a price of $0.35 per unit for gross proceeds of $315,000. Each unit consisted of one common share and one common share purchase warrant exercisable at a price of $0.475 until April 15, 2006. Toll Cross Securities Inc. acted as the agent in the offering and was paid a commission of $22,050, along with broker warrants to acquire 63,000 units at an exercise price of $0.35 until April 15, 2006. The broker warrants were valued using the Black-Scholes option pricing model and charged to cost of issue.

	(6)	On December 3, 2004, the Company completed a private placement financing of 2,009,000 units at a price of $0.325 per unit for gross proceeds of $652,925. Each unit consisted of one common share and one-half of one common share purchase warrant. Each whole warrant is exercisable at a price of $0.475 until June 4, 2006. Canaccord Capital Corporation acted as the agent in the offering and was paid a commission of $65,292.

The warrants and broker warrants issued in (5) and (6) above were valued using the Black-Scholes option-pricing model. The assumptions used for the valuation were:

	(a)	Warrants issued on private placement (5)

Dividend yield 0%, expected volatility 100%, risk- free interest rate 4% and an expected life of 18 months. Value assigned to 900,000 warrants is $126,000

	(b)	Broker warrants issued on private placement (5)

Dividend yield 0%, expected volatility 100%, risk-free interest rate 4% and an expected life of 18 months. Value assigned to 63,000 broker warrants is $10,395

	(c)	Warrants issued on private placement (6)

Dividend yield 0%, expected volatility 100%, risk-free interest rate 4% and an expected life of 18 months. Value assigned to 1,004,500 warrants is $120,540

	(7)	On January 27, 2005, the Company issued 1,333,334 units in a non-brokered private placement at a price of $0.375 per unit for gross proceeds of $500,000. Each unit consists of one common share and one common share purchase warrant exercisable at a price of $0.465 until July 27, 2006.

	(8)	Effective September 6, 2005, the Company completed another stock-split, where-by each issued common share of the Company was sub-divided into two common shares. Each registered shareholder of the Company received one additional new share for every common share held. No action was required by the shareholders. The outstanding warrants and stock-options were also sub-divided at the same ratio as the common shares. The exercise prices of the warrants and stock options were adjusted to reflect the stock-split.

	(9)	On December 21, 2005, the Company completed a private placement of 1,707,665 flow-through common shares at a price of $0.60 per share, and 909,091 units (the ‘‘Units’’) at a price of $0.55 per Unit. Each Unit consisted of one common share and one-half of one common share purchase warrant exercisable at a price of $0.70 until December 21, 2006. The proceeds of $1,024,599 from the flow through shares will be renounced subsequent to December 31, 2005. The renunciation will create a future income tax liability of approximately $368,856, which will be allocated as a cost of issuing the flow-through shares.

In connection with the private placement, the Company paid Toll Cross Securities Inc. (‘‘Toll Cross’’) a commission of approximately $106,700 and issued to Toll Cross broker warrants entitling it to acquire 63,636 Units at an exercise price of $0.55 per Unit.

The warrants and broker warrants issued in (7) and (9) above were valued using the Black-Scholes option-pricing model. The assumptions used for the valuation were:

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6.    SHARE CAPITAL (Continued)

	(a)	Warrants issued on private placement (7)

expected dividend yield 0%, expected volatility 100%, risk- free interest rate 4% and an expected life of 18 months. Value assigned to 1,333,334 warrants is $158,340.

	(c)	Warrants issued on private placement (9)

expected dividend yield 0%, expected volatility 100%, risk-free interest rate 4% and an expected life of 12 months. Value assigned to 454,545 warrants is $48,282.

	(b)	Broker warrants issued on private placement (9)

expected dividend yield 0%, expected volatility 100%, risk-free interest rate 4% and an expected life of 12 months. Value assigned to 63,636 broker warrants is $16,127.

7.	COMMON SHARE PURCHASE WARRANTS AND BROKER WARRANTS

The following table represents a continuity of warrants for the year ended December 31, 2005. All numbers shown in the chart below have been adjusted to account for the 2:1 stock splits that occurred on June 23, 2004 and September 6, 2005:

	Expiry Date			Exercise Price						2004 Opening Balance						Issued						Exercised						2005 Closing Balance						2005 Closing Black-Scholes Value
	Warrants
	April 15, 2006				$	0.475						900,000						—						(400,000	)					500,000					$	70,000
	April 15, 2006				$	0.35						63,000						—						—						63,000						10,395
	June 3, 2006				$	0.475						1,004,500						—						(55,000	)					949,500						113,940
	July 27, 2006				$	0.465						—						1,333,334						—						1,333,334						158,340
	December 21, 2006				$	0.70						—						454,545						—						454,545						48,282
												1,967,500						1,787,879						(455,000	)					3,300,379					$	400,957
	Broker Warrants
	December 21, 2006				$	0.55						—						63,636						—						63,636						16,127
												1,967,500						1,851,515						(455,000	)					3,364,015					$	417,084

	Expiry Date			Exercise Price						2003 Opening Balance						Issued						Exercised						2004 Closing Balance						2004 Closing Black-Scholes Value
	Warrants
	April 15, 2006				$	0.475						—						900,000						—						900,000					$	126,000
	April 15, 2006				$	0.35						—						63,000						—						63,000						10,395
	June 3, 2006				$	0.475						—						1,004,500						—						1,004,500						120,540
												—						1,967,500						—						1,967,500					$	256,935

8.    STOCK OPTIONS AND CONTRIBUTED SURPLUS

	a)	Stock Options

The Company has a stock option plan for the purchase of common shares for its directors, officers, employees and other service providers. The aggregate number of common shares reserved for issuance under the stock option plan is the lesser of 7,200,000 common shares and 10% of the issued and outstanding common shares of the Company. The options are non-assignable and non-transferable and may be granted for a term not exceeding five years. The exercise price of the options is fixed by the board of directors of the Company at the time of grant, subject to all applicable regulatory requirements.

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8.    STOCK OPTIONS AND CONTRIBUTED SURPLUS (Continued)

The following table represents a continuity of stock options for the year ended December 31, 2005. All numbers shown in the chart below have been adjusted to account for the 2:1 stock split that occurred on June 23, 2004 and September 6, 2005:

				Number of Stock Options												Weighted Average Exercise Price
				2005						2004						2005						2004
																	$						$
	Opening Balance					2,120,000						—						0.305						—
	Options granted					1,980,000						2,120,000						0.739						0.305
	Options exercised					(200,000	)					—						0.288						—
	Ending Balance					3,900,000						2,120,000						0.526						0.305

On March 26, 2004, 1,400,000 stock options exercisable at $0.2875 per share were granted to directors and officers of the Company. For purposes of estimating the fair market value under the Black-Scholes option pricing model, the following assumptions were used: expected dividend yield – 0%; expected volatility – 100%; risk-free interest rate – 4.0%; and an expected average life of 5 years. The options were valued at $308,000 and charged to stock based compensation expense.

On April 23, 2004, 600,000 stock options exercisable at $0.3375 per share were issued to a firm that provides investor relations to the Company. The following assumptions were used under the Black-Scholes option-pricing model: expected dividend yield of 0%; expected volatility of 100%; risk-free interest rate of 4% and an expected life of 3 years. These options were valued at $128,850 and will be expensed over the one year vesting term. As of December 31, 2004, $116,183 was charged to stock-based compensation expense. The remaining $12,667 vested in 2005 and was charged to stock based compensation expense.

On October 22, 2004, 120,000 stock options exercisable at $0.36 per share were granted to a consultant of the Company. The following assumptions were used under the Black-Scholes option-pricing model: expected dividend yield of 0%; expected volatility of 100%; risk-free interest rate of 4% and an expected life of 3 years. These options were valued at $27,600 and will be charged to exploration property expenditures when certain vesting conditions have been met (See Note 14(a)).

On August 2, 2005, 80,000 stock options exercisable at $0.47 per share were granted to a consultant of the Company. The following assumptions were used under the Black-Scholes option-pricing model: expected dividend yield of 0%; expected volatility of 100%; risk-free interest rate of 4% and an expected life of 3 years. These options were valued at $23,920 and will be charged to exploration property expenditures when certain vesting conditions have been met (See Note 14(a)).

On October 14, 2005, 1,900,000 stock options exercisable at $0.75 per share were granted to a director who is also the President of the Company. The following assumptions were used under the Black-Scholes option-pricing model: expected dividend yield of 0%; expected volatility of 100%; risk-free interest rate of 4% and an expected life of 5 years. These options were valued at $1,083,000. As at December 31, 2005, $480,801 was charged to stock-based compensation expense. The remaining $602,199 will be charged to stock-based compensation when they vest in 2006.

Unexercised stock options at September 6, 2005 were adjusted to account for the 2:1 one stock split.

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8.    STOCK OPTIONS AND CONTRIBUTED SURPLUS (Continued)

As at December 31, 2005, the Company had the following stock options outstanding:

			Number of Options						Exercisable Options						Exercise Price ($)						Expiry Date
					600,000						600,000						0.3375				April 23, 2007
					120,000						—						0.36				October 22, 2007
					80,000						—						0.47				August 2, 2008
					1,200,000						1,200,000						0.2875				March 26, 2009
					1,900,000						—						0.75				October 14, 2010
					3,900,000						1,800,000

	b)	Contributed Surplus

The following table reflects the continuity of contributed surplus relating to stock options:

			Amount
Balance, December 31, 2003				$	—
Stock-based compensation expense					424,183
Balance, December 31, 2004					424,183
Stock-based compensation expense					493,468
Stock options exercised					(44,000	)
Balance, December 31, 2005					873,651

9.	RELATED PARTY TRANSACTIONS

The Company was charged $129,183 in fiscal 2005 (2004 – $144,000; 2003 – $Nil) for consulting and other services rendered by directors and/or officers of the Company. The entire amount has been expensed in the statement of operations and deficit. Included in accounts payable and accrued liabilities at December 31, 2005 is $14,301 (2004 – $6,769) owing to these related parties.

See also Note 5(a) with respect to certain officers and directors of the Company being directors of RNC.

These transactions are in the normal course of operations and are measured at the exchange amount which is the consideration established and agreed to by the related parties.

10.	COMMITMENT

As at December 31, 2005, the Company is committed to incur prior to December 31, 2006, on a best efforts basis, approximately $1,024,599 in qualifying Canadian exploration expenditures pursuant to a private placement for which flow-through proceeds have been or will be renounced to the subscribers.

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11.	INCOME TAXES

The following table reconciles the expected income tax recovery at the statutory income tax rate of 36% (2004 – 36%; 2003 – 37%) to the amounts recognized in the statements of operations:

			2005						2004						2003
Loss before taxes				$	1,825,274					$	1,121,460					$	33,097
Expected income tax recovery at statutory rate					657,100						403,700						10,900
Share issue costs					37,800						25,900						—
Exploration properties and deferred exploration expenditures written-off					(216,800	)					—						—
Stock based compensation					(177,600	)					(152,700	)					—
Exploration overhead					(75,000	)					(187,100	)					—
Other					(4,300	)					—						—
Valuation allowance					(176,000	)					(89,800	)					(10,900	)
Income tax recovery				$	45,200					$	—					$	—

The following table reflects the future income tax assets and liabilities at December 31, 2005 and 2004:

			2005						2004
Future income tax assets (liabilities):
Non-capital losses				$	330,800					$	104,000
Exploration properties					437,700						187,100
Share issue costs					125,500						103,800
					894,000						394,900
Less unrecognized amount					(894,000	)					(394,900	)
				$	—					$	—

The Company has unclaimed share issue costs of $348,700 and non-capital losses of $893,900 available to reduce future taxable income in Canada. Of these losses, $33,100 expires in 2010, $246,200 in 2014, and $614,600 expires in 2015. The Company also has Canadian exploration expenditures totaling approximately $1,220,700, Canadian development expenses of $155,500, and foreign exploration and development expenditures of $915,200, which under certain circumstances, may be utilized to reduce taxable income in future years. Management believes that it is not considered more likely than not that it will create sufficient taxable income to realize its future tax assets. As a result, a full valuation allowance has been recognized.

12.	SEGMENTED INFORMATION

The Company has one operating segment which is the exploration and development of exploration properties. Geographic segmentation of the Company’s assets are as follows:

			2005						2004
Canada				$	1,950,746					$	1,726,002
Mexico					750,906						154,764
United States of America					114,697						—
Niger					40,351						15,269
				$	2,856,700					$	1,896,035

Substantially all of the Company's operating expenses are incurred in Canada. Substantially all of the Company’s cash and equivalents are with a Canadian chartered bank.

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13.	FINANCIAL INSTRUMENTS

Fair Value

Canadian generally accepted accounting principles require that the Company disclose information about the fair value of its financial assets and liabilities. Fair value estimates are made at the balance sheet date, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties in significant matters of judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect these estimates.

At December 31, 2005, the Company's financial instruments consisted of cash and equivalents, amounts receivable and prepaid expenses, and accounts payable and accrued liabilities. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The Company estimates that the fair value of these financial instruments approximate the carrying values.

Foreign Exchange Risk

The Company’s financings are in Canadian dollars. Certain of the Company's expenses are incurred in U.S., Mexican, and West African (Niger) currencies and are therefore subject to gains or losses due to fluctuations in exchange rates.

Commodity Price Risk

The future profitability of the Company is directly related to the market prices of gold, silver, copper, uranium and other minerals.

14.    SUBSEQUENT EVENTS

	a)	Acquisition of Uranium Properties

Subsequent to December 31, 2005, the Company acquired prospecting permits for two uranium properties, Irhazer and In Gall, located in the West African country of Niger. The Government of Niger has entered into a mining convention with the Company for the two uranium properties for a term of thirty (30) years. Each property consists of 2,000 square kilometers (500,000 acres) of mineral rights. The Company has the obligation to expend an aggregate of US$4.4 million in exploration expenditures on the two properties over a period of three years. The Government of Niger is entitled to a 10% retained interest and a 10% participating interest on production.

The 120,000 stock options exercisable at $0.36 per share and the 80,000 stock options exercisable at $0.47 per share described in Note 8(a) vested upon the successful application of the above two prospecting permits.

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14.    SUBSEQUENT EVENTS (Continued)

	b)	Letter of Intent

Subsequent to December 31, 2005, the Company signed a letter of intent to acquire a controlling interest in an uranium project located in the Ungava Bay region of northern Quebec, Canada from Azimut Exploration Inc. (‘‘Azimut’’). The ‘‘North Rae Uranium Project’’ consists of three blocks representing 668 claims with a total area of 298.9 square kilometres or 73,835 acres (29,880 hectares). Under the terms of the letter of intent, the Company will pay $210,000 in cash instalments over four years, and will issue 150,000 common shares. The Company will also spend a total of $2.9 million in exploration expenditures over five years to earn an initial 50% interest in the project from Azimut, at which stage Azimut would retain a 2% ‘‘yellow cake’’ royalty. The Company can increase its ownership to 65% by issuing an additional 100,000 shares and paying an additional $100,000 in cash over five years from the date the Company earned its 50% interest. To earn its 65% interest, the Company must also incur a minimum of $1 million in exploration expenditures over five years from the date the Company earned its 50% interest, and produce a bankable feasibility study. The Company will act as operator of the project. The letter of intent is subject to regulatory approval, due diligence and environmental assessment.

	c)	Exercise of Warrants

Subsequent to December 31, 2005, a total of 996,000 warrants were exercised for total proceeds of $473,100.

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15.    DIFFERENCES BETWEEN CANADIAN AND U.S. GENERALLY ACCEPTED
       ACCOUNTING PRINCIPLES

These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in Canada (‘‘Canadian GAAP’’). The following represents the material adjustments to the consolidated financial statements as at December 31, 2005 and 2004 and for the periods ended December 31, 2005, 2004, and 2003 in order to conform to accounting principles generally accepted in the United States (‘‘US GAAP’’).

			December 31,
			2005						2004
			$						$
Assets
Canadian GAAP					2,856,700						1,896,035
Exploration properties and deferred exploration expenditures(a)					(1,075,701	)					(730,800	)
US GAAP					1,780,999						1,165,235
Accounts Payable and Accrued Liabilities
Canadian GAAP					170,817						197,625
Flow through shares(b)					166,667						—
US GAAP					337,484						197,625
Future Income Taxes
Canadian GAAP					—						—
Exploration properties and deferred exploration expenditures expensed(a)					387,000						263,000
Increase in valuation allowance					(387,000	)					(263,000	)
US GAAP					—						—
Capital Stock
Canadian GAAP					4,329,779						2,171,849
Flow through shares(b)					(121,467	)					—
US GAAP					4,208,312						2,171,849
Deficit
Canadian GAAP					(2,934,631	)					(1,154,557	)
Cumulative exploration properties adjustment(a)					(1,075,701	)					(730,800	)
Flow-through shares(b)					(45,200	)					—
US GAAP					(4,055,532	)					(1,885,357	)

			Year ended December 31,												Period ended December 31
			2005						2004						2003
			$						$						$
Statement of Operations
Net loss under Canadian GAAP					(1,780,074	)					(1,121,460	)					(33,097	)
Exploration properties and deferred exploration expenditures(a)					(344,901	)					(730,800	)					—
Flow-through shares(b)					(45,200	)					—						—
Net loss and comprehensive loss under US GAAP					(2,170,175	)					(1,852,260	)					(33,097	)

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15.    DIFFERENCES BETWEEN CANADIAN AND U.S. GENERALLY ACCEPTED
       ACCOUNTING PRINCIPLES (Continued)

			Year ended December 31,												Period ended December 31
			2005						2004						2003
			$						$						$
Basic and diluted loss per share – US GAAP					(0.03	)					(0.03	)					(0.00	)
Statement of Cash Flows
Cash flows from operating activities under Canadian GAAP					(851,997	)					(587,006	)					(23,097	)
Exploration properties and deferred exploration expenditures(a)					(702,384	)					(730,800	)					—
Cash flows from operating activities under US GAAP					(1,554,381	)					(1,317,806	)					(23,097	)
Cash flows from investing activities under Canadian GAAP					(707,330	)					(735,006	)					—
Exploration properties and deferred exploration expenditures(a)					702,384						730,800						—
Cash flows from investing activities under US GAAP					(4,946	)					(4,206	)					—

	(a)	Exploration Properties and Deferred Exploration Expenditures

Canadian GAAP allows exploration costs to be capitalized during the search for a commercially mineable body of ore. Furthermore, pursuant to EIC 126, deferred exploration costs would not automatically be subject to regular assessment of recoverability, unless certain conditions exist. Under US GAAP, expenditures on exploration properties can only be deferred subsequent to the determination that proven or probable mineral reserves exist. For US GAAP purposes, the Company has expensed exploration expenditures in the period incurred.

	(b)	Flow-through Shares

Under Canadian GAAP, flow-through shares are recorded at their face value, net of related issuance costs. When eligible expenditures are made, the carrying value of these expenditures may exceed their tax value due to the renunciation of the tax benefit by the Company. The tax effect of this temporary difference is recorded as a cost of issuing the shares.

The Financial Accounting Standards Board (‘‘FASB’’) staff has taken the view that under SFAS No. 109, Accounting for Income Taxes, the proceeds from issuance should be allocated between the offering of shares and the sale of tax benefits. The allocation is made based on the difference between the quoted price of the existing shares and the amount the investor pays for the shares. A liability is recognized for this difference. The liability is reversed, when tax benefits are renounced and a deferred tax liability is recognized at that time. Income tax expense is the difference between the amount of deferred tax liability and the liability recognized on issuance. Up to December 31, 2004, all issuances of flow-through shares by the Company were based on the market price of the shares as they last traded on the TSX Venture Exchange on the date that each agreement to issue shares was made. Accordingly, the absence of a discount or premium to market value on issuance resulted in no impact on consolidated financial statements for the periods up to December 31, 2004, from the application of U.S. GAAP in respect of flow-through shares. Under US GAAP, the amounts received from the issuance of flow-through shares and not yet expended on the related exploration costs are separately classified as restricted cash. At December 31, 2005 there was $1,024,599 in restricted cash (2004 – $Nil).

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15.    DIFFERENCES BETWEEN CANADIAN AND U.S. GENERALLY ACCEPTED
       ACCOUNTING PRINCIPLES (Continued)

	(c)	Income Taxes

Under Canadian GAAP, future income taxes are calculated based on enacted or substantively enacted tax rates applicable to future years. Under US GAAP, only enacted rates are used in the calculation of future income taxes. This difference in GAAP did not result in a difference in the financial position, results of operations or cash flows of the Company for the periods ended December 31, 2005, 2004, and 2003.

	(d)	Stock-Based Employee Compensation

On September 26, 2003 (date of incorporation), the Company prospectively adopted the fair value based method for its employee options (see Notes 2 and 15(f)). Consequently, there were no differences between Canadian and US GAAP with respect to options granted since inception.

	(e)	Comprehensive Income

Effective for fiscal years beginning after December 15, 1997, Statement of Financial Accounting Standards No. 130 Reporting Comprehensive Income (‘‘FAS 130’’), is applicable for U.S. GAAP purposes. FAS 130 establishes standards for the reporting and display of comprehensive income and its components in a full set of general purpose financial statements. FAS 130 requires that all items that are required to be recognized under accounting standards as components of comprehensive income be reported in a financial statement. No material difference arises from the application of FAS 130.

	(f)	Recent Accounting Pronouncements

Stock-based Employee Compensation

In December 2004, the FASB revised Statement 123 (‘‘SFAS 123(R)’’) Accounting for Stock-Based Compensation, to require that all share-based payments to employees, including grants of employee stock options, be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. SFAS 123(R) must be adopted as of the beginning of the first interim or annual reporting period that begins after December 15, 2005. The Company adopted the fair value based method of accounting for share-based payments effective September 26, 2003 (date of inception) using the ‘‘prospective method’’ described in FASB Statement No. 148 Accounting for Stock-Based Compensation – Transition and Disclosure. Currently, the Company uses the Black-Scholes model to estimate the value of stock options granted to employees and expects to continue to use this acceptable option valuation model upon the required adoption of SFAS 123(R).

The Company does not anticipate that adoption of SFAS 123(R) will have a material impact on its results of operations or its financial position.

Accounting for Non-Monetary Transactions

In December 2004, the FASB issued Statement of Financial Accounting Standards No. 153 (‘‘SFAS 153’’) Exchanges of Non-monetary Assets – an amendment of APB Opinion No. 29. SFAS 153 requires non-monetary exchanges to be accounted for at fair value, recognizing any gains or losses, if the transactions meet a commercial substance criterion and fair value is determinable. The amendment will be effective for non-monetary transactions occurring in fiscal periods beginning after June 15, 2005. Similarly, the CICA issued Handbook Section 3831 Non-Monetary Transactions, which applies to all non-monetary transactions initiated in periods beginning on or after January 1, 2006. Under this new standard, a commercial substance test replaces the culmination of earnings test as the criteria for fair value measurement. In addition, fair value measurement is clarified.

The Company is currently evaluating the impact of adopting these recommendations, on its consolidated financial statements.

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15.    DIFFERENCES BETWEEN CANADIAN AND U.S. GENERALLY ACCEPTED
       ACCOUNTING PRINCIPLES (Continued)

Comprehensive Income

In April 2005, the CICA issued Handbook Section 1530 Comprehensive Income, which exposes reporting and disclosure recommendations with respect to comprehensive income and its components. Comprehensive income is the change in shareholders’ equity, which results from transactions and events from sources other than the Company’s shareholders. These transactions and events include unrealized gains and losses resulting from changes in the fair value of certain financial instruments. This section applies to fiscal years commencing on or after October 1, 2006.

Financial Instruments

In April 2005, the CICA issued Handbook Section 3855 Financial Instruments – Recognition and Measurement. It exposes the standards for recognizing and measuring financial instrument on the balance sheet and the standards for reporting gains and losses in the financial statements. Financial assets available for sale, assets and liabilities held for trading, and derivative instruments, whether part of hedging relationship or not, have to be measured at fair value. This section applies to fiscal years commencing on or after October 1, 2006.

The Company is currently evaluating the impact of adopting these recommendations, on its consolidated financial statements.

Hedge Accounting

In April 2005, the CICA issued Handbook Section 3865 Hedges, which describes when and how hedge accounting can be applied as well as the disclosure requirements. Hedge accounting enables the recording of gains, losses, revenues and expenses from the derivative financial instruments in the same period as for those related to the hedged item. This section applies to fiscal years commencing on or after October 1, 2006.

The Company does not currently have any hedging relationships.

Accounting Changes and Error Corrections

In May 2005, the FASB issued SFAS 154 Accounting Changes and Error Corrections, effective for accounting changes and error corrections made in fiscal years beginning after December 15, 2005, has been introduced and requires, unless impracticable, retroactive application as the required method for reporting changes in accounting principles in the absence of transitional provisions specific to the newly adopted accounting principle. The Company will apply this standard for US GAAP purposes commencing in fiscal 2006.

Accounting Standards in Canada

For the next five years, CICA will adopt its new strategic plan for the direction of accounting standards in Canada, which was ratified in January 2006. As part of that plan, accounting standards in Canada for public companies will converge with International Financial Reporting Standards (‘‘IFRS’’) over the next five years. The Company continues to monitor and assess the impact of convergence of Canadian GAAP and IFRS.

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NOTICE TO SHAREHOLDERS
FOR THE THREE MONTHS ENDED
MARCH 31, 2006

NORTHWESTERN MINERAL VENTURES INC.
(AN EXPLORATION STAGE COMPANY)

Responsibility for Consolidated Financial Statements

The accompanying consolidated financial statements for Northwestern Mineral Ventures Inc. have been prepared by management in accordance with Canadian generally accepted accounting principles consistently applied. The most significant of these accounting principles have been set out in the December 31, 2005 audited consolidated financial statements. Only changes in accounting information have been disclosed in these consolidated financial statements. These statements are presented on the accrual basis of accounting. Accordingly, a precise determination of many assets and liabilities is dependent upon future events. Therefore, estimates and approximations have been made using careful judgment. Recognizing that the Company is responsible for both the integrity and objectivity of the consolidated financial statements, management is satisfied that these consolidated financial statements have been fairly presented.

Auditors' involvement

The auditors of Northwestern Mineral Ventures Inc. have not performed a review of the unaudited consolidated financial statements for the three months ended March 31, 2006 and March 31, 2005.

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NORTHWESTERN MINERAL VENTURES INC.
(AN EXPLORATION STAGE COMPANY)
Consolidated Balance Sheets
(Unaudited)

			March 31, 2006						December 31, 2005
Assets
Current
Cash and equivalents (Note 9)				$	1,307,483					$	1,681,524
Amounts receivable and prepaid expenses					58,869						92,769
					1,366,352						1,774,293
Equipment, net of accumulated amortization					6,203						6,706
Interest in exploration properties and deferred exploration expenditures (Note 2)					1,869,648						1,075,701
				$	3,242,203					$	2,856,700
Liabilities and Shareholders' Equity
Current
Accounts payable and accrued liabilities				$	176,286					$	170,817
Shareholders' equity
Share capital
Common shares (Note 3)					4,718,396						4,329,779
Warrants (Note 4)					263,789						417,084
Contributed surplus (Note 5(b))					1,298,482						873,651
Accumulated deficit					(3,214,750	)					(2,934,631	)
					3,065,917						2,685,883
				$	3,242,203					$	2,856,700

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NORTHWESTERN MINERAL VENTURES INC.
(AN EXPLORATION STAGE COMPANY)
Consolidated Statements of Operations and Deficit

			Cumulative from inception to March 31, 2006						Three Months Ended March 31, (Unaudited)
			(Unaudited)						2006						2005
Expenses
Stock based compensation expense (Note 5(a)(b))				$	1,318,563					$	400,912					$	—
Investor relations and business development					838,746						122,470						100,401
Management and administrative services					317,683						53,500						22,500
Office and administration					231,802						45,548						39,617
Filing and listing fees					174,533						26,042						13,699
Professional fees					142,337						—						4,169
Amortization					2,949						503						293
Loss for the period and from inception before the following:					(3,026,613	)					(648,975	)					(180,679	)
Exploration properties and deferred exploration expenditures written-off					(602,193	)					—						—
Net loss for the period and from inception before taxes:					(3,628,806	)					(648,975	)					(180,679	)
Future income tax recovery (Note 3(b)(1))					414,056						368,856						45,200
Net loss for the period and from inception					(3,214,750	)					(280,119	)					(135,479	)
ACCUMULATED DEFICIT, beginning of period					—						(2,934,631	)					(1,154,557	)
ACCUMULATED DEFICIT, end of period				$	(3,214,750	)				$	(3,214,750	)				$	(1,290,036	)
Loss per share – basic and diluted (Note 6)										$	0.00					$	0.00
Weighted average number of common shares											80,787,273						38,043,833

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NORTHWESTERN MINERAL VENTURES INC.
(AN EXPLORATION STAGE COMPANY)
Consolidated Statements of Cash Flows

			Cumulative from inception to March 31, 2006						Three Months Ended March 31, (Unaudited)
			(Unaudited)						2006						2005
Cash provided by (used in)
OPERATING ACTIVITIES
Net loss for the period and from inception				$	(3,214,750	)				$	(280,119	)				$	(135,479	)
Future income tax recovery (Note 3(b)(1))					(414,056	)					(368,856	)					(45,200	)
Stock based compensation expense (Note 5(a)(b))					1,318,563						400,912						—
Amortization					2,949						503						293
Exploration properties and deferred exploration expenditures written-off					602,193						—						—
Changes in non-cash working capital items
Amounts receivable and prepaid expenses					(58,869	)					33,900						8,013
Accounts payable and accrued liabilities					44,079						(44,131	)					(175,852	)
					(1,719,891	)					(257,791	)					(348,225	)
FINANCING ACTIVITIES
Issue of common shares, net of costs					3,649,029						(9,985	)					546,750
Issue of warrants					453,162						—						—
Issue of special warrants, net of issue costs					195,409						—						—
Exercise of warrants					764,238						543,363						—
Exercise of options					100,700						43,200						—
					5,162,538						576,578						546,750
INVESTING ACTIVITIES
Interest in exploration properties and deferred exploration expenditures					(2,126,012	)					(692,828	)					(236,682	)
Purchase of equipment					(9,152	)					—						(665	)
					(2,135,164	)					(692,828	)					(237,347	)
Change in cash and equivalents					1,307,483						(374,041	)					(38,822	)
Cash and equivalents, beginning of period					—						1,681,524						1,083,675
Cash and equivalents, end of period				$	1,307,483					$	1,307,483					$	1,044,853

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(Going Concern – Note 1(b))

NORTHWESTERN MINERAL VENTURES INC.
(AN EXPLORATION STAGE COMPANY)
Consolidated Statements of Shareholders' Equity >From Commencement of Operations, September 26, 2003 to March 31, 2006
(Unaudited)

			Common shares												Special Warrants						Warrants						Contributed Surplus						Accumulated Deficit						Total
			#						$						$						$						$						$						$
Issue of shares for cash					4,000,000						101						—						—						—						—						101
Issue of special warrants for cash					—						—						195,409						—						—						—						195,409
Loss for the year					—						—						—						—						—						(33,097	)					(33,097	)
Balance, December 31, 2003					4,000,000						101						195,409						—						—						(33,097	)					162,413
Public offering, net of issue costs					60,000,000						1,321,537						—						—						—						—						1,321,537
Conversion of special warrants					8,000,000						195,409						(195,409	)					—						—						—						—
Flow through private placement, net of issue costs					412,000						114,891						—						—						—						—						114,891
Stock based compensation					—						—						—						—						424,183						—						424,183
Private placement, net of issue costs					2,909,000						539,911						—						256,935						—						—						796,846
Loss for the year					—						—						—						—						—						(1,121,460	)					(1,121,460	)
Balance, December 31, 2004					75,321,000						2,171,849						—						256,935						424,183						(1,154,557	)					1,698,410
Private placement, net of issue costs					3,950,090						1,636,155						—						222,749						—						—						1,858,904
Exercise of stock options					200,000						101,500						—						—						(44,000	)					—						57,500
Flow through tax effect on date of renunciation					—						(45,200	)					—						—						—						—						(45,200	)
Stock based compensation					—						—						—						—						493,468						—						493,468
Exercise of warrants					455,000						283,475						—						(62,600	)					—						—						220,875
Shares issued for interest in exploration properties and deferred exploration expenditures					300,000						182,000						—						—						—						—						182,000
Loss for the year					—						—						—						—						—						(1,780,074	)					(1,780,074	)
Balance, December 31, 2005					80,226,090						4,329,779						—						417,084						873,651						(2,934,631	)					2,685,883
Cost of issue relating to prior year's private placement financing					—						(9,985	)					—						—						—						—						(9,985	)
Exercise of stock options					120,000						70,800						—						—						(27,600	)					—						43,200
Flow through tax effect on date of renunciation					—						(368,856	)					—						—						—						—						(368,856	)
Stock based compensation					—						—						—						—						452,431						—						452,431
Exercise of warrants					1,170,500						696,658						—						(153,295	)					—						—						543,363
Loss for the period					—						—						—						—						—						(280,119	)					(280,119	)
Balance, March 31, 2006					81,516,590						4,718,396						—						263,789						1,298,482						(3,214,750	)					3,065,917

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NORTHWESTERN MINERAL VENTURES INC.
(AN EXPLORATION STAGE COMPANY)
Notes to Consolidated Financial Statements
Three Months Ended March 31, 2006
(Unaudited)

1.    COMPANY INFORMATION

(a)    Nature of operations

Northwestern Mineral Ventures Inc. (the ‘‘Company’’ or ‘‘Northwestern’’) is an emerging international exploration Company with an experienced management team. It was incorporated under the laws of the Province of Ontario, Canada by Articles of Incorporation dated September 26, 2003. The Company, which is in the exploration stage, is engaged in the acquisition, exploration and development of properties for the mining of precious and base metals. In particular, the Company is focused on properties with potential uranium and iron-oxide copper-gold targets and currently has interests in Canada, Mexico, Niger and the United States. The Company is in the process of exploring its exploration properties for mineral resources and has not determined whether the properties contain economically recoverable reserves. The recovery of the amounts shown for the resource properties and the related deferred expenditures is dependent upon the existence of economically recoverable reserves, confirmation of the Company's interest in the underlying mineral claims, the ability of the Company to obtain necessary financing to complete the exploration, and upon future profitable production. Northwestern is listed on the NASD Bulletin Board under the symbol ‘‘NWTMF’’, the TSX Venture Exchange under the symbol ‘‘NWT’’ and on the Frankfurt Stock Exchange as ‘‘NMV’’.

The business of mining and exploring for minerals involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations. The recoverability of the carrying value of exploration properties and the Company’s continued existence is dependent upon the preservation of its interest in the underlying properties, the discovery of economically recoverable reserves, the achievement of profitable operations, or the ability of the Company to raise alternative financing, if necessary, or alternatively upon the Company’s ability to dispose of its interests on an advantageous basis. Changes in future conditions could require material write downs of the carrying values. Some of the Company’s mining assets are located outside of Canada and are subject to the risk of foreign investment, including increases in taxes and royalties, renegotiation of contracts, currency exchange fluctuations and political uncertainty.

Although the Company has taken steps to verify title to the properties on which it is conducting exploration and in which it has an interest, in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the Company’s title. Property title may be subject to unregistered prior agreements and non-compliance with regulatory requirements.

(b)    Accounting policies

The unaudited consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and notes to the consolidated financial statements required by Canadian generally accepted accounting principles for annual consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ended March 31, 2006 may not necessarily be indicative of the results that may be expected for the year ending December 31, 2006.

The balance sheet at December 31, 2005 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by Canadian generally accepted accounting principles for annual consolidated financial statements. The interim consolidated financial statements have been prepared by management in accordance with the accounting policies described in the Company's audited annual consolidated financial statements for the year ended December 31, 2005. For further information, refer to the audited consolidated financial statements and notes thereto included in the Company's annual consolidated financial statements for the year ended December 31, 2005.

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1.    COMPANY INFORMATION (Continued)

(c)    New accounting pronouncement

In January 2005, the Canadian Institute of Chartered Accountants issued four new accounting standards: Handbook Section 1530, Comprehensive Income, Handbook Section 3251, Equity, Handbook Section 3855, Financial Instruments — Recognition and Measurement and Handbook Section 3865, Hedges. These standards are effective for interim and annual consolidated financial statements for the Company's fiscal years beginning January 1, 2007. As of March 31, 2006, the impact of implementing these new standards is not yet determinable.

2.    INTEREST IN EXPLORATION PROPERTIES AND DEFERRED EXPLORATION
        EXPENDITURES

Refer to Supplement I of the March 31, 2006 unaudited consolidated financial statements for details of additions to the Company's interest in exploration properties and deferred exploration expenditures.

As of March 31, 2006, accumulated costs with respect to the Company's interest in exploration properties owned, leased, under consideration to be acquired or under option, consisted of the following:

			Balance January 1, 2006						Additions						Balance March 31, 2006						Balance December 31, 2005
Pichachos Project, Mexico (1)				$	750,906					$	35,263					$	786,169					$	750,906
Waterbury Project, Canada (1)					169,747						397,239						566,986						169,747
Firefly Project, USA (1)(4)					114,697						17,799						132,496						114,697
Irhazer and in Gall Project, Niger (2)					40,351						292,023						332,374						40,351
North Rae Uranium Project, Canada (3)					—						51,623						51,623						—
				$	1,075,701					$	793,947					$	1,869,648					$	1,075,701

(1)	The descriptions of these properties can be found in Note 5 of the December 31, 2005 audited consolidated financial statements.

(2)

The Company acquired prospecting permits for two uranium properties, Irhazer and In Gall, located in the West African country of Niger. The Government of Niger has entered into a mining convention with the Company for the two uranium properties for a term of thirty (30) years. Each property consists of 2,000 square kilometers (500,000 acres) of mineral rights. The Company has the obligation to expend an aggregate of US$4.4 million in exploration expenditures on the two properties over a period of three years. The Government of Niger is entitled to a 10% retained interest and a 10% participating interest on production.

(3)

The Company signed a letter of intent to acquire a controlling interest in an uranium project located in the Ungava Bay region of northern Quebec, Canada from Azimut Exploration Inc. (‘‘Azimut’’). The ‘‘North Rae Uranium Project’’ consists of three blocks representing 668 claims with a total area of 298.9 square kilometres or 73,835 acres (29,880 hectares). Under the terms of the letter of intent, the Company will pay $210,000 in cash installments over four years, and will issue 150,000 common shares. The Company will also spend a total of $2.9 million in exploration expenditures over five years to earn an initial 50% interest in the project from Azimut, at which stage Azimut would retain a 2% ‘‘yellow cake’’ royalty. The Company can increase its ownership to 65% by issuing an additional 100,000 shares and paying an additional $100,000 in cash over five years from the date the Company earned its 50% interest. To earn its 65% interest, the Company must also incur a minimum of $1 million in exploration expenditures over five years from the date the Company earned its 50% interest, and produce a bankable feasibility study. The Company will act as operator of the project. The letter of intent is subject to regulatory approval, due diligence and environmental assessment.

(4)	Northwestern is awaiting the completion of the U.S. Bureau of Land Management’s (‘‘BLM’’) Environmental Impact Study with respect to nine inactive uranium mines within the La Sal Creek

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2.    INTEREST IN EXPLORATION PROPERTIES AND DEFERRED EXPLORATION
        EXPENDITURES (Continued)

mineralized district of Utah, which includes the past-producing Gray Daun and Firefly mines (the ‘‘Firefly Project’’). The BLM has not given any specific date for the completion of its study. In connection with this matter, Northwestern retained the independent firm of Gochnour & Associates Inc. (‘‘G&A’’) to provide it with a summary report based upon initial information that the BLM has made available. The G&A summary report indicates that water and sediment containing radioactive materials and other contaminants are emerging from the portal and base of a waste rock dump and entering La Sal Creek, and as such these emissions may present a potential hazard to downstream water users. It is not known whether the BLM study will require the owner to undertake any remediation with respect to the Firefly and Gray Daun mines. Once the BLM study is released, Northwestern will evaluate its contents and determine whether or not it will proceed with its option interest in the Firefly Project and complete the state and federal permitting process required to bring the mines back into production.

3.	SHARE CAPITAL

a)    Authorized

Unlimited number of common shares

b)    Issued and outstanding

			Shares						Amount
Balance, December 31, 2005					80,226,090					$	4,329,779
Exercise of stock options					120,000						43,200
Exercise of stock options – valuation					—						27,600
Exercise of warrants					1,170,500						543,363
Exercise of warrants – valuation					—						153,295
Cost of issue relating to prior year's private placement financing					—						(9,985	)
Flow-through tax liability (1)					—						(368,856	)
Balance, March 31, 2006					81,516,590					$	4,718,396

(1)	During the period, the Company renounced $1,024,599 to investors relating to funds raised in 2005 from a flow-through private placement financing. The renunciation created a future tax recovery of $368,856 which has been allocated as a cost of issuing the flow-through shares.

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4.	COMMON SHARE PURCHASE WARRANTS AND BROKER WARRANTS

The following table represents a continuity of warrants from January 1, 2006 to March 31, 2006:

Expiry date			Exercise Price						Janury 1, 2006 Balance						Issued						Exercised						March 31, 2006 Balance						Closing Black-Scholes Value ($)
Warrants
April 15, 2006				$	0.475						500,000						—						(500,000	)					—						—
April 15, 2006				$	0.35						63,000						—						(63,000	)					—						—
June 3, 2006				$	0.475						949,500						—						(607,500	)					342,000						41,040
July 27, 2006				$	0.465						1,333,334						—						—						1,333,334						158,340
December 21, 2006				$	0.70						454,545						—						—						454,545						48,282
											3,300,379						—						(1,170,500	)					2,129,879						247,662
Broker Warrants
December 21, 2006				$	0.55						63,636						—						—						63,636						16,127
											3,364,015						—						(1,170,500	)					2,193,515						263,789

5.    STOCK OPTIONS AND CONTRIBUTED SURPLUS

(a)    Stock options

The following table reflects the continuity of stock options for the period:

			Number of Options						Weighted Average Exercise Price $
Balance, December 31, 2005					3,900,000						0.526
Exercised(1)					(120,000	)					0.360
Granted(2)					100,000						1.100
Balance, March 31, 2006					3,880,000						0.550

As at March 31, 2006, the Company had the following stock options outstanding:

Number of Options			Exercisable Options						Exercise Price ($)						Expiry Date
1,200,000					1,200,000						0.2875				March 26, 2009
600,000					600,000						0.3375				April 23, 2007
80,000					80,000						0.47				August 2, 2008
1,900,000					475,000						0.75				October 14, 2010
100,000					100,000						1.10				March 27, 2011
3,880,000					2,455,000

(1)

During the period, 120,000 stock options exercisable at $0.36 per share and 80,000 stock options exercisable at $0.47 per share as described in Note 8(a) of the December 31, 2005 audited consolidated financial statements had vested as a result of the successful application of two prospecting permits in Niger. The fair value of these stock options ($51,519) has been charged to the Irhazer and In Gall Project. The 120,000 stock options exercisable at $0.36 were exercised during the period.

(2)	On March 27, 2006, 100,000 stock options exercisable at $1.10 per share were granted to an officer of the Company. The following assumptions were used under the Black-Scholes option-pricing model: dividend yield of 0%; expected volatility of 75%; risk-free interest rate of 3.9% and an expected life of 5 years. These options were valued at $70,000 and charged to stock based compensation expense.

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5.    STOCK OPTIONS AND CONTRIBUTED SURPLUS (Continued)

(3)	Stock based compensation expense includes $330,912 relating to previously issued stock options from prior years that vested as of March 31, 2006. The remaining balance of $271,287 will be fully expensed by the end of the 2006 fiscal year of the Company.

(b)    Contributed surplus

The following table reflects the continuity of contributed surplus relating to stock options:

			Amount
Balance, December 31, 2005				$	873,651
Stock based compensation expense					400,912
Stock based compensation expense charged to the Irhazer and In Gall Project					51,519
Stock options exercised					(27,600	)
Balance, March 31, 2006				$	1,298,482

6.	LOSS PER SHARE (LPS)

Basic loss per share is computed by dividing the loss for the period by the weighted average number of common shares outstanding during the period, including contingently issuable shares which are included when the conditions necessary for issuance have been met. Diluted loss per share is calculated in a similar manner, except that the weighted average number of common shares outstanding is increased to include potentially issuable common shares from the assumed exercise of stock options and warrants, if dilutive. The number of additional shares included in the calculation is based on the treasury stock method for stock options and warrants. The effect of potential issuances of shares under stock options and warrants would be anti-dilutive, and accordingly basic and diluted LPS are the same.

7.	RELATED PARTY TRANSACTIONS

The Company was charged $53,500 during the period (2005 – $26,400) for consulting and other services rendered by directors and/or officers of the Company. The entire amount has been expensed in the statement of operations and deficit. Included in accounts payable and accrued liabilities at March 31, 2006 is $8,145 (2005 – $nil) owing to these related parties.

These transactions are in the normal course of operations and are measured at the exchange amount which is the consideration established and agreed to by the related parties.

8.	INCOME TAXES

The estimated taxable income for the period is $nil. Based upon the level of historical taxable income, it cannot be reasonably determined if the Company will realize the benefits from future income tax assets or the amounts owing from future income tax liabilities. Consequently, the future recovery or loss arising from differences in tax values and accounting values have been reduced by an equivalent estimated taxable temporary difference valuation allowance. This estimated taxable temporary difference valuation allowance will be adjusted in the period that it can be determined that it is more likely than not that some or all of the future tax assets or future tax liabilities will be realized.

9.	COMMITMENT

The Company is committed to incur prior to December 31, 2006, on a best efforts basis, approximately $1,024,599 in qualifying Canadian exploration expenditures pursuant to a private placement for which flow-through proceeds have been renounced to subscribers.

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10.	SEGMENTED INFORMATION

The Company has one operating segment which is the exploration and development of exploration properties. Geographic segmentation of the Company’s assets are as follows:

			March 31, 2006						December 31, 2005
Canada				$	1,991,164					$	1,950,746
Mexico					786,169						750,906
United States of America					132,496						114,697
Niger					332,374						40,351
				$	3,242,203					$	2,856,700

Substantially all of the Company's operating expenses are incurred in Canada. Substantially all of the Company’s cash and equivalents are with a Canadian chartered bank.

11.	SUBSEQUENT EVENT

Subsequent to March 31, 2006, the Company received $34,200 from the exercise of 72,000 warrants.

On April 28, 2006 the Company issued 100,000 common share to Azimut as partial payment for the North Rae Project.

On May 5, 2006 the Company completed a private placement financing of 21,144,027 units of for gross proceeds of $17,972,423. Each unit (priced at $0.85 per unit) consists of one common share and one half of one common share purchase warrant. Each whole warrant entitles the holder to purchase one additional common share of the Company at a price of $1.15 until either (i) the second anniversary of the closing date; or (ii) if the common shares of Northwestern commence trading on either Tier 1 of the TSX Venture Exchange or the Toronto Stock Exchange prior to the second anniversary of the closing date, the fifth anniversary of the closing date. In addition, Northwestern has also granted the agents to the financing an option to purchase, at the issue price of $0.85 up to 5,882,353 additional units that expire on the date that is the earlier of 30 days following the closing date of the private placement and June 5, 2006.

On May 11, 2006, Marek Kreczmer was appointed President and CEO and Kabir Ahmed continues on as Chairman of the Board.

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NORTHWESTERN MINERAL VENTURES INC.
(AN EXPLORATION STAGE COMPANY)
Supplement I to Consolidated Financial Statements
Three Months Ended March 31, 2006
(Unaudited)

INTEREST IN EXPLORATION PROPERTIES AND DEFERRED EXPLORATION EXPENDITURES

ACTIVITY DURING THE PERIOD

			Three Months Ended March 31, (Unaudited)
			2006						2005
Bear Project
Opening balance				$	—					$	560,767
Core analysis					—						29,192
Assaying and sampling					—						5,699
Interest income					—						(1,493	)
Activity during the period					—						33,398
Closing balance				$	—					$	594,165
Pichachos Project
Opening balance				$	750,906					$	154,764
Geological, reports and maps					—						69,178
Exploration advance					37,206						—
Staking					—						15,926
General					1,022						11,160
Analysis and assaying					—						91,008
Interest income					(2,965	)					(1,493	)
Activity during the period					35,263						185,779
Closing balance				$	786,169					$	340,543
Waterbury Project
Opening balance				$	169,747					$	—
Drilling					125,000						—
Geophysics					231,849						—
Project management fees					43,355						—
Interest income					(2,965	)					—
Activity during the period					397,239						—
Closing balance				$	566,986					$	—

F-37

Table of Contents

ACTIVITY DURING THE PERIOD (Continued)

			Three Months Ended March 31, (Unaudited)
			2006						2005
Firefly Project
Opening balance				$	114,697					$	—
Geological, reports and maps					3,506						—
Consulting					10,295						—
General					2,916						—
Travel and accommodations					4,047						—
Interest income					(2,965	)					—
Activity during the period					17,799						—
Closing balance				$	132,496					$	—
Irhazer and In Gall Project
Opening balance				$	40,351					$	15,269
Consulting					21,500						—
Transportation					—						17,505
Concession applications					164,218						—
Finder's fee					49,600						—
Stock based compensation					51,519						—
Travel and accommodation					8,899						—
Sale of equipment					(750	)					—
Interest income					(2,963	)					—
Activity during the period					292,023						17,505
Closing balance				$	332,374					$	32,774
North Rae Uranium Project
Advances to Azimut				$	51,623					$	—
Exploration expenditures to				$	1,869,648					$	967,482

F-38

Table of Contents

CUMULATIVE FROM INCEPTION

			Waterbury Project						Pichachos Project						Firefly Project						Irhazer and In Gall
Option payments				$	93,050					$	114,000					$	58,485					$	—
Staking/claim payments/concession applications					—						15,926						17,854						168,718
Exploration advance					—						334,945						7,500						—
Travel and accommodations					—						—						4,047						8,899
Camp costs					—						5,940						—						—
Geophysics					231,849						—						—						—
Finder's fee					—						—						—						49,600
Transportation					—						5,364						1,154						19,111
Drilling					125,000						3,405						—						—
General					—						29,543						3,001						6,495
Surveys					—						64,480						—						—
Project management fees					43,355						8,965						—						—
Labour					—						8,830						—						—
Consulting fees					—						—						13,275						31,745
Geological, reports and maps					76,697						71,071						21,972						—
Professional fees					—						8,535						8,173						—
Analysis and assays					—						127,346						—						—
Stock based compensation					—						—						—						51,519
Sale of equipment					—						—						—						(750	)
Interest income					(2,965	)					(12,181	)					(2,965	)					(2,963	)
				$	566,986					$	786,169					$	132,496					$	332,374
			North Rae Uranium Project
Advances to Azimut				$	51,623

F-39

EX-3.E

                               AMENDING AGREEMENT

            THIS AGREEMENT made as of the 14th day of October, 2005.

BETWEEN:

            RNC GOLD INC.
            a corporation incorporated under the laws of Canada.

            (hereinafter referred to as the "OPTIONOR")

            - and -

            NORTHWESTERN MINERAL VENTURES INC.
            a corporation incorporated under the laws of the
            Province of Ontario.

            (hereinafter referred to as the "OPTIONEE")

      WHEREAS Minera Tango S.A. de C.V. ("MINERA TANGO") owns and holds directly
100% of the right, title and interest in and to the Property (as defined
herein);

      AND WHEREAS the Optionor owns a 75% legal and beneficial interest in
Minera Tango, and Minera Camargo S.A. de C.V. owns a 25% legal and beneficial
interest in Minera Tango;

      AND WHEREAS pursuant to the Mineral Property Agreement (as defined
herein), the Optionor has the option to acquire the remaining 25% legal and
beneficial interest in Minera Tango currently held by Minera Camargo S.A. de C.V
(the "CAMARGO OPTION");

      AND WHEREAS the parties hereto entered into an option agreement concerning
the Property made as of the 14th day of July, 2004 (the "OPTION AGREEMENT"), and
a letter agreement dated the 19th day of May, 2005 to amend the terms of the
Option Agreement (the "LETTER AGREEMENT") in order to provide for the grant to
the Optionee of an additional option (the "REMAINING OPTION" ) to acquire the
Remaining interest (as defined herein) in the Property;

      AND WHEREAS the Parties now wish to amend the Option Agreement as
contemplated in the Letter Agreement in order to grant to the Optionee the
Remaining Option and in certain other respects, all for the consideration and
upon the terms and conditions set forth herein;

      NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the sum
of Five Dollars ($5.00) now paid by each of the Parties hereto to the other (the
receipt and




                                        2

sufficiency of which is hereby acknowledged), and for other good and valuable
consideration, the Parties hereto agree as follows;

1.    When used herein, the following terms shall have the meanings set forth
below:

"BUSINESS DAY" shall have the meaning ascribed thereto in the Option Agreement:

"CAMARGO OPTION" shall have the meaning ascribed thereto in the recitals hereto;

"CLAIM" shall have the meaning ascribed thereto in the Option Agreement:

"COMMERCIAL PRODUCTION" means the output of product from operations which have
operated continuously on the Property for a period of at least three (3)
consecutive calendar months, which output is equal to or exceeds sixty-five
percent (65%) of the rated plant capacity as set out in the Feasibility Report
applicable to the Property;

"COMMERCIAL PRODUCTION DATE" means the date upon which Commercial Production
commences with regard to the Property;

"EFFECTIVE DAY" shall have the meaning ascribed thereto in the Option Agreement:

"ENCUMBRANCE" shall have the meaning ascribed thereto in the Option Agreement:

"EXPENDITURES" shall have the meaning ascribed thereto in the Option Agreement:

"FEASIBILITY REPORT" means a study prepared at the direction of the Operator by
a recognized firm of mining engineering consultants which contains a detailed
examination of the feasibility of brining a deposit of minerals on the Property
into Commercial Production by the establishment of a mine entailing an operation
involving production of a minimum of 25,000 ounces of gold equivalent per year,
which study reviews all outstanding issues, contains the statement of the ore
reserves, reviews the nature and scale of any proposed operation, contains an
estimate of the construction costs and production costs and is in the form of a
bankable document (meaning a document appropriate for presentation to a bank or
other financial institution from which a party might wish to secure financing);

"FIRST OPTION" means the option granted to the Optionee by the Optionor pursuant
to the Option Agreement to acquire an initial 50% legal and beneficial interest
in Minera Tango upon the Optionee incurring aggregate Expenditures equal to
Cdn$1,500,000, and generating a Feasibility Report with regard to the Property
all in accordance with the terms of the Option Agreement and the terms hereof;

"LETTER AGREEMENT" shall have the meaning ascribed thereto in the recitals
hereto;




                                        3

"MINERA TANGO" shall have the meaning ascribed thereto in the recitals hereto;

"MINERAL PROPERTY AGREEMENT" shall have the meaning ascribed thereto in the
Option Agreement;

"NWT SHARES" shall have the meaning ascribed thereto in Section 7 hereof;

"OPTION AGREEMENT" shall have the meaning ascribed thereto in the recitals
hereto;

"PARTIES" shall mean the Optionor and the Optionee, collectively, and "PARTY"
shall mean either one of them;

"OPTION PAYMENT" shall have the meaning ascribed thereto in Section 4 hereof;

"PROPERTY" means, collectively, (i) the mining concessions relating to a gold
and silver property situated in Municipio of San Dimas in Durango State, Mexico,
and (ii) a gold and silver property situated in Culiacan, Sinaloa, Mexico, all
as further described in the Option Agreement;

"REMAINING INTEREST" means the remaining interest held by the Optionor in Minera
Tango following the exercise by the Optionee of the first Option in accordance
with the terms of the Option Agreement and the terms hereof which, for greater
certainty, shall be either (i) a 25% legal and beneficial interest in Minera
Tango in the event that the Optionor fails to exercise the Camargo Options or
(ii) a 50% legal and beneficial interest in Minera Tango in the event that the
Optionor exercises the Camargo Option;

"REMAINING OPTION" shall have the meaning ascribed thereto in the recitals
hereto, and shall mean the additional grant by the Optionor to the Optionee of
an additional option to acquire the Remaining Interest; and

"TANGO SHARES" shall have the meaning ascribed thereto in the Option Agreement;

All other capitalized terms used and not otherwise defined herein shall have the
meanings ascribed thereto in the Option Agreement.

2.    The Optionor hereby represents warrants and covenants as follows:

      (a)   the Optionor currently owns a 75% legal and beneficial interest in
            Minera Tango, and Minera Camargo S.A. de C.V. owns a 25% legal and
            beneficial interest in Minera Tango;

      (b)   pursuant to the Mineral Property Agreement, the Optionor has
            acquired the Camargo Option pursuant to which it may acquire the
            remaining 25% legal and beneficial interest in Minera Tango
            currently held by Mineral Camargo S.A. de C.V.;




                                        4

      (c)   in the event that the Optionee exercises the First Option in
            accordance with the terms of the Option Agreement and the terms
            hereof, the Optionor shall do all things and take all actions
            necessary or desirable to exercise the Camargo Option, such that the
            Optionor and Optionee shall thereafter (and prior to any exercise of
            the Remaining Option) each hold a direct 50% and beneficial interest
            in Minera Tango and, indirectly, 50% of the right, title and
            interest in the Property;

      (d)   each of the Property and Minera Tango is free and clear of all
            Encumbrances, Claims and defects in title;

      (e)   during the term of the Option Agreement, the Optionor shall take all
            actions and do all things necessary or desirable to ensure that
            Minera Tango (i) does not incur any liabilities other than with the
            express written consent of the Optionee; (ii) remains free and clear
            of all Encumbrances and Claims whatsoever; and (iii) does not take
            any action without the express written consent of the Optionee: and

      (f)   during the term of the Option Agreement, the Optionor shall take all
            actions and do all things necessary or desirable to ensure that (i)
            no liabilities are incurred on the Property other than with the
            express written consent of the Optionee; and (ii) the Property
            remains free and clear of all Encumbrances and Claims whatsoever.

3.    [INTENTIONALLY DELETED]

4.    The Optionor hereby grants to the Optionee the Remaining Option which may
be exercised by the Optionee at any time following the exercise of the First
Option by the Optionee by making aggregate cash payments equal to CDN$20,000,00
to the Optionor, payable in accordance with the following schedule (the "OPTION
PAYMENTS"):



Date                                                                          Amount
- ----                                                                          ------

Upon completion of a Feasibility Report regarding the Property             CAD$3,000,000
Upon the Commercial Production Date                                        CAD$9,000,000
On or before the first anniversary of the Commercial Production Date       CAD$2,000,000
On or before the second anniversary of the Commercial Production Date      CAD$2,000,000
On or before the third anniversary of the Commercial Production Date       CAD$2,000,000
On or before the fourth anniversary of the Commercial Production Date      CAD$2,000,000


5.    Upon the Optionee making all of the Option Payments in accordance with
Section 4 above.

      (i)   the Optionee shall give written notice to the Optionor of such fact
            and the exercise of the Remaining Option; and

      (ii)  the Optionor shall transfer to the Optionee or its nominee that
            number of Tango Shares held by the Optionor following the exercise
            by the Optionee of the First




                                        5

            Option, which Tango Shares shall represent the Remaining Interest
            held by the Optionor at such time.

6.    In the even that the Optionee exercises the Remaining Option, the Parties
agree that the Optionee shall become the operator of the Property,
notwithstanding any provision to the contrary contained in the Option Agreement.

7.    In consideration of the grant of the Remaining Option hereunder and the
other amendments to the terms of the Option Agreement set for the herein, the
Optionee hereby agrees to issue to the Optionor an aggregate of 200,000 common
shares of the Optionee (the "NWT SHARES") registered in the name of the Optionor
upon the execution of this Amending Agreement. In connection with the foregoing,
the Optionor acknowledges and agrees that it has been independently advised as
to the restrictions with respect to trading in the NWT Shares imposed by
applicable securities legislation, confirms that no representation has been made
to it by or on behalf of the Optionee with respect thereto, acknowledges that it
is aware of the characteristics of the NWT Shares, the risks relating to an
investment therein and of the fact that it may not be able to resell the NWT
Shares except in accordance with limited exemptions under applicable securities
legislation and regulatory policy until expiry of the applicable restriction
period and compliance with the other requirements of applicable law, and it
agrees that any certificates representing the NWT Shares may bear a legend
indicating that the resale of such securities is restricted. In other words, the
NWT Shares are subject to a four (4) month hold regulatory hold period from the
date of issuance of such NWT Shares, which date of issuance shall be as the date
of this Amending Agreement;

8.    The Optionor shall deliver to the Optionee or its nominee a share
certificate representing the requisite number of Tango Shares to which the
Optionee is entitled hereunder within three Business Days of the exercise by the
Optionee of each of the First Option and Remaining Option, registered in the
name of the Optionee or its nominee, all in accordance with the terms hereof and
of the Option Agreement.

9.    The Optionor hereby agrees and acknowledges that the Optionee shall have
the right to register notice of each of the First Option and Remaining Option on
title to the Property, and the Optionor shall use all reasonable efforts to do
or cause to be done all things necessary, proper or advisable to give effect to
such registration.

10.   In all other respect, the Option Agreement is hereby ratified and
confirmed.

11.   This Agreement shall be construed in accordance with the laws of Ontario
and the laws of Canada applicable therein, and shall be treated, in all
respects, as an Ontario contract.

12.   This agreement may be executed in one or more counterparts by facsimile,
each of which so executed shall constitute an original and all of which together
shall constitute one and the same agreement.




                                       6

            IN WITNESS WHEREOF the Parties hereto have executed this Amending
Agreement as of the date first above written.

                                  RNC GOLD INC.

                                  By: /s/
                                      ----------------------------------------

                                  NORTHWESTERN MINERAL VENTURES INC.


                                  By: /s/
                                      ----------------------------------------

EX-3.F

REPUBLIC OF NIGER
MINISTRY OF MINES AND ENERGY

- ----------------------------




                                MINING AGREEMENT

                                     BETWEEN

                              THE REPUBLIC OF NIGER

                                       AND

                       NORTHWESTERN MINERAL VENTURES INC.

                           FOR THE IRHAZER CONCESSION




MINING AGREEMENT

BETWEEN:    THE REPUBLIC OF NIGER acting through his Minister of Mines duly
            authorized and empowered under the Mining Law; (Hereinafter called
            the "State")

            ON ONE HAND;

AND         NORTHWESTERN MINERAL VENTURES INC., represented by Mr. Kabir Ahmed,
            duly authorized and empowered by a resolution of its Board Directors
            or any other document acceptable under the legislation of
            Northwestern Mineral Ventures Inc. confirming of the aforementioned
            authorization and whose original copy is annexed to the Agreement as
            Appendix I; (Hereinafter called the "Company"

            ON THE OTHER HAND;

In the matter of the Constitution,

Considering the Decree N(degree)93-016 of March 02, 1993 relative to the
prospecting, exploration, exploitation, ownership, possession, circulation,
trade and the transformation of mineral or fossil substances on the territory of
the Republic of Niger and the texts enacted for its application,

Considering the importance which can play the mining sector in the economic
development of the Republic of Niger,

Considering the desire for the Government to diversify exploration and mining
production in Niger,

Considering the importance of investments necessary for the exploration of the
mining substances,

Considering the technical and financial capacities of the Company on one hand
and the desire to begin Mining Operations within the limits of the territory of
the Republic of Niger on the other hand,

                     IT WAS COVENATED AND AGREED AS FOLLOWS:




TITLE 1 - GENERAL PROVISIONS

FIRST ARTICLE - DEFINITIONS

        For the purposes of the present Agreement, the terms enumerated below
        will have the following definitions:

"AGREEMENT"

        means present Agreement including any amendments or modifications to it
        and all its appendices.

"DATE OF FIRST COMMERCIAL EXPEDITION"

        means the date in which was realized the first sale or delivery of
        Products, either in Niger or for the export, with the exception of
        operations made on a test basis.

"CURRENCY"

        means any freely convertible currency other than the CFA franc, the
        official currency of the State.

"STATE"

        means the Government of the Republic of Niger, its ministries,
        departments, directions, bodies and any authorities or national,
        regional, urban or local communities.

"FEASIBILITY STUDY"

        means a report stating the feasibility of the exploitation of a Ore
        Deposit within the Perimeter and exposing the program for its
        exploitation, which should include, as a guide but without limitation:

a)      an assessment of the size and quality of the mining reserves;

b)      a determination of the suitability of the Ore to a metallurgical
        processing;

c)      a planning for the mining operations;

d)      presentation of a program for the construction of the Mine, setting out
        the details of the works, equipments, installations and supplies
        required for the commercial production of a ore body or potential
        Deposit as well as estimated costs relating to it, accompanied with
        forecasts of annual expenditures;

e)      a report on the socioeconomic impact of the Project;

f)      a study of the Project's impact on the environment (soil, water, air,
        fauna, flora and human settlements) with appropriate recommendations;

g)      set up of a plan related to the marketing of the Products, covering the
        anticipated points of sale, customers, conditions of sale and prices;




h)      complete financial projections for the period of exploitation;

i)      conclusions and recommendations of the economic feasibility and the
        calendar for bringing the commercial production on line, taking into
        account the above listed points, from (a) to (h); and

j)      any other information that the Party performing the Feasibility Study
        would consider useful to convince any banking or financial institutions
        to lend the funds necessary for the exploitation of the Deposit.

"DEPOSIT"

        means any Mineral Deposit recognized by a Feasibility Study as being
        commercially viable.

"MARGINAL DEPOSIT"

        means a Deposit of size and quality known, by a Feasibility Study but
        deemed economically unprofitable by the Parties.

"LIBOR "

        means inter bank interest rate offered in London for a period of three
        (3) months and quoted by any international bank.

"MINING LAW"

        means the Decree 93-016 of March 02, 1993;

"MINES"

        means:

        a)    any open pits, shafts, tunnels, audits, underground or not,
              realized or built after the completion of a Feasibility Study and
              from which the Ore was or will be removed or extracted by any
              process, in quantity greater than that required for sampling,
              analysis or evaluation;

        b)    furniture and other installations for the treatment, processing,
              storage and removal of the Ore and the waste, including residues;

        c)    tools, equipments, machinery, buildings, installations and
              improvements for the exploitation, transformation, handling and
              transport of the Ore, waste and materials;

        d)    dwellings, offices, roads, landing strips, power lines, power
              generating plants, installations of evaporation and drying,
              piping, railroads and other infrastructures for the above
              purposes.

"ORE"

        means everything extracted from the Deposit containing the Mineral
        Substances.




"MINISTRY"

        means the Ministry responsible for the Mines.

"MINISTER"

        means the Minister responsible for the Mines.

"MINING OPERATIONS"

        means all the operations related to the various stages of the mining
        activity and including: prospecting, exploration, exploitation, primary
        processing, physical and chemical concentration of ore and transport of
        product. The following secondary activities carried out inside the
        industrial park of the Company and its dependences are included in the
        mining operations:

              -     the maintenance of machinery and installations,

              -     production, transport, supply of electricity and water,

              -     management of tributaries,

              -     construction and maintenance of access roads,

              -     management of the environment.

"PARTICIPATION OF THE STATE"

        means the participation of the State in the authorized capital of the
        Operating Company as detailed at the article 15 of the Agreement.

"PARTY"

        means the State or the Company.

"PARTIES"

        means the State and the Company.

"PERIMETER"

        means the perimeter defined in the prospecting permit and\or the
        perimeter defined in the exploitation permit, as the case may be; it can
        be modified in accordance with the provisions of the Mining Law.

"PRODUCTS"

        means any Ore or any Mineral Substances extracted from the Perimeter for
        commercial purposes under this Agreement.

"PROJECT"

        means the activities related to the Perimeter and undertaken under this
        Agreement.




"COMPANY"

        means the moral person to whom the prospecting permit has been
        delivered.

"AFFILIATED COMPANY"

        means every moral person who controls directly or indirectly a Party or
        is controlled by a physical or moral person who controls a Party. By
        control shall be understood as the direct or indirect power to influence
        management and decision making, or to do it by the exercise of voting
        rights.

"OPERATING COMPANY"

        means the company established between the Parties in accordance to the
        article 14 of the Agreement for the exploitation and marketing of the
        Mineral Substances include in the exploitation permit.

"MINERAL SUBSTANCE"

        means all concentration of minerals and\or metals.

"THIRD PARTY"

        means every physical or moral person other than contracting Parties and
        Affiliated Companies.

"$ US"

        means dollar of United States of America.

"DOLLARS US"

        means dollars of United States of America.

ARTICLE 2 - OBJECT OF THE AGREEMENT

        The object of this Agreement is specifically to set forth the legal,
        financial, fiscal, economical, administrative, customs and social
        general conditions which the Company will proceed with exploration works
        inside the Perimeter defined in the Prospecting Permit and also for the
        Operating Company for the exploitation within the perimeter defined in
        the exploitation permit.

ARTICLE 3 - PROJECT DESCRIPTION

        The Project consists of:

        a)    performance by the Company, at its expenses and under its
              controls and management, of exploration works;

        b)    performance, to the extent that the Company deems appropriate, of
              a Feasibility Study and, should the Feasibility Study proves
              positive, mining of the ore body or ore bodies in accordance with
              the provisions of articles 14 to 16 hereunder.




ARTICLE 4 - COOPERATION

        The State declares its intention to facilitate, according to the
        regulations in force, all the exploration works which the Company will
        make by all the means which it deems appropriate. The same will apply
        for the mining, marketing, processing and refining of the Products by
        the Operating Company.

ARTICLE 5 - APPLICABLE LAW

        The law applicable to this Agreement is the law of the Republic of
        Niger. It is expressly agreed that throughout the duration of its
        validity period, the Agreement shall constitute the law between the
        Parties, subject to general provisions of public order.

ARTICLE 6 - EFFECTIVE DATE

        The Agreement shall enter into effect from the date of its approval by
        decree during a Council of Ministers.

ARTICLE 7 - TERM

        The Agreement is valid from the effective date for a term of thirty (30)
        years. In the event that the useful life expectancy of the Ore Deposit
        exceeds the term of the Agreement, the Parties should negotiate a new
        Agreement in accordance with the laws and regulations then in effect.
        The Agreement shall terminate, before the expiration of the term, in the
        following cases:

        a) By written consent of the Parties;

        b) In the event of total renunciation by the Company or by the Operating
        Company of its mining titles, of expiration or withdrawal of the latter
        in accordance with the provisions of articles 59 and 60 of the Mining
        Law;

        c) In the event of bankruptcy, receivership, disposal of goods or
        similar collective procedures on the part of the Company or the
        Operating Company.

ARTICLE 8 - SETTLEMENTS OF DISPUTES

8.1     The Parties agree to attempt to settle any dispute or litigation arising
        from the interpretation or application of the Agreement by mutual
        consent in Niger.

8.2     The Parties agree to submit any dispute or litigation relating
        exclusively to technical matters that cannot be settled by mutual
        consent, to an expert of a nationality other than those of the Parties,
        known for his/her technical expertise, and selected jointly by the
        Parties. The decision of this expert shall be handed down within sixty
        (60) days following his/her appointment and shall be final and without
        appeal. In the event of disagreement between the Parties on the
        designation of the expert, the Parties shall resort to arbitration in
        accordance with




        the provisions of the article 8.3 hereunder. The cost of the technical
        arbitration shall be shared equally between the Parties.

8.3     Subject to the provisions of articles 8.1 and 8.2 above, any dispute or
        litigation relating to the Agreement shall be settled by arbitration in
        accordance with the title IV of the treaty concerning the harmonization
        of the corporate law in Africa (OHADA treaty).

8.4     On the assumption that an arbitration subjected to the regulation of the
        Common Court of justice and arbitration would be impossible for reasons
        outside the will of Parties, any disagreement relating to the Agreement
        that should initially have been subjected to the regulation of this
        Court, will be solved definitively in accordance with the arbitration
        regulation of the International Chamber of Commerce ( ICC) of Paris.

8.5     However, the Niger government undertakes to do anything which could
        hinder the procedures included in the Agreement for the regulation of
        disagreement.

8.6     The language of the arbitration will be the French language.

TITLE II - EXPLORATION WORK

ARTICLE 9 - ISSUE OF EXPLORATION PERMITS TO THE COMPANY

9.1     Within (30) days following the effective date of the Agreement and
        upon presentation of an application in accordance with the requirements
        of the Mining Law, the State shall issue an exploration permit to the
        Company for the Perimeter defined in appendix IV.

9.2     The exploration permit will grant the Company all the rights given under
        the Mining Law for exploration permits, while binding it to the
        associated obligations.

9.3     In any event, as soon as the exploration permit is issued, the Company
        is required to open an office in Niger to co-ordinate the exploration
        work covered by the Agreement. The Company's office manager in Niger
        shall be given sufficient power to decide on any issue relating to the
        exploration work which may be considered part of the day-today operation
        of such work.

ARTICLE 10 - WORK SCHEDULE AND EXPLORATION EXPENSES

10.1    During the first period of validity of its exploration permit, the
        Company undertakes to:

        -     to carry out within the Perimeter, the exploration work program
              provided at appendix VI of the Agreement,




        -     to spend a minimum amount equal to two millions two hundred
              thousand (2 200 000) dollars US for the realization of these works
              as follows:

              First Year:                        US $ 200 000
              Second Year:                       US $ 600 000
              Third Year:                        US $ 1 400 000

10.2    For each subsequent period of validity, the Company shall submit to the
        Minister its proposals for exploration work and expenditures at each
        renewal period of its exploration permit.

10.3    Assays of samples

        The Company is bound to notify the appropriate departments of the
        Ministry of its desire to analyze samples collected during exploration
        work. Such notification shall include: the number and weight of samples
        and the references of the assaying laboratory. A witness sample shall be
        kept in Niger by the Company. Assays on samples collected during
        exploration shall be performed in Niger to the extent that the services
        are available at competitive prices, quality quantity and acceptable
        delivery time. Without these conditions, the analyses can be made
        abroad. The export of any sample is subject to a prior authorization by
        the relevant departments of the Ministry. All the assay results with its
        positioning, which have to include multi elements, shall be communicated
        to the Ministry on digital support.

10.4    The Company shall use local services for drilling, geophysics,
        geochemistry, geology, assays, etc. as far as these services are
        available at competitive prices, quality, and acceptable delivery time.

10.5    Exploration expenditures shall consist:

        -salaries, wages and miscellaneous expenses of the personnel engaged in
         exploration work relating to the Perimeter on the basis of hours
         actually worked;

        -depreciation of equipment belonging to the Company used in exploration
         work relating to the Perimeter. This depreciation shall be equal to the
         difference between the initial value of such equipment and the market
         value or surrender value thereof after its use for the work within the
         Perimeter. The amount of the aforesaid depreciation shall be allocated
         in a proportionate manner when it is used on several projects;

        -expenses incurred in Niger in the execution of research works: services
         and consumables;

        -expenses incurred abroad for the performance of exploration work: goods
         and services;

        -expenses incurred abroad at flat rate of ten percent (10 %) on
         overheads incurred in Niger;




        -duties, income tax, royalties, taxes, levies and contribution paid in
         Niger relating to exploration work within the Perimeter.

        For the purpose of auditing these expenditures, accounting shall be
        organized in such a way to distinguish exploration expenses from
        administration expenses.

SECTION 11 - INFORMATION GATHERED DURING THE PERFORMANCE OF EXPLORATION WORK

11.1    Throughout the period of validity of the exploration permit or of any
        subsequent extension thereof, the Company shall submit to the State all
        reports, maps, drilling logs, airborne survey data and all raw data
        which it has acquired during the exploration period.

11.2    The reports and data mentioned in section 11.1 above shall become the
        property of the State upon their receipt. However, they can be divulged
        by the State to Third Parties only in accordance with the Mining Law.

SECTION 12 - WAIVER OF THE EXPLORATION PERMIT

12.1    The Company may, in accordance with the Mining Law, waive its
        exploration permit in whole or in part for justifiable technical reasons
        or in the event of force majeure. One such justifiable technical reason,
        for example, would be if the results of exploration after at least one
        year of work as described in appendix VI, failed to yield clear
        encouragement for the continuation of exploration work within the
        Perimeter.

12.2    In the event of a total renunciation of the exploration permit for
        reasons other than those outlined in the preceding paragraph, the State
        shall recover all its rights. The amount of all exemptions granted to
        the Company in accordance with the provisions of the Mining Law shall be
        updated on the date of receipt of the application for renunciation. The
        Company shall reimburse the State the updated amount of these exemptions
        within sixty (60) days of the date of receipt of the application for
        renunciation.

SECTION 13 - FEASIBITY STUDY AND MARGINAL DEPOSITS

13.1    The Company shall carry out a Feasibility Study in accordance with
        Section 3 above. If, at the conclusion of the exploration work within he
        Perimeter, the Company has discovered only a Marginal Deposit, the State
        may extend the validity of its permit to the perimeter of the said
        deposit as outlined by the Feasibility Study, in accordance with section
        29 of the Mining Law and at the request of the Company.

13.2    However if, the State considers that the conditions for mining the
        deposit are all met, or if it does not agree that the deposit is not
        marginal, it may ask the Company to proceed to the mining phase in
        accordance with the provisions of




        articles 14 to 16 hereunder. Without a response from the Company within
        a period of ninety (90) days following the date of receipt of the
        request from the State, or in the event of a negative response, the
        State shall have the right to mine the deposit alone or in association
        with Third Parties. The exploration expenses incurred by the Company
        shall be reimbursed during the mining phase in accordance with
        provisions to be agreed upon mutually between the Parties.

PART III  MINING OPERATIONS

ARTICLE 14 - OPERATING COMPANY

14.1    In the event of the discovery of a Deposit within the Perimeter of the
        exploration Permit, an Operating Company shall be duly incorporated in
        accordance with legislation governing the status of Companies in the
        Republic of Niger. The Operating Company shall have as objectives, the
        extraction, processing and marketing of the Mineral Substances for which
        its permit is granted.

14.2    The State shall, in accordance with the Mining Law, grant the Operating
        Company an exploitation permit within the perimeter of the exploration
        permit.

14.3    The Parties shall decide upon the corporate name of the Operating
        Company upon its incorporation. The head office of the Operating Company
        shall be situated in the Republic of Niger, at a location selected by
        mutual decision of the Parties.

ARTICLE 15 - PARTICIPATION OF THE STATE

15.1    It is agreed that, in accordance with the Mining Law, ten per cent (10%)
        of the capital of the Operating Company shall be allotted to the State,
        without any financial contribution on its part, as initial free
        interest.

15.2    In the event of an increase in the capital of the Operating Company,
        decided upon by an Extraordinary General Meeting of the shareholders,
        ten per cent (10%) of the new shares shall be allotted to the State in
        order to maintain the percentage of its initial interest mentioned in
        article 15.1 above. The State shall have no obligation by virtue of its
        interest mentioned in article 15.1 above to contribute to the cost of
        exploration, Feasibility Studies or the development costs of the
        Deposit.

15.3    The State or any other governmental body which it will designate shall
        subscribe in numerary a maximum of twenty per cent (20%) of the
        authorised capital of the Operating Company at the time of its
        incorporation. Failure by the State to subscribe to the authorised
        capital of the Operating Company at the time of its incorporation shall
        cause the State to lose its right of subscription. The Company will then
        hold all the shares of the Operating Company Company, less the ten per
        cent (10%) interest allotted to the State by virtue of article 15.1
        above.




15.4    The shares issued to the State by the Operating Company shall be of the
        same type as those issued to its principal shareholder and, subject to
        the provisions of articles 15.1 and 15.2 above, shall carry the same
        rights and obligations

15.5    The State's interest in the authorised capital of the Operating Company
        by virtue of section 15.3 above obliges it, as of the date of
        incorporation of the Operating Company, to contribute in numerary
        proportionally to its interest, to all the financial commitments of
        whatsoever nature, contribution of capital, advances by shareholders,
        bank loans and other borrowings costs, disbursements and losses.

15.6    The State's interest entitles it to a corresponding percentage of all
        distributed income.

15.7    It is understood that the Parties shall assist one another in seeking
        financing for the mining project and shall, in accordance with
        international practice, provide all the information requested by
        financial institutions. However, the present clause shall not have the
        effect of imposing upon a Party the obligation to guarantee loans other
        than its own. The Parties agree that the part or all of the financing
        for the development and mining of any Deposit(s) may be negotiated and
        arranged by the Company with a bank or other financial institution on
        the best, most reasonable and most competitive conditions available.

ARTICLE 16 - TREATMENT OF EXPLORATION EXPENSES

16.1    Exploration expenses incurred by each Party for exploration work within
        the perimeter of the permit shall be updated as of the date of issue of
        the mining permit. The terms of the update shall be mutually agreed upon
        by the Parties.

16.2    The expenses incurred by the Company for the exploration work within the
        perimeter of the permit shall be calculated in accordance with the
        provisions of article 10.4 of this Agreement.

16.3    Any expenses have been claimed by the State.

16.4    Exploration expenses incurred by the State and by the Company shall be
        entered as initial capital costs. The method of reimbursement of such
        expenditures shall be mutually agreed upon between the parties.

ARTICLE 17 - CESSATION OF THE MINING OPERATION

        If the Operating Company contemplates a cessation of its operations for
        any reason whatsoever, it shall notify the Minister in writing with
        supporting documentation. At that time, the Parties shall meet to decide
        upon the appropriateness of such a measure, without prior interruption
        of the mining operations.




        The Operating Company may interrupt its activities if the Minister does
        not authorise the cessation within a period of thirty (30) days
        following the date of receipt of the written notice from the Operating
        Company. This time period may be reduced to five (5) days in the event
        of a temporary shut-down. It remains understood that in the event of
        case of force majeure as outlined in article 32 hereunder, a temporary
        shut-down may immediately follow upon the written notice to the
        Minister. The authorisation shall not be unreasonably withheld.

PART IV - RIGHTS, OBLIGATIONS AND ADMINISTRATION

ARTICLE 18 - PURCHASING AND PROCUREMENT

        The Company, the Operating Company and their sub-contractors shall, as
        far as possible, use services and raw materials from local sources, as
        well as products manufactured in Niger, to the extent that such
        services, raw materials and products are available on competitive
        prices, quality, guarantees and delivery time.

SECTION 19 - EMPLOYEMENT OF NATIONAL PERSONNEL

19.1    Throughout the term of the Agreement, the Company and the Operating
        Company undertake to:

        a) give hiring priority to native personnel of Niger so as to allow them
        access to all jobs of which they are capable, at whatever levels;

        b) in consultation with the appropriate State authorities, set up a
        training and promotion programme for native personnel of Niger;

        c) gradually replace qualified expatriate personnel by nationals who
        have acquired the same qualifications on the job;

        d) provide accommodation for workers on the site in conditions of health
        and hygiene which would comply with the current or future regulations;

        e) comply with health legislation and regulations as provided for by
        current or future texts;

        f) comply with current or future labour legislation and regulations
        texts, particularly with respect to general working conditions,
        remuneration plan, prevention and remedy of labour-related accidents and
        occupational diseases, as well as to professional associations and
        unions;




        g) contribute to the training of personnel in the Department of Mines
        and Geology, by making available to the Ministry the sum of twenty
        thousand Dollars (US $ 20 000) each year. The first payment is to be
        made thirty (30) days following the effective date of the Agreement and
        is to be repeated each year on its anniversary date throughout the term
        of validity of the exploration permit. This contribution shall be
        accounted under the heading of the exploration expenditures mentioned in
        article 10 above.

19.2    From the date of issue of the mining permit, the Operating Company
        undertakes to contribute to:

        a) the installation, expansion or improvement of a medical and
        educational infrastructure at a reasonable distance from the Deposit, to
        meet the normal needs of the workers and their families;

        b) the organisation of local recreational facilities for its personnel.

19.3    The State undertakes to provide the Company, the Operating Company and
        their sub-contractors with the necessary authorisations allowing workers
        to work overtime and to work at night or during non-working days or
        holidays, in accordance with current legislation.

19.4    The State undertakes not to enact any measure in the matter of labour or
        social legislation which may be considered discriminatory against the
        Company, the Operating Company and their sub-contractors or their
        personnel, relative to those measures applying to companies carrying on
        similar activities in Niger.

SECTION 20 - EMPLOYMENT OF EXPATRIATE PERSONNEL

20.1    The Company, the Operating Company and their sub-contractors can hire
        expatriate, whether national or foreign, may not be available for the
        efficient performance of their Mining Operations, personnel. The State
        will facilitate the obtaining of the permits and authorisations required
        for the expatriate personnel, including entry and exit visas, work
        permits and residence permits.

20.2    The State undertakes, throughout the term of the Agreement, not to
        engage or to promulgate, with respect to the Company, the Operating
        Company and their sub-contractors, any measure implying a restriction to
        the conditions in which the current or future legislation that allows:

        a) the entry, stay and exit of expatriate personnel of the Company, the
        Operating Company or their sub-contractors, together with their
        families, as well as the import and export of their personal effects;




        b) subject to the provisions of article 20.1 above, the hiring and
        dismissal by the Company, the Operating Company and their
        sub-contractors of the persons of their choice, whatever their
        nationality or the nature of their professional qualifications;

20.3    The State, however, reserves the right to forbid the entry and stay of
        citizens of countries hostile to the Republic of Niger and of
        individuals whose presence would tend to compromise security, law and
        order.

SECTION 21 - GENERAL WARRANTIES GRANTED BY THE STATE

21.1    The state warrants to the Company and to the Operating Company the
        stability of the general, legal, administrative, customs and excise,
        economic, financial and fiscal conditions provided by the Agreement.
        Throughout the term of the Agreement, the rates as specified in the
        Agreement, the tax base and the rules for the collection of duties and
        taxes shall remain as on the effective, unless meanwhile the rates were
        lowered, in which case the Company and the Operating Company shall, upon
        their request, benefit from the new rates.

21.2    The State warrants to the Company, to the Operating Company and to their
        sub-contractors and to their personnel that they will never in any way
        become the object of any unfavourable legal or administrative
        discrimination in fact or in law.

21.3    The State warrants to the Company, the Operating Company and their
        sub-contractors that all the authorisations and administrative measures
        necessary to facilitate the performance of the exploration and mining
        work will be respectively granted and taken as expeditiously as possible
        subject to legislative and regulatory provisions in force.

21.4    The State warrants to the Operating Company and its sub-contractors that
        all administrative authorisations will be issued as expeditiously as
        possible to facilitate the marketing of the Products. It remains
        understood that the Operating Company may negotiate the marketing of the
        Products with a specialist company. It shall, however, remain the sole
        party responsible for this operation toward the State and shall submit
        to the State any prospective sales contract.

SECTION 22 - FISCAL AND CUSTOMS PROVISIONS

22.1    EXPLORATION PHASE

        With the exception of the following duties, royalties and the taxes, the
        Company is exempt from all other royalties, duties and taxes:




              (A)   FIXED DUTIES:

                    - award or renewal              300 000 F CFA
                    - transfer                      400 000 F CFA
                    - extension                     700 000 F CFA

              (B)   ANNUAL SURFACE RIGHTS:

                    - first term of validity            100 F CFA/km(2)
                    - second term of validity           200 F CFA/km(2)
                    - third term of validity            400 F CFA/km(2)
                    - extension                         500 F CFA/km(2)

              (C)   VALUE ADDED TAX (VAT):

                    The Value Added Tax (VAT) at the rate of nineteen per cent
                    (19%) only on the provision of services associated with
                    administrative operations.

              (D)   INCOME TAX PAYABLE BY EMPLOYEES:

                    Income tax payable by employees with the exception of the
                    Company's expatriate employees, whose activities are
                    exclusively linked to the Agreement. Sub-contractors shall
                    benefit from the same tax advantage for their expatriate
                    employees in the same circumstances.

              (E)   DIFFERENTIAL TAX ON MOTOR VEHICLE (VIGNETTE)

                    The tax on motor vehicle, with the exception of field
                    vehicles.

              (F)   SINGLE TAX ON INSURANCE CONTRACTS

                    The single tax on insurance contracts, with the exception of
                    field vehicles.

              (G)   REGISTRATION FEE OF FIVE PERCENT (5%)

              (H)   DUTY STAMP ON MATRICULATION AND ESTATE PUBLICITY

22.2    OPERATIONS PHASE

22.2.1  With the exception of the following duties, royalties and taxes, the
        Company is exempt from all other royalties, duties and taxes:

              (A)   FIXED DUTIES

                    - award or renewal                1 000 000 F CFA
                    - transfer                        2 000 000 F CFA
                    - extension                       2 500 000 F CFA




              (B)   ANNUAL SURFACE RIGHTS:

                    - first term of validity                100 000 CFA/km(2)
                    - second term of validity               100 000 CFA/km(2)
                    - extension                             150 000 CFA/km(2)

              (C)   MINING ROYALTY

                    The Mining Royalty at the rate of the rate five and one half
                    per cent (5.5%) of the F.O.B. value of the final Product.

              (D)   REGISTRATION FEES:

              (E)   DUTY STAMP, MATRICULATION AND PUBLICITY TAX.

              (F)   PROPERTY TAX

                    This tax is due for all buildings belonging to the Company,
                    to the exclusion:

                    1. Installations with industrial usage and their
                    dependences, stores, garages, quarries, grounds;

                    2. Buildings allocated to social activities (hospitals,
                    dispensaries);

                    3. Buildings for school and professional training;

                    4. Non inhabited houses;

                    The tax will be due at a rate of 1% for houses available
                    free to the staff and at the rate of 2.5% for buildings not
                    exempted under points 1.2.3.4. above.

              (G)   TAX ON THE CLASSIFIED ESTABLISHMENTS.

              (H)   INCOME TAX PAYABLE BY EMPLOYEES.

                    The Operating Company will pay the State income tax owed by
                    his (her) employees, retained at the source in accordance to
                    the regulations in force. The clause of stability does not
                    apply to this tax.

              (I)   TAX ON INDUSTRIAL AND COMMERCIAL PROFITS:

                    The Tax on Industrial and Commercial Profits at the rate of
                    thirty five per cent (35%), which will be calculated in
                    accordance with fiscal regulations in force in Niger. The
                    depreciation rates applicable for the calculation of the Tax
                    on Industrial and Commercial Profits are shown in Appendix
                    II. The Operating Company is exempted from the tax on
                    industrial and commercial profit during five (5) years for
                    large mines and two (2) years for small mines from the date
                    of the first production.

              (J)   INCOME TAX ON REAL ESTATE:

                    The income tax on real estate at the rate of ten per cent
                    (10%).




              (K)   DIFFERENTIAL TAX ON MOTOR VEHICLES (VIGNETTE)

                    This tax is due, with the exception of heavy equipment and
                    all other vehicles used specifically for the Mining
                    Operations.

              (L)   SINGLE TAX ON INSURANCE CONTRACTS:

                    This tax is due, with the exception of contracts for
                    operations relating to industrial installations whatever the
                    place of subscription.

              (M)   VALUE ADDED TAX

                    The VAT is due to the rate nineteen per cent (19%), in
                    accordance to current fiscal legislation at the date of
                    signature of the Agreement. However and without prejudice to
                    the regulations at appendix III, are exempted from the VAT:

                        o   the electric energy supplied and produced.

                        o   the contract services of all kinds relating to the
                            mining Operations of a value equal or over 500 000 F
                            CFA for each individual contract.

22.2.2  Interest and other expenses from funds borrowed by the Operating Company
        for equipment or operations are exempt from all taxes and levies
        whatsoever.

22.3    CUSTOMS REGULATIONS

22.3.1  Throughout the term of the Agreement, goods, materials, supplies,
        machinery and equipment and spare parts intended directly for the Mining
        Operations, as well as petroleum products used in fixed plant, are
        exempt from all duties and taxes collectable on entry, including Value
        Added Tax (VAT), but at the exclusion of the statistical tax at the rate
        of one per cent (1%).

        The list of goods, materials, supplies, machinery and equipment, and
        spare parts, intended directly for the Mining Operations, as well as
        petroleum products used in fixed plant, is given in Appendix III. With
        respect to this list, it is specified that the exemption shall not apply
        to goods, materials and products similar to those manufactured in Niger.

        The exemption is subject to the completion of the following formalities
        by the Company, the Operating Company or their suppliers:

        1) The Company or the Operating Company shall draw up a statement
        certifying, on its own authority, that the goods, materials, supplies,
        machines and equipment




        acquired or imported are intended for use in the mining activities
        undertaken by the Company or the Operating Company.

        This certification, drawn up in quadruplicate (4 copies) and stamped by
        the Director of Mines, shall define the goods to be exempted and
        indicate their reference or category in the list of Appendix III. The
        certification implies the undertaking by the Company and the Operating
        Company to pay all dues and penalties which would become payable in the
        event that the goods were not assigned to the designated tax or duty
        exempt use, or were transferred without prior payment of such dues.

        One copy is retained by the Depatment of Mines and another by the
        Company or the Operating Company as a bookkeeping voucher. One copy is
        delivered to the supplier and the remaining copy to the Customs
        Administration in the case of imported goods listed in Appendix III.

        2) The Company, the Operating Company and the suppliers of goods shall
        keep their books in such a way as to show distinctly:

              - matters falling into the category of exemptions

              - matters subject to duties and taxes.

        3) Suppliers of goods and equipment may enter in their books as matters
        falling into the category of exemptions, only those transactions for
        which they can produce the stamped certification mentioned above.

22.3.2  Goods not consumable at one time may be placed under the temporary
        admission regime, free of all entry duties and taxes, including Value
        Added Tax, but exclusive of the statistical tax.

        In the event that goods or equipment placed in temporary admission cease
        to be directly allocated to the Mining Operations of the Company or the
        Operating Company, the latter is required immediately to pay the duties
        and taxes which will be calculated in accordance with the Customs
        regulations in effect.

22.3.3  In the event of re-sale in Niger of items imported duty-free by virtue
        of the preceding provisions, the Company, the Operating Company and/or
        their Affiliated Companies with respect to their authorised activities,
        and their sub-contractors or personnel, shall advise the State of the
        same, and shall remain liable for the payment of duties on the re-sold
        articles. The articles shall be assessed at their true market value in
        accordance with the legislative and regulatory provisions in effect.

22.3.4  Upon export, Products are exempt from all export duties and taxes, from
        all taxes on export revenues, and from all other fees collectable on
        exit from the country, throughout the entire period of validity of the
        Agreement.




22.3.5  In accordance with the Customs code, expatriate personnel of the Company
        or the Operating Company shall benefit from exemption from duties and
        taxes on the import of their personal effects.

22.3.6  Upon re-export, materials and equipment which have been used for the
        performance of exploration, mining and mineral processing work shall be
        exempt from all export duties and taxes normally due.

ARTICLE 23 - ECONOMIC PROVISIONS

23.1    The State undertakes, throughout the term of the Agreement, not to
        engage or to promulgate, with respect to the Company, the Operating
        Company and their sub-contractors, any measure implying a restriction to
        the conditions in which the current or future legislation that allows:

        a) subject to the provisions of article 18 above, the free choice of
        suppliers;

        b) free importation of goods, materials, machines, equipment, spare
        parts and consumables;

        c) free export of Products;

        d) free marketing with any bona fide Company;

        e) freedom of movement throughout Niger of goods and materials of the
        Company, the Operating Company and their sub-contractors, as well as all
        substances and Products derived from the exploration and mining
        activities.

        The selling price of the Products shall be expressed in US Dollars.

23.2    The Company or the Operating Company shall not enter into any agreement
        with an Affiliated Company at conditions more advantageous to the
        Affiliated Company than those negotiated with any third Party.

23.3    If, during or at the conclusion of its mining operations in Niger, the
        Operating Company decides to cease its activities, it may only transfer
        its facilities, machineries and equipment to any Third Party after
        granting the State pre-emptive right on the goods at their appraised
        value at the time of such decision.

ARTICLE 24 - FINANCIAL CONDITIONS

24.1    Subject to the currency exchange regulations in effect in Niger, the
        State guarantees to the Company, the Operating Company and their
        sub-contractors, throughout the duration of the Agreement:




        a) free conversion and transfer of funds for the settlement of all debts
        (principal and interest) associated with the Mining Operations in Niger,
        in favour of foreign creditors;

        b) free conversion and transfer of net profits to be distributed to
        foreign shareholders, after payment of all applicable taxes and levies;

        c) free conversion and transfer of proceeds from the sale of assets,
        after payment of applicable taxes, duties and levies.

24.2    The Company, the Operating Company and their sub-contractors shall be
        authorised to open a foreign currency bank account in Niger.

24.3    The State guarantees the free conversion and overseas transfer of the
        savings made on their salaries or the proceeds from the winding-up of
        any investments in Niger, or from the sale of personal effects in Niger,
        by the expatriate personnel of the Company and its sub-contractors.

ARTICLE 25 - LAND AND MINING GUARANTEES

25.1    The State guarantees to the Company and to the Operating Company
        occupancy and use of all lands necessary for the exploration and mining
        of the Deposit(s) covered by the exploration and/or mining permits under
        this Agreement, both within and outside the Perimeter, in the conditions
        provided for by the Mining law.

25.2    In order to achieve the objectives of this Agreement, the Company or the
        Operating Company may use materials which have been recuperated in the
        course of the work, and the natural elements (e.g. surface and
        underground water) found within the limits of the Perimeter of the
        exploration or mining permit, in accordance with the provisions of
        articles 64 and 114 of the Mining law.

ARTICLE 26 - EXPROPRIATION

        The State undertakes not to expropriate the Company or the Operating
        Company of any of their goods or assets. Their facilities may only be
        expropriated in most exceptional circumstances, subject to
        indemnification as determined by an administrative or arbitration
        tribunal.

ARTICLE 27 - PROTECTION OF THE ENVIRONMENT AND REHABILITATION OF THE MINE SITE

        The exploitation of any new deposit is subjected to a preliminary
        execution of an environmental impact according to the environmental
        legislation in force at the effective date of the agreement.




The Company undertakes to take the necessary measures for the environmental
protection connected to Mining Operations. Are mainly concerned:

- -     the protection of natural sites,

- -     the preservation of the health and safety of the neighbouring population
      and more generally public health,

- -     the conservation of the fauna and the natural flora implanted locally,

- -     the protection of the natural resources

The measures taken should be in conformity with the requirements stipulated by
the current environmental legislation at the effective date of the Agreement or,
otherwise be considered acceptable practices by the mining industry.

Commitments to be taken by the Company concern more particularly the following
points:

- -     to execute mining operations in accordance with the mining legislation and
      acceptable practices;

- -     to carry out throughout the mining period, periodic quality tests of the
      water, soil and air within the Perimeter and adjoining areas;

- -     to manage the way soils and rocks are manipulated so as to assure the
      stability of the grounds without adverse consequences on the drainage
      regime, the quality of surface water, deposition of sediments, creation of
      non secure dams and protection against erosion;

- -     to control any discharge of solutions that because of their origin might
      contain polluting substances from soils, air and water;

- -     to manage water drainage in order to prevent their pollution outside the
      Perimeter and beyond the Mining Operations period;

- -     to manage in a effective and proper way, all the industrial waste produced
      by Mining Operations in the allocated zones, proposed by the Company and
      approved by the public institution responsible for the environmental
      protection, to avoid their dispersal in the natural environment;

- -     to rehabilitate the sites after their exploitation by the control of the
      zones disrupted by Mining Operations and their topographic configuration
      adapted to local climatic conditions to minimize as possible a natural
      degradation;

- -     to install a surveillance system allowing the control of the measures
      implemented and their efficiency in the limitation of the residual impacts
      on the rearranged sites and their evolution, in accordance with the
      current environmental legislation at the effective date of the Agreement;

- -     to respect a probationary 5 year period of surveillance after the Mining
      Operations, However, the responsible institution could decide to lighten
      or terminate the surveillance before the end of the period.

Any harmful infringement on the environment, on the health and on the safety of
the neighbouring populations resulting from the non compliance by the Company,
engages this one.




ARTICLE 28 - TREASURES AND ARCHAEOLOGICAL EXCAVATIONS

28.1    All archaeological riches, treasures and any other element deemed to be
        of value and discovered during the performance of the works shall remain
        the exclusive property of the State. Such discoveries shall be declared
        immediately by the Company or the Operating Company to the appropriate
        authority of the State.

28.2    If the Perimeter contains archaeological excavations or becomes
        subsequently the site of such excavations, the Company or the Operating
        Company undertakes to carry out its work in such a manner as not to
        impede on it.

ARTICLE 29 - TRANSFER - NEW PARTIES

29.1    The Company or the Operating Company may, with the written authorisation
        of the State and subject to the provisions of the Mining law, transfer
        its rights and obligations under the Agreement as well as its
        exploration and mining permits, to other corporate bodies.

        The State's consent will be granted if its interests are not
        compromised. In that case, the transferees shall take on all the rights
        and obligations of the transferor arising from the Agreement, as well as
        those derived from the exploration and mining permits.

        At the time of transfer by the Company or the Operating Company of all
        the rights and obligations acquired under the Agreement and/or the
        exploration and/or mining permits, the proceeds of the transaction shall
        be determined for taxation purposes in accordance with generally
        recognised financial techniques, and shall be taxed, if appropriate, at
        the time of the transaction, in accordance with fiscal legislation in
        effect in Niger.

        In case of transaction on the exploration results or on a deposit
        discovery before its mining, the Company undertakes to give 10% of the
        transaction proceeds to the State.

29.2    The State's consent shall be obtained for a shareholder in the Operating
        Company to sell, assign or transfer to a Third Party all or some of the
        shares of the authorised capital of the Operating Company. The State's
        consent shall be granted if its interests are not compromised.

        Once this consent is obtained, the proceeds of the transaction shall be
        determined for taxation purposes, in accordance with generally
        recognised financial techniques and, in accordance with fiscal
        legislation in force in Niger.




29.3    The State shall have the pre-emptive right over any potential acquirer
        to acquire the shares in the Operating Company which a shareholder
        wishes to sell, at the same price, terms and conditions. This
        pre-emptive right shall be exercised by the State and the transaction
        concluded within a period of sixty (60) days from the date of receipt of
        a written notice from the Operating Company to the effect that one of
        its shareholders wishes to dispose of its shares.

        If, within this period of sixty (60) days, no response has been given by
        the State, or no transaction has been concluded, the pre-emptive right
        of the State in respect of this transaction shall be null and void.

29.4    The Company or the Operating Company shall have the same pre-emptive
        right as that of the State in article 19.3 above, for the purchase of
        shares in the event that the State should decide to sell all or part of
        its holding.

        Notwithstanding the provisions of the previous paragraph, the State's
        shares or holdings may be assigned or transferred, without restriction,
        on a priority basis to companies of Niger in which the State holds an
        interest, or to nationals of Niger or companies incorporated under the
        laws of Niger and controlled by the citizens of Niger.

ARTICLE 30 - MODIFICATION

        Any clause which is not covered in this Agreement may be proposed by one
        or the other of the Parties and shall be reviewed with care. Any request
        for modification addressed to one of the Parties must be answered or
        negotiated within thirty (30) days following its receipt. Each Party
        shall strive to reach a mutually acceptable solution and, if
        appropriate, the said clause shall form the subject of an addendum
        approved by an order in Council of Ministers and attached to the
        Agreement.

ARTICLE 31 - NO WAIVER, PARTIAL NULLITY, RESPONSIBILITIES

31.1    NO WAIVER

        Except in the case of explicit or implicit waiver by the Parties in the
        cases specified above, failure by the State or the Company or the
        Operating Company to exercise all or any of their rights and
        prerogatives does not signify a waiver of such rights and prerogatives.

31.2    PARTIAL NULLITY

        If, by mutual agreement of the Parties, any provision of the Agreement
        is declared or deemed to be void and non applicable in whole or in part,
        for any reason whatsoever, this shall not void the Agreement which shall
        remain in force.




31.3    RESPONSIBILITIES

        The Company, the Operating Company and their sub-contractors must take
        out all mandatory insurance policies in accordance with insurance plans
        in force in Niger.

ARTICLE 32 - FORCE MAJEURE

32.1    A Party is not held responsible for the non execution of some of its
        obligations as far it proves that:

        - the non execution was due by a hindrance beyond his control,
        impossible to prevent and foresee its effects on the execution of the
        Agreement and,

        - it would not have been able to reasonably avoid or solve this
        hindrance or, to say the least, its effects.

32.2    A hindrance as indicated a the article 32.1 above can result from the
        events hereunder, this enumeration being not limitative:

        a)  declared or not declared war, civil war, riots, revolutions, acts of
            piracy, sabotages,

        b)  natural cataclysm such as violent storms, cyclones, earthquakes,
            tidal wave, floods, destruction by lighting,

        c)  explosions, fires, destruction of machines, factories and
            installations whatever they are,

        d)  boycotts, strikes , lockout whatever the way, strikes of zeal,
            occupations of factories and premises, interruption of work by the
            staff of the Company asking the exemption of its responsibility,

        e)  licit or illicit acts by the authority, with the exception of those
            a Party assumes the risk under the terms of the Agreement.

32.3    Immediately as the hindrance and its effects on its aptitude to carry
        out its obligations are known, the Party which asks the exemption of its
        responsibility will inform as soon as possible the other Party about
        this hindrance and its effects on the execution of its commitments. An
        announcement will be also given at the expiration of the reason for the
        release of responsibility.

32.4    The motive of the responsibility exemption comes into effect from the
        moment of the hindrance occurs or, if the announcement is not given in
        due course. By not giving this announcement the Party is liable to
        damages which otherwise could have been avoided.

32.5    A motive of responsibility exemption under the present clause, exempts
        the failing Party from the payment of damages, fines and other
        contractual penalties, with the exception payment of interest on due
        sums.

32.6    Besides, it suspends the delay of execution during a reasonable period,
        consequently excluding the eventual right of the other Party to cancel
        the




        Agreement. For the determination of a reasonable period, will be taken
        into account the capacity of the failing Party to resume its execution
        and the interest of the other Party to benefit from this execution in
        spite of the delays. The other Party can suspend the execution of its
        own obligations while waiting for the execution of the obligations of
        the failing Party.

32.7    If the motives of the exemption go beyond one (1) year, one Party or the
        other will have the right to cancel the Agreement through a
        notification.

32.8    Every Party can keep what it has obtained through the execution of the
        Agreement before its termination. Every Party is accountable towards the
        other for any enrichment unrelated to this execution. The final payment
        shall be done immediately.

ARTICLE 33 - BOOKKEEPING, AUDITS AND REPORTS

33.1    The Operating Company undertakes, throughout the term of the Agreement:

        a) to keep detailed accounts in accordance with the chart of accounts in
        force in Niger, together with supporting vouchers attesting its
        accuracy. The books shall be open to audit by State representatives
        specifically retained for that purpose in accordance with current
        legislation;

        b) to open for an audit by duly authorised representatives of the State,
        all accounts or entries located abroad and related to its operations in
        Niger.

33.2    The Operating Company shall at its own expense, have its financial
        statements audited annually by a recognised accounting firm authorised
        to practise in Niger. It shall submit a copy of the auditors' report to
        the Minister, who reserves the right at any time to have the Operating
        Company audited either by the Chambre des Comptes (Public Accounts
        Committee) and the Chambre Administrative (Administrative Chamber), or
        by an inspector of finances, or by a private firm.

33.3    The Company or the Operating Company shall at its own expense, submit to
        the Minister the reports prescribed by the Mining law. The Minister
        reserves the right to demand any modification deemed necessary to the
        presentation of any report. Such modifications shall in no case be
        required for reports already submitted.

33.4    Only duly empowered representatives of the State shall have the
        authority at any time to inspect, without hindering the operations of
        the Company or of the Operating Company , the facilities, equipment,
        material, records and documents relating to the Mining Operations.

33.5    The State reserves the right to obtain assistance at its own cost and at
        any time from an internationally recognised inspection firm in order to
        verify, without




        impeding the operations of the Operating Company, the data submitted by
        the Operating Company or its sub-contractors under this Agreement.

33.6    A control log of metal grade values shall be maintained by the Operating
        Company for each shipment out of the country, and the Minister is
        entitled to have each entry in this log verified and checked by his duly
        authorised representatives.

33.7    All information brought to the knowledge of the State by the Company or
        the Operating Company in the performance of the Agreement shall be
        treated in accordance with the Mining law.

ARTICLE 34 - SANCTIONS AND PENALTIES

        In the event of failure to meet obligations resulting from the laws and
        regulations in force on the date of execution of this Agreement, to the
        extent that the laws and regulations are applicable to the Company or to
        the Operating Company, the sanction and penalties provided for by these
        legislative or regulatory texts shall be applicable, including fines,
        penalties, late-payment interest and all other measures and constraints
        provided for in these texts.

ARTICLE 35 - NOTIFICATIONS

        All communications or notices provided for in this Agreement shall be
        made by registered mail with acknowledgement of receipt or by telex and
        facsimile confirmed by registered mail with acknowledgement of receipt.

        a) All notifications to the State may legitimately be sent to the
        following address:

        MINISTERE CHARGE DES MINES
        BOITE POSTALE 11700
        NIAMEY, NIGER
        FAX: (227) 73.39.69 TEL: (227) 73 27 59

        b) All notices to the Company shall be sent to the following address.

        NORTHWESTERN MINERAL VENTURES INC.
        1000-36 TORONTO STREET
        TORONTO, ONTARIO, M5C 2C5, CANADA
        TEL: (416) 365-6580, FAX: (416) 360-3510

        Any change of address shall be communicated in writing by one Party to
        the other as expeditiously as possible.




ARTICLE 36 - LANGUAGE OF THE CONTRACT AND SYSTEM OF MEASUREMENT

36.1    The Agreement is drawn in the French language. All reports or other
        documents written or to be submitted under this Agreement are to be in
        the French language.

36.2    If the translation into a language other than that of the Agreement is
        to be made, it shall be done exclusively to facilitate the performance
        of the Agreement. In the event of a discrepancy between the French text
        and the translated text, the French text shall prevail.

36.3    The system of measurement applicable is the metric system.

        Done at Niamey, the........             In Five (5) original copies

FOR THE STATE                                           FOR THE COMPANY

MINISTER RESPONSIBLE FOR MINES                          PRESIDENT

MOHAMED ABDOULAHI                                       KABIR AHMED




                                   APPENDIX 1

                                   RESOLUTION

                             ADMINISTRATION COUNCIL

                          NORTHWESTERN MINERAL VENTURES




                                   APPENDIX II

                           ANNUAL RATE OF AMORTIZATION



NATURE OF GOODS TO AMORTIZE                                          ANNUAL RATE OF AMORTIZATION

Exploration expenses, costs of studies and tests                                                20%

Complementary exploration expenses or water supply (prospecting, drilling,
pumping tests, prospecting by underground work through  principal and
secondary galleries, percussion drilling, tunnel shafts, assemblies including
canalizations for water, ventilation and refrigeration)                                         20%

Preliminary mining work expenses (initial discovery, open pit mining
set-up, vertical shafts, tunnel shafts, crosscuts, assemblies, canalizations,
ventilation set-up, landing and storage shafts, including the materials and
equipment of loading ramps, storage and tunnel shafts.                                          20%

Operating costs of the Mining Company including professional training
expenses during the installation and preparation period                                         20%

Financial costs during the installation and preparation period                                  20%

Light constructions from the mining site including shelters, all dismountable
and transportable buildings                                                                     20%

Light buildings with concrete basement                                                          5%

Buildings and permanent structures
       - of industrial use                                                                      5%
       - dwelling, offices                                                                      2%

Roads and water abduction                                                                       5%

Civil engineering (earthwork, foundations, etc)
       - of industrial use                                                                      5%
       - dwelling, offices                                                                      2%

Interior set-up of the workshops                                                                10%







Dwelling and office furniture                                                                   10%

Telephone                                                                                       10%

Fixed compressors                                                                               10%

Machine tools                                                                                   10%

Engines, pumps of less than 5 CV                                                                20%

Engines, pumps of more than 5 CV                                                                15%

Roller conveyors, crane gantries, cranes                                                        10%

Hoists and winches power up to 2 T                                                              10%

Manual hoists and winches                                                                       20%

Small tools                                                                                     20%

Controlling and measuring apparatus                                                             20%

Fixed laboratory equipment                                                                      10%

Mobile laboratory equipment                                                                     20%

Fixed power generators                                                                          10%

Mobile power generators                                                                         10%

Material of distribution H.T.
       - transformers                                                                           5%
       - power shutoff and protection equipment                                                 5%
       - power lines                                                                            5%

Sites of transformation or cellular type switchboard distribution
       - interior type                                                                          5%
       - external type                                                                          5%
       - surface mobile type                                                                    20%
       - underground mobile type                                                                20%

Material of distribution H.T.
       - above ground fixed equipment                                                           10%
       - underground fixed equipment                                                            10%







       - surface mobile equipment                                                               20%
       - underground mobile equipment                                                           20%

Rigid electric cables
       - Surface fixed cables                                                                   10%
       - Underground fixed cables a                                                             10%

Helmet and portable lamps                                                                       20%

Loading benches                                                                                 10%

Surface and underground lighting equipments                                                     20%

Mobile or semi mobile installations for ore preparation and
handling                                                                                        20%

Materials and equipments for the ore treatment plant                                            10%

Underground mobile refrigerators                                                                20%

Underground movable feeder                                                                      20%

Fixed cold chambers                                                                             10%

Materials and equipment of civil engineering, loading, transport,
and handling                                                                                    33.33%


In the event that the life expectancy of the Mines would be shorter than the
amortization period foreseen above, these rates of amortization will be adjusted
to the lifespan of the Mine as determined by the Feasibility study.




                                  APPENDIX III

LIST MATERIALS, MACHINERIES AND EQUIPMENT FOR THE MINING OPERATIONS, WHICH ARE
EXEMPTED OF ALL DUES, ROYALTIES AND TAXES AT THE EXCEPTION OF THE STATISTICAL
TAX

      - CHAP 2: salt; sulphur; earth and stones; plaster; lime and cement.
                    - 25-01, 25-03 to 25-08, 25-10 to 25-13, 25-16, 25-17,
                    25-20, 25-21 to 25-30

      - CHAP 27: mineral fuel, mineral oil and products from their distillation,
             bituminous substances, mineral waxes.
                     Whole chapter except:
                      - 27-10-00-32 and 33           = Gasoline
                      - 27-10-00-42                  = Kerosene
                      - 27-10-00-51                  = Diesel fuel
                      - 27-10-00-61                  = lubricating oils
                      - 27-10-00-62                  = for hydraulic brakes
                      - 27-10-00-63                  = Greases
                      - 27-10-00-69                  = others oils
                      - 27-11-13-00                  = Butane gas
                      - 27-16-00-00                  = Electric power

      NB: Will be eligible to an exemption the following products under
      following conditions:

                      - 27-10-00-42                  Kerosene used for chemical
                                                     treatments
                      - 27-10-00-51                  Diesel fuel

      Industrial diesel used in the fixed installations or for the vehicles and
      machines dedicated for mining operations will be coloured to distinguish
      it from diesel used for travelling.

                      - 27-10-00-61                  = lubricating oils
                      - 27-10-00-62                  = for hydraulic brakes
                      - 27-10-00-63                  = Greases
                      - 27-10-00-69                  = other oils

      For the four (4) positions above, the exemption will be applicable if the
      lubricating oils, lubricants and other oils are used for fixed
      installations and machines that are not affected for public transport.




      - CHAP 28: Inorganic chemicals; inorganic or organic compounds of precious
             metals, radioactive elements, rare earth metals and isotopes. Whole
             chapter

      - CHAP 29: Organic chemicals
             Whole chapter

      - CHAP 31: Fertilizer
                  - 31-02-21-00                     = Ammonia sulphate
                  - 31-02-30-00                     = Ammonium nitrate, even
                                                      aqueous solution

      - CHAP 32: Tanning extracts; tannins and their derivatives; pigments and
             other colouring substances; paints and varnishes; mastics; inks.
             Whole chapter if industrial use

      - CHAP 34: Soaps, detergents, preparations for lubricants, artificial
             waxes, maintenance products, candles and similar articles,
             modelling paste, dental waxes and plaster substances.
                  -34-02, 34-03

      - CHAP 35: Albuminoidal substances, products with starches, clues,
             enzymes.
                  -35-05, 35-06

      - CHAP 36: Explosives, pyrotechnic articles, matches, inflammable alloys.
                  -36-02, 36-03

      - CHAP 37: Photographic or cinematographic products
                  -37-01 to 37-05, 37-07 exonerated if (*)

      - CHAP 38: Various products of chemical industries.
             Whole chapter except
                  -38-11

      - CHAP 39: Plastics and plastic works.
             Whole chapter, except articles for domestic uses

      - CHAP 40: Rubber and rubber works.
             Whole chapter except:
                  -40-11 and 40-13 but exonerated for vehicles eligible to the
                  exemption
                  -40-14

      - CHAP 42: Leather and leather works, saddles, travel articles, handbags
             and similar bags, works in bowels.
                  -42-03, 42-04




      - CHAP 44: Wood and wood works, charcoal.
             Whole chapter except:
                  -44-01, 44-20
                  -44-21 for this position, articles for technical use will be
                  exempt.

      - CHAP 45: Cork and cork works
             Whole chapter

      - CHAP 48: Papers, paperboards and works made from these substances.
             Whole chapter if for technical use

      - CHAP 49: Publishing and press products or from other graphic industries,
             handwritten or typed texts and plans.
                  -49-05

      - CHAP 59: Impregnated fabrics, covered or stratified coatings;
             technical articles in textile.
                  -59-01 to 59-03 exonerated if for technical use
                  -59-09
                  -59-10 exonerated if for industrial use
                  -59-11

      - CHAP 62: Clothing and clothing accessories, others that in button
             factory.
             -62-03 working uniform for industrial use

      - CHAP 64: Shoes, legging and other similar articles.
                  -64-01 rubber boots for industrial use
                  -64-02 safety shoes for industrial use
                  -64-03 safety shoes for industrial use
                  -64-06 greaves, leggings for industrial use

      - CHAP 65:  Hats and hat parts
                  -65-06-10-00 safety helmets

      - CHAP 68: Stone works, plaster, cement, asbestos, mica or similar
             substances.
             Whole chapter except:
                  -68-01 to 68-03, 68-09, 68-15

      - CHAP 69: Ceramic products
             Whole chapter except:
                  -69-08, 69-10 to 69-14

      - CHAP 70: Glasses and glass works
             Whole chapter
                  -70-01, 70-02, 70-09, 70-11 to 70-13, 70-15, 70-18 and 70-20




      - CHAP 72: Iron, cast iron, steel
             Whole chapter, if for an industrial use

      - CHAP 73: Cast iron, iron or steel works
             Whole chapter except:
                  -73-16, 73-19, 73-21, 73-23
                  -73-40 exonerated if for technical use

      - CHAP 74: Copper and copper works
             Whole chapter except:
                  -74-13, 74-17, 74-18
                  -74-19 exonerated if for technical use

      - CHAP 76: Aluminium and aluminium works
             Whole chapter except:
                  -76-15
                  -76-16 exonerated if for technical use

      - CHAP 78: Lead and lead works
             Whole chapter except:
                  -78-01
                  -78-06 exonerated if for technical use

      - CHAP 79: Zinc and zinc works
             Whole chapter except:
                  -79-06 exonerated if for technical use

      - CHAP 81: Other common metals and works made from these substances
             Whole chapter if for technical use

      - CHAP 82: Tools and set of tools, cutlery, plates, dishes and parts of
             these articles in base metals.
             Whole chapter except:
                  -82-10, 82-12 to 82-15

      - CHAP 83: Various base metal works
             Whole chapter except:
                  -83-01, 83-02         exonerated if for industrial use
                  -83-04, 83-04         office supplies exonerated if article is
                                        for technical use
                  -83-06, 83-08         exonerated if for industrial use
                  -83-10, 83-11         exonerated if for industrial use

      - CHAP 84: Nuclear reactors, boiler, machinery, mechanical engines and
             apparatuses; parts of these engines or apparatuses.




             Whole chapter except:
                  -84-14-51, 84-15, 84-18       exonerated if for industrial use
                  -84-20
                  -84-21-12, 84-21-22, 84-21-91, 84-22-40, 84-23
                                                exonerated if for industrial use
                  -84-21-81-10
                  -84-24-81-20                  exonerated if for industrial use
                  -84-32 to 84-42
                  -84-43                        exonerated if for industrial use
                  -84-44 to 84-55
                  -84-69 to 84-71               exonerated if for industrial use
                  -84-74 to 84-75

      NB:

      1(degree))  For position 84-09, the parts and the spare parts of the
                  machinery and vehicles included under chapter 87, will be
                  exonerated.

      2(degree))  Spare parts of motors and machinery indicated at 84-284-29 and
                  84-30 8, as well the parts and spare parts of engine motors
                  and vehicles included under chapter 87, will be exonerated
                  (vehicles for special use, compressors, cranes,
                  concrete-mixers, power generators, etc.)

      - CHAP 85: Machinery, electric apparatuses and equipment and their
             parts; sound recording, sound reproduction, image recording and
             image reproduction equipment, television, and their parts and
             accessories.
             Whole chapter except:
                  -85-06
                  -85-09                        exonerated if for industrial use
                  -85-10
                  -85-16 water-heater           exonerated if for industrial use
                  -85-17                        exonerated if for industrial use
                  -85-18                        exonerated if industrial use
                  -85-19 radios, combined radio sets and their spare parts
                  -85-20
                  -85-21                        exonerated if for industrial use
                  -85-23
                  -85-24                        exonerated if for industrial use
                  -85-25                        exonerated if for industrial use

        NB: Articles indicated at 85-19, transmitters, receivers, antennas and
        their parts under 85-27, 85-28, and 85-29 will be exonerated if for
        industrial use.

      - CHAP 86: Railway vehicles and equipment and their spare parts;
             mechanical and electro mechanical apparatuses for railroad
             signalisation.
             Whole chapter except:




                  -86-01                        exonerated if for industrial use
                  -86-03                        exonerated if for industrial use
                  -86-05

      - CHAP 87: Motor vehicles, tractors and other vehicles, their parts and
             accessories.
             Whole chapter except :
                  -87-02     motor vehicles for public transport
                  -87-03     private cars and other motor vehicles
                                                 exonerated if for technical use
                  -87-04     motor vehicles for goods transportation
                                                 exonerated if for technical use
                  -87-08     parts and accessories of the motor vehicles under
                             87-01 to 87-05
                  -87-10
                  -87-11     exonerated for mining exploration

                  -87-12, 87-13
                  -87-14     exonerated for vehicles dedicated for technical use
                  -87-15 -87-16-20-00            exonerated if for technical use
                  -87-16-39-10, 87-16-80-10

      - CHAP 90: Optical instrumentation and apparatuses for photography,
             cinematography, control and precision measurements; medico-surgical
             instrumentation and apparatuses; their parts and accessories.
                  -90-04 except 90.04.90.10 (corrective glasses)
                  -90-06                         exonerated if for technical use
                  -90-11, 90-12, 90-14 to 90-17
                  -90-20                         exonerated if for technical use
                  -90-22, 90-24 to 90-33

      - CHAP 91: Clock-making
                  -91-06, 91-07, 91-14-90-00     exonerated if for technical use

      - CHAP 94: Medico-surgical furniture and furnishings, bed linen articles
      and similar items; lighting equipments not mentioned nor included
      elsewhere; lamps and neon-tube for advertisement and similar items.
                  -94-03, 94-05, 94-06           exonerated if for technical use

      - CHAP 96: Various works
                  -96-04        sieve and hand screeners
                  -96-08        markers
                  -96-11        if for technical use (labelling apparatuses)
                  -96-12        if for technical use (for apparatuses)




                  The above list is enumerative and consequently can be modified
                  according to the needs by a written request to the Director of
                  the Mines for an approval.

                                   APPENDIX IV

DELIMITATION OF THE PROSPECTING PERMIT PERIMETER OF IRHAZER

The perimeter of "Irhazer" is located in the Agades area, department of
Tchirozrine.

The coordinates of the perimeter as represented at appendix V on the 1/200 000
scale topographic map are:

Points                      Longitude               Latitude

A.                      07(degree) 00' 00"     17(degree) 42' 00"

B.                      07(degree) 16' 00"     17(degree) 42' 00"

C.                      07(degree) 16' 00"     17(degree) 08' 15"

D.                      06(degree) 49' 44"     17(degree) 08' 15"

E.                      06(degree) 49' 44"     17(degree) 16' 00"

F.                      07(degree) 00' 00"     17(degree) 16' 00"

The licence thus defined covers a surface of approximately 2000 km(2).




                                   APPENDIX V

                                 TOPOGRAPHIC MAP




                                   APPENDIX VI

                                  WORK PROGRAM

INTRODUCTION

1- MINING POTENTIAL EVALUATION OF THE IRHAZER PERMIT

The history of the uranium deposits and showings discoveries in the Tim Mersoi
Basin reveals the following observations:

      a)  The economic uranium mineralization is essentially associated to
          sandstones and conglomerates units, inter bedded in silteous clay with
          a high content of organic vegetation substances or laying on a major
          erosion discontinuity.

      b)  A tectonic structural control of the uranium mineralization,
          particularly by the Arlit flexure-fault and its satellite fault zones.

      c)  The presence of the mineralization in the neighbourhood of the Air
          crystalline basement, particularly in the areas of acid volcanic
          activity and plutonic granite.

      d)  Uranium mineralized host formations are more recent toward the South
          and the West of the Mersoi Basin. Consequently, the uranium showings
          located above 19(degree) N are in Devonian-Carboniferous formations
          while the Arlit and Akouta deposits further south are in the
          Permian-Carboniferous.

          The Imouraren deposit at 18(degree) N is within the Tchirezrine
          sandstones from Jurassic (Agades Group) while the Abokorum-Azelik
          deposits further south are associated to lenses of sandstones at the
          base of the Irhazer that are from Lower Cretaceous.

The Irhazer prospecting permit is located about 80 km to the West of the Air
crystalline basement in the Agades area of Niger. The desert area has a
monotonous relief and covered by sand, the topography varies from 382m to 451m
above sea level.

The perimeter is almost entirely covered by Irhazer shales, outcrops of
sandstones can be found near some faults.

In regard to the tectonic features, uranium mineralization could be associated
to the two zones of faults that run N30(degree) to N45(degree) across the
permit. One zone goes from the Air basement (Tamaze zone) to the Geleli-Azelik
deposit and in between along the Azouza and Ilarhassane Mounts. The second zone
runs across the southern part of the permit along Gagochia, Mount Teliguinit and
Mount Tin Negoran.

The sandstones lenses at the base of the Irhazer are the stratigraphic
exploration targets.




An airborne magnetic/radiometric survey funded by IRSA was carried out in
1974-75 by Northway Survey Corporation over the Irhazer permit.

2- OBJECTIVES

Northwestern Mineral Ventures Inc. does not have specific criteria concerning
the grade and tonnage of uranium mineralization for the start up of a mining
operation; the decision will rest on the profitability of the project.

In regard to the evolution of the mining methods, the company plans to look for
low grade deep-seated deposits.

WORK PROGRAM FOR THE FIRST YEAR

    o   Marking of the perimeter boundary

    o   Airborne magnetic/radiometric survey

    o   Geological mapping

    o   Ground follow up

Execution of a high sensitivity airborne survey magnetic/radiometric; 5000 line
kilometres will be flown at a line spacing of 400m. The ground interval of the
measurements will be about 25m at a reading sequence of 0,5 second.

Ground follow up of the anomalies detected by the airborne survey and geological
mapping at 1: 20 000 and 1: 50 000 scales.

WORK PROGRAM FOR THE SECOND YEAR

    o   Ground follow up

    o   Geological mapping

    o   Drilling

Another local geologist and a technician will be hired during the second year.
Geological mapping at 1: 10 000 will be carried out over the sites of interest
if the density of the outcrops is sufficient.

The reverse circulation drilling will be carried out at an average depth of 400
meters, the drilling grid interval will be determined from the number and size
of the radiometric anomalies. The down hole measurement interval of the
radiometry will be one meter.

The drilling samples will be assayed for uranium and multi elements using the
ICP method.




WORK PROGRAM FOR THE THIRD YEAR

    o   Geological mapping

    o   Drilling

Drilling will be also the main activity during the third year in order to
achieve a pre feasibility study the following year. The drilling grid interval
will be 100m for the evaluation of the uranium resource.

BUDGET

FIRST YEAR                                                              $ US

        - Contribution to the technical training                       20 000
        - Wages of the expatriate personnel                            15 000
        - Wages of the local personnel                                 30 000
        - Airborne Survey                         5000 km X $14        70 000
        - Vehicle purchase                                             15 000
        - Equipment purchase and lease                                 10 000
        - Office, field camp                                           10 000
        - Travel, communications                                       10 000
        - Consumables, fuel                                            10 000
        - Miscellaneous                                                10 000

                                                                 TOTAL 200 000

SECOND YEAR

         - Contribution to the technical training                      20 000
         - Wages of the expatriate personnel                           40 000
         - Wages of the local personnel                                30 000
         - Reverse circulation drilling           6000 m X $50         300 000
         - Down hole geophysics                   6000 m X $10         60 000
         - Chemical assays                        6500 X $8            52 000
         - Vehicle purchase                                            15 000
         - Equipment purchase and lease                                15 000
         - Office, field camp                                          15 000
         - Travel, communications                                      15 000
         - Consumables, fuel                                           15 000
         - Miscellaneous                                               23 000

                                                               TOTAL   600 000




THIRD YEAR                                                             $ US

        - Contribution to the technical training                      20 000
        - Wages of the expatriate personnel                           70 000
        - Wages of the local personnel                                75 000
        - Reverse circulation drilling            15500 m X $50       775 000
        - Down hole geophysics                    15500 m x $10       155 000
        - Chemical assays                         16500 X $8          132 000
        - Equipment purchase and lease                                25 000
        - Office, field camp                                          40 000
        - Travel and communications                                   30 000
        - Consumables, fuel                                           25000
        - Miscellaneous                                               53 000

                                                             TOTAL    1 400 000

THREE YEARS BUDGET                                            2 200 000 $ US

NB. The marking of the boundary, the geological mapping and the ground follow up
of the radiometric anomalies are included in the wages. Control assays will be
carried out on 5% of the samples.

Local permanent personnel will include a senior geologist who will be assigned
project director, a secretary, a driver and two watchmen, a consultant will be
hired for specific tasks.

Additional personnel will be recruited on a temporary basis during the field
season.

EX-3.G

REPUBLIC OF NIGER
MINISTRY OF MINES AND ENERGY

- ----------------------------

                                MINING AGREEMENT

                                     BETWEEN

                              THE REPUBLIC OF NIGER

                                       AND

                       NORTHWESTERN MINERAL VENTURES INC.

                           FOR THE IN GALL CONCESSION




MINING AGREEMENT

BETWEEN:      THE REPUBLIC OF NIGER acting through his Minister of Mines duly
              authorized and empowered under the Mining Law; (Hereinafter called
              the "State ")

              ON ONE HAND;

AND           NORTHWESTERN MINERAL VENTURES INC., represented by Mr. Kabir
              Ahmed, duly authorized and empowered by a resolution of its Board
              Directors or any other document acceptable under the legislation
              of Northwestern Mineral Ventures Inc. confirming of the
              aforementioned authorization and whose original copy is annexed to
              the Agreement as Appendix I; (Hereinafter called the "Company"

              ON THE OTHER HAND;

In the matter of the Constitution,

Considering the Decree N(degree)93-016 of March 02, 1993 relative to the
prospecting, exploration, exploitation, ownership, possession, circulation,
trade and the transformation of mineral or fossil substances on the territory of
the Republic of Niger and the texts enacted for its application,

Considering the importance which can play the mining sector in the economic
development of the Republic of Niger,

Considering the desire for the Government to diversify exploration and mining
production in Niger,

Considering the importance of investments necessary for the exploration of the
mining substances,

Considering the technical and financial capacities of the Company on one hand
and the desire to begin Mining Operations within the limits of the territory of
the Republic of Niger on the other hand,

                     IT WAS COVENATED AND AGREED AS FOLLOWS:




TITLE 1 - GENERAL PROVISIONS

FIRST ARTICLE - DEFINITIONS

        For the purposes of the present Agreement, the terms enumerated below
        will have the following definitions:

"AGREEMENT"

        means present Agreement including any amendments or modifications to it
        and all its appendices.

"DATE OF FIRST COMMERCIAL EXPEDITION"

        means the date in which was realized the first sale or delivery of
        Products, either in Niger or for the export, with the exception of
        operations made on a test basis.

"CURRENCY"

        means any freely convertible currency other than the CFA franc, the
        official currency of the State.

"STATE"

        means the Government of the Republic of Niger, its ministries,
        departments, directions, bodies and any authorities or national,
        regional, urban or local communities.

"FEASIBILITY STUDY"

        means a report stating the feasibility of the exploitation of a Ore
        Deposit within the Perimeter and exposing the program for its
        exploitation, which should include, as a guide but without limitation:

a)      an assessment of the size and quality of the mining reserves;

b)      a determination of the suitability of the Ore to a metallurgical
        processing;

c)      a planning for the mining operations;

d)      presentation of a program for the construction of the Mine, setting out
        the details of the works, equipments, installations and supplies
        required for the commercial production of a ore body or potential
        Deposit as well as estimated costs relating to it, accompanied with
        forecasts of annual expenditures;

e)      a report on the socioeconomic impact of the Project;

f)      a study of the Project's impact on the environment (soil, water, air,
        fauna, flora and human settlements) with appropriate recommendations;

g)      set up of a plan related to the marketing of the Products, covering the
        anticipated points of sale, customers, conditions of sale and prices;




h)      complete financial projections for the period of exploitation;

i)      conclusions and recommendations of the economic feasibility and the
        calendar for bringing the commercial production on line, taking into
        account the above listed points, from (a) to (h); and

j)      any other information that the Party performing the Feasibility Study
        would consider useful to convince any banking or financial institutions
        to lend the funds necessary for the exploitation of the Deposit.

"DEPOSIT"

        means any Mineral Deposit recognized by a Feasibility Study as being
        commercially viable.

"MARGINAL DEPOSIT"

        means a Deposit of size and quality known, by a Feasibility Study but
        deemed economically unprofitable by the Parties.

"LIBOR "

        means inter bank interest rate offered in London for a period of three
        (3) months and quoted by any international bank.

"MINING LAW"

        means the Decree 93-016 of March 02, 1993;

"MINES"

        means:

        a)    any open pits, shafts, tunnels, audits, underground or not,
              realized or built after the completion of a Feasibility Study and
              from which the Ore was or will be removed or extracted by any
              process, in quantity greater than that required for sampling,
              analysis or evaluation;

        b)    furniture and other installations for the treatment, processing,
              storage and removal of the Ore and the waste, including residues;

        c)    tools, equipments, machinery, buildings, installations and
              improvements for the exploitation, transformation, handling and
              transport of the Ore, waste and materials;

        d)    dwellings, offices, roads, landing strips, power lines, power
              generating plants, installations of evaporation and drying,
              piping, railroads and other infrastructures for the above
              purposes.

"ORE"

        means everything extracted from the Deposit containing the Mineral
        Substances.




"MINISTRY"

        means the Ministry responsible for the Mines.

"MINISTER"

        means the Minister responsible for the Mines.

"MINING OPERATIONS"

        means all the operations related to the various stages of the mining
        activity and including: prospecting, exploration, exploitation, primary
        processing, physical and chemical concentration of ore and transport of
        product. The following secondary activities carried out inside the
        industrial park of the Company and its dependences are included in the
        mining operations:

              -     the maintenance of machinery and installations,

              -     production, transport, supply of electricity and water,

              -     management of tributaries,

              -     construction and maintenance of access roads,

              -     management of the environment.

"PARTICIPATION OF THE STATE"

        means the participation of the State in the authorized capital of the
        Operating Company as detailed at the article 15 of the Agreement.

"PARTY"

        means the State or the Company.

"PARTIES"

        means the State and the Company.

"PERIMETER"

        means the perimeter defined in the prospecting permit and\or the
        perimeter defined in the exploitation permit, as the case may be; it can
        be modified in accordance with the provisions of the Mining Law.

"PRODUCTS"

        means any Ore or any Mineral Substances extracted from the Perimeter for
        commercial purposes under this Agreement.

"PROJECT"

        means the activities related to the Perimeter and undertaken under this
        Agreement.




"COMPANY"

        means the moral person to whom the prospecting permit has been
        delivered.

"AFFILIATED COMPANY"

        means every moral person who controls directly or indirectly a Party or
        is controlled by a physical or moral person who controls a Party. By
        control shall be understood as the direct or indirect power to influence
        management and decision making, or to do it by the exercise of voting
        rights.

"OPERATING COMPANY"

        means the company established between the Parties in accordance to the
        article 14 of the Agreement for the exploitation and marketing of the
        Mineral Substances include in the exploitation permit.

"MINERAL SUBSTANCE"

        means all concentration of minerals and\or metals.

"THIRD PARTY"

        means every physical or moral person other than contracting Parties and
        Affiliated Companies.

"$ US"

        means dollar of United States of America.

"DOLLARS US"

        means dollars of United States of America.

ARTICLE 2 - OBJECT OF THE AGREEMENT

        The object of this Agreement is specifically to set forth the legal,
        financial, fiscal, economical, administrative, customs and social
        general conditions which the Company will proceed with exploration works
        inside the Perimeter defined in the Prospecting Permit and also for the
        Operating Company for the exploitation within the perimeter defined in
        the exploitation permit.

ARTICLE 3 - PROJECT DESCRIPTION

        The Project consists of:

        a)    performance by the Company, at its expenses and under its controls
              and management, of exploration works;

        b)    performance, to the extent that the Company deems appropriate, of
              a Feasibility Study and, should the Feasibility Study proves
              positive, mining of the ore body or ore bodies in accordance with
              the provisions of articles 14 to 16 hereunder.




ARTICLE 4 - COOPERATION

        The State declares its intention to facilitate, according to the
        regulations in force, all the exploration works which the Company will
        make by all the means which it deems appropriate. The same will apply
        for the mining, marketing, processing and refining of the Products by
        the Operating Company.

ARTICLE 5 - APPLICABLE LAW

        The law applicable to this Agreement is the law of the Republic of
        Niger. It is expressly agreed that throughout the duration of its
        validity period, the Agreement shall constitute the law between the
        Parties, subject to general provisions of public order.

ARTICLE 6 - EFFECTIVE DATE

        The Agreement shall enter into effect from the date of its approval by
        decree during a Council of Ministers.

ARTICLE 7 - TERM

        The Agreement is valid from the effective date for a term of thirty (30)
        years. In the event that the useful life expectancy of the Ore Deposit
        exceeds the term of the Agreement, the Parties should negotiate a new
        Agreement in accordance with the laws and regulations then in effect.
        The Agreement shall terminate, before the expiration of the term, in the
        following cases:

        a) By written consent of the Parties;

        b) In the event of total renunciation by the Company or by the Operating
        Company of its mining titles, of expiration or withdrawal of the latter
        in accordance with the provisions of articles 59 and 60 of the Mining
        Law;

        c) In the event of bankruptcy, receivership, disposal of goods or
        similar collective procedures on the part of the Company or the
        Operating Company.

ARTICLE 8 - SETTLEMENTS OF DISPUTES

8.1     The Parties agree to attempt to settle any dispute or litigation arising
        from the interpretation or application of the Agreement by mutual
        consent in Niger.

8.2     The Parties agree to submit any dispute or litigation relating
        exclusively to technical matters that cannot be settled by mutual
        consent, to an expert of a nationality other than those of the Parties,
        known for his/her technical expertise, and selected jointly by the
        Parties. The decision of this expert shall be handed down within sixty
        (60) days following his/her appointment and shall be final and without
        appeal. In the event of disagreement between the Parties on the
        designation of the expert, the Parties shall resort to arbitration in
        accordance with




        the provisions of the article 8.3 hereunder. The cost of the technical
        arbitration shall be shared equally between the Parties.

8.3     Subject to the provisions of articles 8.1 and 8.2 above, any dispute or
        litigation relating to the Agreement shall be settled by arbitration in
        accordance with the title IV of the treaty concerning the harmonization
        of the corporate law in Africa (OHADA treaty).

8.4     On the assumption that an arbitration subjected to the regulation of the
        Common Court of justice and arbitration would be impossible for reasons
        outside the will of Parties, any disagreement relating to the Agreement
        that should initially have been subjected to the regulation of this
        Court, will be solved definitively in accordance with the arbitration
        regulation of the International Chamber of Commerce ( ICC) of Paris.

8.5     However, the Niger government undertakes to do anything which could
        hinder the procedures included in the Agreement for the regulation of
        disagreement.

8.6     The language of the arbitration will be the French language.

TITLE II - EXPLORATION WORK

ARTICLE 9 - ISSUE OF EXPLORATION PERMITS TO THE COMPANY

9.1     Within (30) days following the effective date of the Agreement and
        upon presentation of an application in accordance with the requirements
        of the Mining Law, the State shall issue an exploration permit to the
        Company for the Perimeter defined in appendix IV.

9.2     The exploration permit will grant the Company all the rights given under
        the Mining Law for exploration permits, while binding it to the
        associated obligations.

9.3     In any event, as soon as the exploration permit is issued, the Company
        is required to open an office in Niger to co-ordinate the exploration
        work covered by the Agreement. The Company's office manager in Niger
        shall be given sufficient power to decide on any issue relating to the
        exploration work which may be considered part of the day-today operation
        of such work.

ARTICLE 10 - WORK SCHEDULE AND EXPLORATION EXPENSES

10.1    During the first period of validity of its exploration permit, the
        Company undertakes to:

        -     to carry out within the Perimeter, the exploration work program
              provided at appendix VI of the Agreement,




        -     to spend a minimum amount equal to two millions two hundred
              thousand (2 200 000) dollars US for the realization of these works
              as follows:

              First Year:                   US $ 200 000
              Second Year:                  US $ 600 000
              Third Year:                   US $ 1 400 000

10.2    For each subsequent period of validity, the Company shall submit to the
        Minister its proposals for exploration work and expenditures at each
        renewal period of its exploration permit.

10.3    Assays of samples

        The Company is bound to notify the appropriate departments of the
        Ministry of its desire to analyze samples collected during exploration
        work. Such notification shall include: the number and weight of samples
        and the references of the assaying laboratory. A witness sample shall be
        kept in Niger by the Company. Assays on samples collected during
        exploration shall be performed in Niger to the extent that the services
        are available at competitive prices, quality quantity and acceptable
        delivery time. Without these conditions, the analyses can be made
        abroad. The export of any sample is subject to a prior authorization by
        the relevant departments of the Ministry. All the assay results with its
        positioning, which have to include multi elements, shall be communicated
        to the Ministry on digital support.

10.4    The Company shall use local services for drilling, geophysics,
        geochemistry, geology, assays, etc. as far as these services are
        available at competitive prices, quality, and acceptable delivery time.

10.5    Exploration expenditures shall consist:

        -salaries, wages and miscellaneous expenses of the personnel engaged
         in exploration work relating to the Perimeter on the basis of hours
         actually worked;

        -depreciation of equipment belonging to the Company used in
         exploration work relating to the Perimeter. This depreciation shall be
         equal to the difference between the initial value of such equipment and
         the market value or surrender value thereof after its use for the work
         within the Perimeter. The amount of the aforesaid depreciation shall be
         allocated in a proportionate manner when it is used on several
         projects;

        -expenses incurred in Niger in the execution of research works:
         services and consumables;

        -expenses incurred abroad for the performance of exploration work:
         goods and services;

        -expenses incurred abroad at flat rate of ten percent (10 %) on
         overheads incurred in Niger;




        -duties, income tax, royalties, taxes, levies and contribution paid in
         Niger relating to exploration work within the Perimeter.

        For the purpose of auditing these expenditures, accounting shall be
        organized in such a way to distinguish exploration expenses from
        administration expenses.

SECTION 11 - INFORMATION GATHERED DURING THE PERFORMANCE OF EXPLORATION WORK

11.1    Throughout the period of validity of the exploration permit or of any
        subsequent extension thereof, the Company shall submit to the State all
        reports, maps, drilling logs, airborne survey data and all raw data
        which it has acquired during the exploration period.

11.2    The reports and data mentioned in section 11.1 above shall become the
        property of the State upon their receipt. However, they can be divulged
        by the State to Third Parties only in accordance with the Mining Law.

SECTION 12 - WAIVER OF THE EXPLORATION PERMIT

12.1    The Company may, in accordance with the Mining Law, waive its
        exploration permit in whole or in part for justifiable technical reasons
        or in the event of force majeure. One such justifiable technical reason,
        for example, would be if the results of exploration after at least one
        year of work as described in appendix VI, failed to yield clear
        encouragement for the continuation of exploration work within the
        Perimeter.

12.2    In the event of a total renunciation of the exploration permit for
        reasons other than those outlined in the preceding paragraph, the State
        shall recover all its rights. The amount of all exemptions granted to
        the Company in accordance with the provisions of the Mining Law shall be
        updated on the date of receipt of the application for renunciation. The
        Company shall reimburse the State the updated amount of these exemptions
        within sixty (60) days of the date of receipt of the application for
        renunciation.

SECTION 13 - FEASIBITY STUDY AND MARGINAL DEPOSITS

13.1    The Company shall carry out a Feasibility Study in accordance with
        Section 3 above. If, at the conclusion of the exploration work within he
        Perimeter, the Company has discovered only a Marginal Deposit, the State
        may extend the validity of its permit to the perimeter of the said
        deposit as outlined by the Feasibility Study, in accordance with section
        29 of the Mining Law and at the request of the Company.

13.2    However if, the State considers that the conditions for mining the
        deposit are all met, or if it does not agree that the deposit is not
        marginal, it may ask the Company to proceed to the mining phase in
        accordance with the provisions of




        articles 14 to 16 hereunder. Without a response from the Company within
        a period of ninety (90) days following the date of receipt of the
        request from the State, or in the event of a negative response, the
        State shall have the right to mine the deposit alone or in association
        with Third Parties. The exploration expenses incurred by the Company
        shall be reimbursed during the mining phase in accordance with
        provisions to be agreed upon mutually between the Parties.

PART III  MINING OPERATIONS

ARTICLE 14 - OPERATING COMPANY

14.1    In the event of the discovery of a Deposit within the Perimeter of the
        exploration Permit, an Operating Company shall be duly incorporated in
        accordance with legislation governing the status of Companies in the
        Republic of Niger. The Operating Company shall have as objectives, the
        extraction, processing and marketing of the Mineral Substances for which
        its permit is granted.

14.2    The State shall, in accordance with the Mining Law, grant the Operating
        Company an exploitation permit within the perimeter of the exploration
        permit.

14.3    The Parties shall decide upon the corporate name of the Operating
        Company upon its incorporation. The head office of the Operating Company
        shall be situated in the Republic of Niger, at a location selected by
        mutual decision of the Parties.

ARTICLE 15 - PARTICIPATION OF THE STATE

15.1    It is agreed that, in accordance with the Mining Law, ten per cent (10%)
        of the capital of the Operating Company shall be allotted to the State,
        without any financial contribution on its part, as initial free
        interest.

15.2    In the event of an increase in the capital of the Operating Company,
        decided upon by an Extraordinary General Meeting of the shareholders,
        ten per cent (10%) of the new shares shall be allotted to the State in
        order to maintain the percentage of its initial interest mentioned in
        article 15.1 above. The State shall have no obligation by virtue of its
        interest mentioned in article 15.1 above to contribute to the cost of
        exploration, Feasibility Studies or the development costs of the
        Deposit.

15.3    The State or any other governmental body which it will designate shall
        subscribe in numerary a maximum of twenty per cent (20%) of the
        authorised capital of the Operating Company at the time of its
        incorporation. Failure by the State to subscribe to the authorised
        capital of the Operating Company at the time of its incorporation shall
        cause the State to lose its right of subscription. The Company will then
        hold all the shares of the Operating Company Company, less the ten per
        cent (10%) interest allotted to the State by virtue of article 15.1
        above.




15.4    The shares issued to the State by the Operating Company shall be of the
        same type as those issued to its principal shareholder and, subject to
        the provisions of articles 15.1 and 15.2 above, shall carry the same
        rights and obligations

15.5    The State's interest in the authorised capital of the Operating Company
        by virtue of section 15.3 above obliges it, as of the date of
        incorporation of the Operating Company, to contribute in numerary
        proportionally to its interest, to all the financial commitments of
        whatsoever nature, contribution of capital, advances by shareholders,
        bank loans and other borrowings costs, disbursements and losses.

15.6    The State's interest entitles it to a corresponding percentage of all
        distributed income.

15.7    It is understood that the Parties shall assist one another in seeking
        financing for the mining project and shall, in accordance with
        international practice, provide all the information requested by
        financial institutions. However, the present clause shall not have the
        effect of imposing upon a Party the obligation to guarantee loans other
        than its own. The Parties agree that the part or all of the financing
        for the development and mining of any Deposit(s) may be negotiated and
        arranged by the Company with a bank or other financial institution on
        the best, most reasonable and most competitive conditions available.

ARTICLE 16 - TREATMENT OF EXPLORATION EXPENSES

16.1    Exploration expenses incurred by each Party for exploration work within
        the perimeter of the permit shall be updated as of the date of issue of
        the mining permit. The terms of the update shall be mutually agreed upon
        by the Parties.

16.2    The expenses incurred by the Company for the exploration work within the
        perimeter of the permit shall be calculated in accordance with the
        provisions of article 10.4 of this Agreement.

16.3    Any expenses have been claimed by the State.

16.4    Exploration expenses incurred by the State and by the Company shall be
        entered as initial capital costs. The method of reimbursement of such
        expenditures shall be mutually agreed upon between the parties.

ARTICLE 17 - CESSATION OF THE MINING OPERATION

        If the Operating Company contemplates a cessation of its operations for
        any reason whatsoever, it shall notify the Minister in writing with
        supporting documentation. At that time, the Parties shall meet to decide
        upon the appropriateness of such a measure, without prior interruption
        of the mining operations.




        The Operating Company may interrupt its activities if the Minister does
        not authorise the cessation within a period of thirty (30) days
        following the date of receipt of the written notice from the Operating
        Company. This time period may be reduced to five (5) days in the event
        of a temporary shut-down. It remains understood that in the event of
        case of force majeure as outlined in article 32 hereunder, a temporary
        shut-down may immediately follow upon the written notice to the
        Minister. The authorisation shall not be unreasonably withheld.

PART IV - RIGHTS, OBLIGATIONS AND ADMINISTRATION

ARTICLE 18 - PURCHASING AND PROCUREMENT

        The Company, the Operating Company and their sub-contractors shall, as
        far as possible, use services and raw materials from local sources, as
        well as products manufactured in Niger, to the extent that such
        services, raw materials and products are available on competitive
        prices, quality, guarantees and delivery time.

SECTION 19 - EMPLOYEMENT OF NATIONAL PERSONNEL

19.1    Throughout the term of the Agreement, the Company and the Operating
        Company undertake to:

        a) give hiring priority to native personnel of Niger so as to allow them
        access to all jobs of which they are capable, at whatever levels;

        b) in consultation with the appropriate State authorities, set up a
         training and promotion programme for native personnel of Niger;

        c) gradually replace qualified expatriate personnel by nationals who
        have acquired the same qualifications on the job;

        d) provide accommodation for workers on the site in conditions of health
        and hygiene which would comply with the current or future regulations;

        e) comply with health legislation and regulations as provided for by
        current or future texts;

        f) comply with current or future labour legislation and regulations
        texts, particularly with respect to general working conditions,
        remuneration plan, prevention and remedy of labour-related accidents and
        occupational diseases, as well as to professional associations and
        unions;




        g) contribute to the training of personnel in the Department of Mines
        and Geology, by making available to the Ministry the sum of twenty
        thousand Dollars (US $ 20 000) each year. The first payment is to be
        made thirty (30) days following the effective date of the Agreement and
        is to be repeated each year on its anniversary date throughout the term
        of validity of the exploration permit. This contribution shall be
        accounted under the heading of the exploration expenditures mentioned in
        article 10 above.

19.2    From the date of issue of the mining permit, the Operating Company
        undertakes to contribute to:

        a) the installation, expansion or improvement of a medical and
        educational infrastructure at a reasonable distance from the Deposit, to
        meet the normal needs of the workers and their families;

        b) the organisation of local recreational facilities for its personnel.

19.3    The State undertakes to provide the Company, the Operating Company and
        their sub-contractors with the necessary authorisations allowing workers
        to work overtime and to work at night or during non-working days or
        holidays, in accordance with current legislation.

19.4    The State undertakes not to enact any measure in the matter of labour or
        social legislation which may be considered discriminatory against the
        Company, the Operating Company and their sub-contractors or their
        personnel, relative to those measures applying to companies carrying on
        similar activities in Niger.

SECTION 20 - EMPLOYMENT OF EXPATRIATE PERSONNEL

20.1    The Company, the Operating Company and their sub-contractors can hire
        expatriate, whether national or foreign, may not be available for the
        efficient performance of their Mining Operations, personnel. The State
        will facilitate the obtaining of the permits and authorisations required
        for the expatriate personnel, including entry and exit visas, work
        permits and residence permits.

20.2    The State undertakes, throughout the term of the Agreement, not to
        engage or to promulgate, with respect to the Company, the Operating
        Company and their sub-contractors, any measure implying a restriction to
        the conditions in which the current or future legislation that allows:

        a) the entry, stay and exit of expatriate personnel of the Company, the
        Operating Company or their sub-contractors, together with their
        families, as well as the import and export of their personal effects;




        b) subject to the provisions of article 20.1 above, the hiring and
        dismissal by the Company, the Operating Company and their
        sub-contractors of the persons of their choice, whatever their
        nationality or the nature of their professional qualifications;

20.3    The State, however, reserves the right to forbid the entry and stay of
        citizens of countries hostile to the Republic of Niger and of
        individuals whose presence would tend to compromise security, law and
        order.

SECTION 21 - GENERAL WARRANTIES GRANTED BY THE STATE

21.1    The state warrants to the Company and to the Operating Company the
        stability of the general, legal, administrative, customs and excise,
        economic, financial and fiscal conditions provided by the Agreement.
        Throughout the term of the Agreement, the rates as specified in the
        Agreement, the tax base and the rules for the collection of duties and
        taxes shall remain as on the effective, unless meanwhile the rates were
        lowered, in which case the Company and the Operating Company shall, upon
        their request, benefit from the new rates.

21.2    The State warrants to the Company, to the Operating Company and to their
        sub-contractors and to their personnel that they will never in any way
        become the object of any unfavourable legal or administrative
        discrimination in fact or in law.

21.3    The State warrants to the Company, the Operating Company and their
        sub-contractors that all the authorisations and administrative measures
        necessary to facilitate the performance of the exploration and mining
        work will be respectively granted and taken as expeditiously as possible
        subject to legislative and regulatory provisions in force.

21.4    The State warrants to the Operating Company and its sub-contractors that
        all administrative authorisations will be issued as expeditiously as
        possible to facilitate the marketing of the Products. It remains
        understood that the Operating Company may negotiate the marketing of the
        Products with a specialist company. It shall, however, remain the sole
        party responsible for this operation toward the State and shall submit
        to the State any prospective sales contract.

SECTION 22 - FISCAL AND CUSTOMS PROVISIONS

22.1    EXPLORATION PHASE

        With the exception of the following duties, royalties and the taxes, the
        Company is exempt from all other royalties, duties and taxes:




              (A)   FIXED DUTIES:

                    - award or renewal                  300 000 F CFA
                    - transfer                          400 000 F CFA
                    - extension                         700 000 F CFA

              (B)   ANNUAL SURFACE RIGHTS:

                    - first term of validity            100 F CFA/km(2)
                    - second term of validity           200 F CFA/km(2)
                    - third term of validity            400 F CFA/km(2)
                    - extension                         500 F CFA/km(2)

              (C)   VALUE ADDED TAX (VAT):

                    The Value Added Tax (VAT) at the rate of nineteen per cent
                    (19%) only on the provision of services associated with
                    administrative operations.

              (D)   INCOME TAX PAYABLE BY EMPLOYEES:

                    Income tax payable by employees with the exception of the
                    Company's expatriate employees, whose activities are
                    exclusively linked to the Agreement. Sub-contractors shall
                    benefit from the same tax advantage for their expatriate
                    employees in the same circumstances.

              (E)   DIFFERENTIAL TAX ON MOTOR VEHICLE (VIGNETTE)

                    The tax on motor vehicle, with the exception of field
                    vehicles.

              (F)   SINGLE TAX ON INSURANCE CONTRACTS

                    The single tax on insurance contracts, with the exception of
                    field vehicles.

              (G)   REGISTRATION FEE OF FIVE PERCENT (5%)

              (H)   DUTY STAMP ON MATRICULATION AND ESTATE PUBLICITY

22.2    OPERATIONS PHASE

22.2.1  With the exception of the following duties, royalties and taxes, the
        Company is exempt from all other royalties, duties and taxes:

              (A)   FIXED DUTIES

                    - award or renewal            1 000 000 F CFA
                    - transfer                    2 000 000 F CFA
                    - extension                   2 500 000 F CFA





              (B)   ANNUAL SURFACE RIGHTS:

                    - first term of  validity     100 000 CFA/km(2)
                    - second term of validity     100 000 CFA/km(2)
                    - extension                   150 000 CFA/km(2)

              (C)   MINING ROYALTY

                    The Mining Royalty at the rate of the rate five and one half
                    per cent (5.5%) of the F.O.B. value of the final Product.

              (D)   REGISTRATION FEES:

              (E)   DUTY STAMP, MATRICULATION AND PUBLICITY TAX.

              (F)   PROPERTY TAX

                    This tax is due for all buildings belonging to the Company,
                    to the exclusion:

                    1. Installations with industrial usage and their
                    dependences, stores, garages, quarries, grounds;

                    2. Buildings allocated to social activities (hospitals,
                    dispensaries);

                    3. Buildings for school and professional training;

                    4. Non inhabited houses;

                    The tax will be due at a rate of 1% for houses available
                    free to the staff and at the rate of 2.5% for buildings not
                    exempted under points 1.2.3.4. above.

              (G)   TAX ON THE CLASSIFIED ESTABLISHMENTS.

              (H)   INCOME TAX PAYABLE BY EMPLOYEES.

                    The Operating Company will pay the State income tax owed by
                    his (her) employees, retained at the source in accordance to
                    the regulations in force. The clause of stability does not
                    apply to this tax.

              (I)   TAX ON INDUSTRIAL AND COMMERCIAL PROFITS:

                    The Tax on Industrial and Commercial Profits at the rate of
                    thirty five per cent (35%), which will be calculated in
                    accordance with fiscal regulations in force in Niger. The
                    depreciation rates applicable for the calculation of the Tax
                    on Industrial and Commercial Profits are shown in Appendix
                    II. The Operating Company is exempted from the tax on
                    industrial and commercial profit during five (5) years for
                    large mines and two (2) years for small mines from the date
                    of the first production.

              (J)   INCOME TAX ON REAL ESTATE:

                    The income tax on real estate at the rate of ten per cent
                    (10%).




              (K)   DIFFERENTIAL TAX ON MOTOR VEHICLES (VIGNETTE)

                    This tax is due, with the exception of heavy equipment and
                    all other vehicles used specifically for the Mining
                    Operations.

              (L)   SINGLE TAX ON INSURANCE CONTRACTS:

                    This tax is due, with the exception of contracts for
                    operations relating to industrial installations whatever the
                    place of subscription.

              (M)   VALUE ADDED TAX

                    The VAT is due to the rate nineteen per cent (19%), in
                    accordance to current fiscal legislation at the date of
                    signature of the Agreement. However and without prejudice to
                    the regulations at appendix III, are exempted from the VAT:

                        o   the electric energy supplied and produced.

                        o   the contract services of all kinds relating to the
                            mining Operations of a value equal or over 500 000 F
                            CFA for each individual contract.

22.2.2  Interest and other expenses from funds borrowed by the Operating Company
        for equipment or operations are exempt from all taxes and levies
        whatsoever.

22.3    CUSTOMS REGULATIONS

22.3.1  Throughout the term of the Agreement, goods, materials, supplies,
        machinery and equipment and spare parts intended directly for the Mining
        Operations, as well as petroleum products used in fixed plant, are
        exempt from all duties and taxes collectable on entry, including Value
        Added Tax (VAT), but at the exclusion of the statistical tax at the rate
        of one per cent (1%).

        The list of goods, materials, supplies, machinery and equipment, and
        spare parts, intended directly for the Mining Operations, as well as
        petroleum products used in fixed plant, is given in Appendix III. With
        respect to this list, it is specified that the exemption shall not apply
        to goods, materials and products similar to those manufactured in Niger.

        The exemption is subject to the completion of the following formalities
        by the Company, the Operating Company or their suppliers:

        1) The Company or the Operating Company shall draw up a statement
        certifying, on its own authority, that the goods, materials, supplies,
        machines and equipment




        acquired or imported are intended for use in the mining activities
        undertaken by the Company or the Operating Company.

        This certification, drawn up in quadruplicate (4 copies) and stamped by
        the Director of Mines, shall define the goods to be exempted and
        indicate their reference or category in the list of Appendix III. The
        certification implies the undertaking by the Company and the Operating
        Company to pay all dues and penalties which would become payable in the
        event that the goods were not assigned to the designated tax or duty
        exempt use, or were transferred without prior payment of such dues.

        One copy is retained by the Depatment of Mines and another by the
        Company or the Operating Company as a bookkeeping voucher. One copy is
        delivered to the supplier and the remaining copy to the Customs
        Administration in the case of imported goods listed in Appendix III.

        2) The Company, the Operating Company and the suppliers of goods shall
        keep their books in such a way as to show distinctly:

              - matters falling into the category of exemptions

              - matters subject to duties and taxes.

        3) Suppliers of goods and equipment may enter in their books as matters
        falling into the category of exemptions, only those transactions for
        which they can produce the stamped certification mentioned above.

22.3.2  Goods not consumable at one time may be placed under the temporary
        admission regime, free of all entry duties and taxes, including Value
        Added Tax, but exclusive of the statistical tax.

        In the event that goods or equipment placed in temporary admission cease
        to be directly allocated to the Mining Operations of the Company or the
        Operating Company, the latter is required immediately to pay the duties
        and taxes which will be calculated in accordance with the Customs
        regulations in effect.

22.3.3  In the event of re-sale in Niger of items imported duty-free by virtue
        of the preceding provisions, the Company, the Operating Company and/or
        their Affiliated Companies with respect to their authorised activities,
        and their sub-contractors or personnel, shall advise the State of the
        same, and shall remain liable for the payment of duties on the re-sold
        articles. The articles shall be assessed at their true market value in
        accordance with the legislative and regulatory provisions in effect.

22.3.4  Upon export, Products are exempt from all export duties and taxes, from
        all taxes on export revenues, and from all other fees collectable on
        exit from the country, throughout the entire period of validity of the
        Agreement.




22.3.5  In accordance with the Customs code, expatriate personnel of the Company
        or the Operating Company shall benefit from exemption from duties and
        taxes on the import of their personal effects.

22.3.6  Upon re-export, materials and equipment which have been used for the
        performance of exploration, mining and mineral processing work shall be
        exempt from all export duties and taxes normally due.

ARTICLE 23 - ECONOMIC PROVISIONS

23.1    The State undertakes, throughout the term of the Agreement, not to
        engage or to promulgate, with respect to the Company, the Operating
        Company and their sub-contractors, any measure implying a restriction to
        the conditions in which the current or future legislation that allows:

        a) subject to the provisions of article 18 above, the free choice of
        suppliers;

        b) free importation of goods, materials, machines, equipment, spare
        parts and consumables;

        c) free export of Products;

        d) free marketing with any bona fide Company;

        e) freedom of movement throughout Niger of goods and materials of the
        Company, the Operating Company and their sub-contractors, as well as all
        substances and Products derived from the exploration and mining
        activities.

        The selling price of the Products shall be expressed in US Dollars.

23.2    The Company or the Operating Company shall not enter into any agreement
        with an Affiliated Company at conditions more advantageous to the
        Affiliated Company than those negotiated with any third Party.

23.3    If, during or at the conclusion of its mining operations in Niger, the
        Operating Company decides to cease its activities, it may only transfer
        its facilities, machineries and equipment to any Third Party after
        granting the State pre-emptive right on the goods at their appraised
        value at the time of such decision.

ARTICLE 24 - FINANCIAL CONDITIONS

24.1    Subject to the currency exchange regulations in effect in Niger, the
        State guarantees to the Company, the Operating Company and their
        sub-contractors, throughout the duration of the Agreement:




        a) free conversion and transfer of funds for the settlement of all debts
        (principal and interest) associated with the Mining Operations in Niger,
        in favour of foreign creditors;

        b) free conversion and transfer of net profits to be distributed to
        foreign shareholders, after payment of all applicable taxes and levies;

        c) free conversion and transfer of proceeds from the sale of assets,
        after payment of applicable taxes, duties and levies.

24.2    The Company, the Operating Company and their sub-contractors shall be
        authorised to open a foreign currency bank account in Niger.

24.3    The State guarantees the free conversion and overseas transfer of the
        savings made on their salaries or the proceeds from the winding-up of
        any investments in Niger, or from the sale of personal effects in Niger,
        by the expatriate personnel of the Company and its sub-contractors.

ARTICLE 25 - LAND AND MINING GUARANTEES

25.1    The State guarantees to the Company and to the Operating Company
        occupancy and use of all lands necessary for the exploration and mining
        of the Deposit(s) covered by the exploration and/or mining permits under
        this Agreement, both within and outside the Perimeter, in the conditions
        provided for by the Mining law.

25.2    In order to achieve the objectives of this Agreement, the Company or the
        Operating Company may use materials which have been recuperated in the
        course of the work, and the natural elements (e.g. surface and
        underground water) found within the limits of the Perimeter of the
        exploration or mining permit, in accordance with the provisions of
        articles 64 and 114 of the Mining law.

ARTICLE 26 - EXPROPRIATION

        The State undertakes not to expropriate the Company or the Operating
        Company of any of their goods or assets. Their facilities may only be
        expropriated in most exceptional circumstances, subject to
        indemnification as determined by an administrative or arbitration
        tribunal.

ARTICLE 27 - PROTECTION OF THE ENVIRONMENT AND REHABILITATION OF THE MINE SITE

        The exploitation of any new deposit is subjected to a preliminary
        execution of an environmental impact according to the environmental
        legislation in force at the effective date of the agreement.





   The Company undertakes to take the necessary measures for the environmental
   protection connected to Mining Operations. Are mainly concerned:

   -    the protection of natural sites,

   -    the preservation of the health and safety of the neighbouring population
        and more generally public health,

   -    the conservation of the fauna and the natural flora implanted locally,

   -    the protection of the natural resources

   The measures taken should be in conformity with the requirements stipulated
   by the current environmental legislation at the effective date of the
   Agreement or, otherwise be considered acceptable practices by the mining
   industry.

   Commitments to be taken by the Company concern more particularly the
   following points:

   -    to execute mining operations in accordance with the mining legislation
        and acceptable practices;

   -    to carry out throughout the mining period, periodic quality tests of the
        water, soil and air within the Perimeter and adjoining areas;

   -    to manage the way soils and rocks are manipulated so as to assure the
        stability of the grounds without adverse consequences on the drainage
        regime, the quality of surface water, deposition of sediments, creation
        of non secure dams and protection against erosion;

   -    to control any discharge of solutions that because of their origin might
        contain polluting substances from soils, air and water;

   -    to manage water drainage in order to prevent their pollution outside the
        Perimeter and beyond the Mining Operations period;

   -    to manage in a effective and proper way, all the industrial waste
        produced by Mining Operations in the allocated zones, proposed by the
        Company and approved by the public institution responsible for the
        environmental protection, to avoid their dispersal in the natural
        environment;

   -    to rehabilitate the sites after their exploitation by the control of the
        zones disrupted by Mining Operations and their topographic configuration
        adapted to local climatic conditions to minimize as possible a natural
        degradation;

   -    to install a surveillance system allowing the control of the measures
        implemented and their efficiency in the limitation of the residual
        impacts on the rearranged sites and their evolution, in accordance with
        the current environmental legislation at the effective date of the
        Agreement;

   -    to respect a probationary 5 year period of surveillance after the Mining
        Operations, However, the responsible institution could decide to lighten
        or terminate the surveillance before the end of the period.

Any harmful infringement on the environment, on the health and on the safety of
the neighbouring populations resulting from the non compliance by the Company,
engages this one.




ARTICLE 28 - TREASURES AND ARCHAEOLOGICAL EXCAVATIONS

28.1    All archaeological riches, treasures and any other element deemed to be
        of value and discovered during the performance of the works shall remain
        the exclusive property of the State. Such discoveries shall be declared
        immediately by the Company or the Operating Company to the appropriate
        authority of the State.

28.2    If the Perimeter contains archaeological excavations or becomes
        subsequently the site of such excavations, the Company or the Operating
        Company undertakes to carry out its work in such a manner as not to
        impede on it.

ARTICLE 29 - TRANSFER - NEW PARTIES

29.1    The Company or the Operating Company may, with the written authorisation
        of the State and subject to the provisions of the Mining law, transfer
        its rights and obligations under the Agreement as well as its
        exploration and mining permits, to other corporate bodies.

        The State's consent will be granted if its interests are not
        compromised. In that case, the transferees shall take on all the rights
        and obligations of the transferor arising from the Agreement, as well as
        those derived from the exploration and mining permits.

        At the time of transfer by the Company or the Operating Company of all
        the rights and obligations acquired under the Agreement and/or the
        exploration and/or mining permits, the proceeds of the transaction shall
        be determined for taxation purposes in accordance with generally
        recognised financial techniques, and shall be taxed, if appropriate, at
        the time of the transaction, in accordance with fiscal legislation in
        effect in Niger.

        In case of transaction on the exploration results or on a deposit
        discovery before its mining, the Company undertakes to give 10% of the
        transaction proceeds to the State.

29.2    The State's consent shall be obtained for a shareholder in the Operating
        Company to sell, assign or transfer to a Third Party all or some of the
        shares of the authorised capital of the Operating Company. The State's
        consent shall be granted if its interests are not compromised.

        Once this consent is obtained, the proceeds of the transaction shall be
        determined for taxation purposes, in accordance with generally
        recognised financial techniques and, in accordance with fiscal
        legislation in force in Niger.




29.3    The State shall have the pre-emptive right over any potential acquirer
        to acquire the shares in the Operating Company which a shareholder
        wishes to sell, at the same price, terms and conditions. This
        pre-emptive right shall be exercised by the State and the transaction
        concluded within a period of sixty (60) days from the date of receipt of
        a written notice from the Operating Company to the effect that one of
        its shareholders wishes to dispose of its shares.

        If, within this period of sixty (60) days, no response has been given by
        the State, or no transaction has been concluded, the pre-emptive right
        of the State in respect of this transaction shall be null and void.

29.4    The Company or the Operating Company shall have the same pre-emptive
        right as that of the State in article 19.3 above, for the purchase of
        shares in the event that the State should decide to sell all or part of
        its holding.

        Notwithstanding the provisions of the previous paragraph, the State's
        shares or holdings may be assigned or transferred, without restriction,
        on a priority basis to companies of Niger in which the State holds an
        interest, or to nationals of Niger or companies incorporated under the
        laws of Niger and controlled by the citizens of Niger.

ARTICLE 30 - MODIFICATION

        Any clause which is not covered in this Agreement may be proposed by one
        or the other of the Parties and shall be reviewed with care. Any request
        for modification addressed to one of the Parties must be answered or
        negotiated within thirty (30) days following its receipt. Each Party
        shall strive to reach a mutually acceptable solution and, if
        appropriate, the said clause shall form the subject of an addendum
        approved by an order in Council of Ministers and attached to the
        Agreement.

ARTICLE 31 - NO WAIVER, PARTIAL NULLITY, RESPONSIBILITIES

31.1    NO WAIVER

        Except in the case of explicit or implicit waiver by the Parties in the
        cases specified above, failure by the State or the Company or the
        Operating Company to exercise all or any of their rights and
        prerogatives does not signify a waiver of such rights and prerogatives.

31.2    PARTIAL NULLITY

        If, by mutual agreement of the Parties, any provision of the Agreement
        is declared or deemed to be void and non applicable in whole or in part,
        for any reason whatsoever, this shall not void the Agreement which shall
        remain in force.




31.3    RESPONSIBILITIES

        The Company, the Operating Company and their sub-contractors must take
        out all mandatory insurance policies in accordance with insurance plans
        in force in Niger.

ARTICLE 32 - FORCE MAJEURE

32.1    A Party is not held responsible for the non execution of some of its
        obligations as far it proves that:

        - the non execution was due by a hindrance beyond his control,
        impossible to prevent and foresee its effects on the execution of the
        Agreement and,

        - it would not have been able to reasonably avoid or solve this
        hindrance or, to say the least, its effects.

32.2    A hindrance as indicated a the article 32.1 above can result from the
        events hereunder, this enumeration being not limitative:

        a)  declared or not declared war, civil war, riots, revolutions, acts of
            piracy, sabotages,

        b)  natural cataclysm such as violent storms, cyclones, earthquakes,
            tidal wave, floods, destruction by lighting,

        c)  explosions, fires, destruction of machines, factories and
            installations whatever they are,

        d)  boycotts, strikes , lockout whatever the way, strikes of zeal,
            occupations of factories and premises, interruption of work by the
            staff of the Company asking the exemption of its responsibility,

        e)  licit or illicit acts by the authority, with the exception of those
            a Party assumes the risk under the terms of the Agreement.

32.3    Immediately as the hindrance and its effects on its aptitude to carry
        out its obligations are known, the Party which asks the exemption of its
        responsibility will inform as soon as possible the other Party about
        this hindrance and its effects on the execution of its commitments. An
        announcement will be also given at the expiration of the reason for the
        release of responsibility.

32.4    The motive of the responsibility exemption comes into effect from the
        moment of the hindrance occurs or, if the announcement is not given in
        due course. By not giving this announcement the Party is liable to
        damages which otherwise could have been avoided.

32.5    A motive of responsibility exemption under the present clause, exempts
        the failing Party from the payment of damages, fines and other
        contractual penalties, with the exception payment of interest on due
        sums.

32.6    Besides, it suspends the delay of execution during a reasonable period,
        consequently excluding the eventual right of the other Party to cancel
        the




        Agreement. For the determination of a reasonable period, will be taken
        into account the capacity of the failing Party to resume its execution
        and the interest of the other Party to benefit from this execution in
        spite of the delays. The other Party can suspend the execution of its
        own obligations while waiting for the execution of the obligations of
        the failing Party.

32.7    If the motives of the exemption go beyond one (1) year, one Party or the
        other will have the right to cancel the Agreement through a
        notification.

32.8    Every Party can keep what it has obtained through the execution of the
        Agreement before its termination. Every Party is accountable towards the
        other for any enrichment unrelated to this execution. The final payment
        shall be done immediately.

ARTICLE 33 - BOOKKEEPING, AUDITS AND REPORTS

33.1    The Operating Company undertakes, throughout the term of the Agreement:

        a) to keep detailed accounts in accordance with the chart of accounts in
        force in Niger, together with supporting vouchers attesting its
        accuracy. The books shall be open to audit by State representatives
        specifically retained for that purpose in accordance with current
        legislation;

        b) to open for an audit by duly authorised representatives of the State,
        all accounts or entries located abroad and related to its operations in
        Niger.

33.2    The Operating Company shall at its own expense, have its financial
        statements audited annually by a recognised accounting firm authorised
        to practise in Niger. It shall submit a copy of the auditors' report to
        the Minister, who reserves the right at any time to have the Operating
        Company audited either by the Chambre des Comptes (Public Accounts
        Committee) and the Chambre Administrative (Administrative Chamber), or
        by an inspector of finances, or by a private firm.

33.3    The Company or the Operating Company shall at its own expense, submit to
        the Minister the reports prescribed by the Mining law. The Minister
        reserves the right to demand any modification deemed necessary to the
        presentation of any report. Such modifications shall in no case be
        required for reports already submitted.

33.4    Only duly empowered representatives of the State shall have the
        authority at any time to inspect, without hindering the operations of
        the Company or of the Operating Company , the facilities, equipment,
        material, records and documents relating to the Mining Operations.

33.5    The State reserves the right to obtain assistance at its own cost and at
        any time from an internationally recognised inspection firm in order to
        verify, without




        impeding the operations of the Operating Company, the data submitted by
        the Operating Company or its sub-contractors under this Agreement.

33.6    A control log of metal grade values shall be maintained by the Operating
        Company for each shipment out of the country, and the Minister is
        entitled to have each entry in this log verified and checked by his duly
        authorised representatives.

33.7    All information brought to the knowledge of the State by the Company or
        the Operating Company in the performance of the Agreement shall be
        treated in accordance with the Mining law.

ARTICLE 34 - SANCTIONS AND PENALTIES

        In the event of failure to meet obligations resulting from the laws and
        regulations in force on the date of execution of this Agreement, to the
        extent that the laws and regulations are applicable to the Company or to
        the Operating Company, the sanction and penalties provided for by these
        legislative or regulatory texts shall be applicable, including fines,
        penalties, late-payment interest and all other measures and constraints
        provided for in these texts.

ARTICLE 35 - NOTIFICATIONS

        All communications or notices provided for in this Agreement shall be
        made by registered mail with acknowledgement of receipt or by telex and
        facsimile confirmed by registered mail with acknowledgement of receipt.

        a) All notifications to the State may legitimately be sent to the
        following address:

        MINISTERE CHARGE DES MINES
        BOITE POSTALE 11700
        NIAMEY, NIGER
        FAX: (227) 73.39.69 TEL: (227) 73 27 59

        b) All notices to the Company shall be sent to the following address.

        NORTHWESTERN MINERAL VENTURES INC.
        1000-36 TORONTO STREET
        TORONTO, ONTARIO, M5C 2C5, CANADA
        TEL: (416) 365-6580, FAX: (416) 360-3510

        Any change of address shall be communicated in writing by one Party to
        the other as expeditiously as possible.




ARTICLE 36 - LANGUAGE OF THE CONTRACT AND SYSTEM OF MEASUREMENT

36.1    The Agreement is drawn in the French language. All reports or other
        documents written or to be submitted under this Agreement are to be in
        the French language.

36.2    If the translation into a language other than that of the Agreement is
        to be made, it shall be done exclusively to facilitate the performance
        of the Agreement. In the event of a discrepancy between the French text
        and the translated text, the French text shall prevail.

36.3    The system of measurement applicable is the metric system.


        Done at Niamey, the........             In Five (5) original copies


FOR THE STATE                                           FOR THE COMPANY

MINISTER RESPONSIBLE FOR MINES                          PRESIDENT

MOHAMED ABDOULAHI                                       KABIR AHMED




                                   APPENDIX 1

                                   RESOLUTION

                             ADMINISTRATION COUNCIL

                          NORTHWESTERN MINERAL VENTURES




                                   APPENDIX II

                           ANNUAL RATE OF AMORTIZATION



NATURE OF GOODS TO AMORTIZE                                          ANNUAL RATE OF AMORTIZATION

Exploration expenses, costs of studies and tests                                                20%

Complementary exploration expenses or water supply (prospecting, drilling,
pumping tests, prospecting by underground work through  principal and
secondary galleries, percussion drilling, tunnel shafts, assemblies including
canalizations for water, ventilation and refrigeration)                                         20%

Preliminary mining work expenses (initial discovery, open pit mining
set-up, vertical shafts, tunnel shafts, crosscuts, assemblies, canalizations,
ventilation set-up, landing and storage shafts, including the materials and
equipment of loading ramps, storage and tunnel shafts.                                          20%

Operating costs of the Mining Company including professional training
expenses during the installation and preparation period                                         20%

Financial costs during the installation and preparation period                                  20%

Light constructions from the mining site including shelters, all dismountable
and transportable buildings                                                                     20%

Light buildings with concrete basement                                                          5%

Buildings and permanent structures
       - of industrial use                                                                      5%
       - dwelling, offices                                                                      2%

Roads and water abduction                                                                       5%

Civil engineering (earthwork, foundations, etc)
       - of industrial use                                                                      5%
       - dwelling, offices                                                                      2%

Interior set-up of the workshops                                                                10%







Dwelling and office furniture                                                                   10%

Telephone                                                                                       10%

Fixed compressors                                                                               10%

Machine tools                                                                                   10%

Engines, pumps of less than 5 CV                                                                20%

Engines, pumps of more than 5 CV                                                                15%

Roller conveyors, crane gantries, cranes                                                        10%

Hoists and winches power up to 2 T                                                              10%

Manual hoists and winches                                                                       20%

Small tools                                                                                     20%

Controlling and measuring apparatus                                                             20%

Fixed laboratory equipment                                                                      10%

Mobile laboratory equipment                                                                     20%

Fixed power generators                                                                          10%

Mobile power generators                                                                         10%

Material of distribution H.T.
       - transformers                                                                           5%
       - power shutoff and protection equipment                                                 5%
       - power lines                                                                            5%

Sites of transformation or cellular type switchboard distribution
       - interior type                                                                          5%
       - external type                                                                          5%
       - surface mobile type                                                                    20%
       - underground mobile type                                                                20%

Material of distribution H.T.
       - above ground fixed equipment                                                           10%
       - underground fixed equipment                                                            10%







       - surface mobile equipment                                                               20%
       - underground mobile equipment                                                           20%

Rigid electric cables
       - Surface fixed cables                                                                   10%
       - Underground fixed cables a                                                             10%

Helmet and portable lamps                                                                       20%

Loading benches                                                                                 10%

Surface and underground lighting equipments                                                     20%

Mobile or semi mobile installations for ore preparation and
handling                                                                                        20%

Materials and equipments for the ore treatment plant                                            10%

Underground mobile refrigerators                                                                20%

Underground movable feeder                                                                      20%

Fixed cold chambers                                                                             10%

Materials and equipment of civil engineering, loading, transport,
and handling                                                                                    33.33%


In the event that the life expectancy of the Mines would be shorter than the
amortization period foreseen above, these rates of amortization will be adjusted
to the lifespan of the Mine as determined by the Feasibility study.




                                  APPENDIX III

LIST MATERIALS, MACHINERIES AND EQUIPMENT FOR THE MINING OPERATIONS, WHICH ARE
EXEMPTED OF ALL DUES, ROYALTIES AND TAXES AT THE EXCEPTION OF THE STATISTICAL
TAX

      - CHAP 2: salt; sulphur; earth and stones; plaster; lime and cement.
                    - 25-01, 25-03 to 25-08, 25-10 to 25-13, 25-16, 25-17,
                    25-20, 25-21 to 25-30

      - CHAP 27: mineral fuel, mineral oil and products from their distillation,
             bituminous substances, mineral waxes.
                     Whole chapter except:
                      - 27-10-00-32 and 33           = Gasoline
                      - 27-10-00-42                  = Kerosene
                      - 27-10-00-51                  = Diesel fuel
                      - 27-10-00-61                  = lubricating oils
                      - 27-10-00-62                  = for hydraulic brakes
                      - 27-10-00-63                  = Greases
                      - 27-10-00-69                  = others oils
                      - 27-11-13-00                  = Butane gas
                      - 27-16-00-00                  = Electric power

      NB: Will be eligible to an exemption the following products under
      following conditions:

                      - 27-10-00-42                  Kerosene used for chemical
                                                     treatments
                      - 27-10-00-51                  Diesel fuel

      Industrial diesel used in the fixed installations or for the vehicles and
      machines dedicated for mining operations will be coloured to distinguish
      it from diesel used for travelling.

                      - 27-10-00-61                  = lubricating oils
                      - 27-10-00-62                  = for hydraulic brakes
                      - 27-10-00-63                  = Greases
                      - 27-10-00-69                  = other oils

      For the four (4) positions above, the exemption will be applicable if the
      lubricating oils, lubricants and other oils are used for fixed
      installations and machines that are not affected for public transport.




      - CHAP 28: Inorganic chemicals; inorganic or organic compounds of precious
             metals, radioactive elements, rare earth metals and isotopes. Whole
             chapter

      - CHAP 29: Organic chemicals
             Whole chapter

      - CHAP 31: Fertilizer
                      - 31-02-21-00                  = Ammonia sulphate
                      - 31-02-30-00                  = Ammonium nitrate, even
                                                       aqueous solution

      - CHAP 32: Tanning extracts; tannins and their derivatives; pigments and
             other colouring substances; paints and varnishes; mastics; inks.
             Whole chapter if industrial use

      - CHAP 34: Soaps, detergents, preparations for lubricants, artificial
             waxes, maintenance products, candles and similar articles,
             modelling paste, dental waxes and plaster substances.
                      -34-02, 34-03

      - CHAP 35: Albuminoidal substances, products with starches, clues,
             enzymes.
                      -35-05, 35-06

      - CHAP 36: Explosives, pyrotechnic articles, matches, inflammable alloys.
                      -36-02, 36-03

      - CHAP 37: Photographic or cinematographic products
                      -37-01 to 37-05, 37-07 exonerated if (*)

      - CHAP 38: Various products of chemical industries.
             Whole chapter except
                      -38-11

      - CHAP 39: Plastics and plastic works.
             Whole chapter, except articles for domestic uses

      - CHAP 40: Rubber and rubber works.
             Whole chapter except:
                      -40-11 and 40-13 but exonerated for vehicles eligible to
                      the exemption
                      -40-14

      - CHAP 42: Leather and leather works, saddles, travel articles, handbags
             and similar bags, works in bowels.
                      -42-03, 42-04




      - CHAP 44: Wood and wood works, charcoal.
             Whole chapter except:
                      -44-01, 44-20
                      -44-21 for this position, articles for technical use will
                      be exempt.

      - CHAP 45: Cork and cork works
             Whole chapter

      - CHAP 48: Papers, paperboards and works made from these substances.
             Whole chapter if for technical use

      - CHAP 49: Publishing and press products or from other graphic industries,
             handwritten or typed texts and plans.
                      -49-05

      - CHAP 59: Impregnated fabrics, covered or stratified coatings;
             technical articles in textile.
                      -59-01 to 59-03 exonerated if for technical use
                      -59-09
                      -59-10 exonerated if for industrial use
                      -59-11

      - CHAP 62: Clothing and clothing accessories, others that in button
             factory.
                      -62-03 working uniform for industrial use

      - CHAP 64: Shoes, legging and other similar articles.
                      -64-01 rubber boots for industrial use
                      -64-02 safety shoes for industrial use
                      -64-03 safety shoes for industrial use
                      -64-06 greaves, leggings for industrial use

      - CHAP 65: Hats and hat parts
                      -65-06-10-00 safety helmets

      - CHAP 68: Stone works, plaster, cement, asbestos, mica or similar
             substances.
             Whole chapter except:
                      -68-01 to 68-03, 68-09, 68-15

      - CHAP 69: Ceramic products
             Whole chapter except:
                      -69-08, 69-10 to 69-14

      - CHAP 70: Glasses and glass works
             Whole chapter
                      -70-01, 70-02, 70-09, 70-11 to 70-13, 70-15, 70-18
                      and 70-20




      - CHAP 72: Iron, cast iron, steel
             Whole chapter, if for an industrial use

      - CHAP 73: Cast iron, iron or steel works
             Whole chapter except:
                      -73-16, 73-19, 73-21, 73-23
                      -73-40 exonerated if for technical use

      - CHAP 74: Copper and copper works
             Whole chapter except:
                      -74-13, 74-17, 74-18
                      -74-19 exonerated if for technical use

      - CHAP 76: Aluminium and aluminium works
             Whole chapter except:
                      -76-15
                      -76-16 exonerated if for technical use

      - CHAP 78: Lead and lead works
             Whole chapter except:
                      -78-01
                      -78-06 exonerated if for technical use

      - CHAP 79: Zinc and zinc works
             Whole chapter except:
                      -79-06 exonerated if for technical use

      - CHAP 81: Other common metals and works made from these substances
             Whole chapter if for technical use

      - CHAP 82: Tools and set of tools, cutlery, plates, dishes and parts of
             these articles in base metals.
             Whole chapter except:
                      -82-10, 82-12 to 82-15

      - CHAP 83: Various base metal works
             Whole chapter except:
                      -83-01, 83-02             exonerated if for industrial use
                      -83-04, 83-04             office supplies exonerated if
                                                article is for technical use
                      -83-06, 83-08             exonerated if for industrial use
                      -83-10, 83-11             exonerated if for industrial use

      - CHAP 84: Nuclear reactors, boiler, machinery, mechanical engines and
             apparatuses; parts of these engines or apparatuses.




             Whole chapter except:
                      -84-14-51, 84-15, 84-18   exonerated if for industrial use
                      -84-20
                      -84-21-12, 84-21-22, 84-21-91, 84-22-40, 84-23
                                                exonerated if for industrial use
                      -84-21-81-10
                      -84-24-81-20              exonerated if for industrial use
                      -84-32 to 84-42
                      -84-43                    exonerated if for industrial use
                      -84-44 to 84-55
                      -84-69 to 84-71           exonerated if for industrial use
                      -84-74 to 84-75

      NB:

      1(degree))  For position 84-09, the parts and the spare parts of the
                  machinery and vehicles included under chapter 87, will be
                  exonerated.

      2(degree))  Spare parts of motors and machinery indicated at 84-284-29 and
                  84-30 8, as well the parts and spare parts of engine motors
                  and vehicles included under chapter 87, will be exonerated
                  (vehicles for special use, compressors, cranes,
                  concrete-mixers, power generators, etc.)

      - CHAP 85: Machinery, electric apparatuses and equipment and their
             parts; sound recording, sound reproduction, image recording and
             image reproduction equipment, television, and their parts and
             accessories.
             Whole chapter except:
                      -85-06
                      -85-09                    exonerated if for industrial use
                      -85-10
                      -85-16 water-heater       exonerated if for industrial use
                      -85-17                    exonerated if for industrial use
                      -85-18                    exonerated if industrial use
                      -85-19 radios, combined radio sets and their spare parts
                      -85-20
                      -85-21                    exonerated if for industrial use
                      -85-23
                      -85-24                    exonerated if for industrial use
                      -85-25                    exonerated if for industrial use

        NB: Articles indicated at 85-19, transmitters, receivers, antennas and
        their parts under 85-27, 85-28, and 85-29 will be exonerated if for
        industrial use.

      - CHAP 86: Railway vehicles and equipment and their spare parts;
             mechanical and electro mechanical apparatuses for railroad
             signalisation.
             Whole chapter except:




                      -86-01                    exonerated if for industrial use
                      -86-03                    exonerated if for industrial use
                      -86-05

      - CHAP 87: Motor vehicles, tractors and other vehicles, their parts and
             accessories.
             Whole chapter except :
                      -87-02     motor vehicles for public transport
                      -87-03     private cars and other motor vehicles
                                                exonerated if for technical use
                      -87-04     motor vehicles for goods transportation
                                                exonerated if for technical use
                      -87-08     parts and accessories of the motor vehicles
                                 under 87-01 to 87-05
                      -87-10
                      -87-11     exonerated for mining exploration

                      -87-12, 87-13
                      -87-14     exonerated for vehicles dedicated for technical
                                                use
                      -87-15 -87-16-20-00       exonerated if for technical use
                      -87-16-39-10, 87-16-80-10

      - CHAP 90: Optical instrumentation and apparatuses for photography,
             cinematography, control and precision measurements; medico-surgical
             instrumentation and apparatuses; their parts and accessories.
                      -90-04 except 90.04.90.10 (corrective glasses)
                      -90-06                    exonerated if for technical use
                      -90-11, 90-12, 90-14 to 90-17
                      -90-20                    exonerated if for technical use
                      -90-22, 90-24 to 90-33

      - CHAP 91: Clock-making
                      -91-06, 91-07, 91-14-90-00 exonerated if for technical use

      - CHAP 94: Medico-surgical furniture and furnishings, bed linen articles
      and similar items; lighting equipments not mentioned nor included
      elsewhere; lamps and neon-tube for advertisement and similar items.
                      -94-03, 94-05, 94-06      exonerated if for technical use

      - CHAP 96: Various works
                      -96-04        sieve and hand screeners
                      -96-08        markers
                      -96-11        if for technical use (labelling apparatuses)
                      -96-12        if for technical use (for apparatuses)




                  The above list is enumerative and consequently can be modified
                  according to the needs by a written request to the Director of
                  the Mines for an approval.


                                   APPENDIX IV

           DELIMITATION OF THE PROSPECTING PERMIT PERIMETER OF IN GALL

The perimeter of "In Gall" is located in the Agades area, department of
Tchirozrine. The coordinates of the perimeter as represented at appendix V on
the 1/200 000 scale topographic map are:



Corners            Longitude                           Latitude

A.                 06(degree) 49'44"                   17(degree) 08'15"

B.                 07(degree) 16'00"                   17(degree) 08'15"

C.                 07(degree) 16'00"                   16(degree) 45'00"

D.                 06(degree) 49'44"                   16(degree) 45'00"


The licence thus defined covers a surface of approximately 2000 km(2).




                                   APPENDIX V


                                 TOPOGRAPHIC MAP




                                   APPENDIX VI

                                  WORK PROGRAM

INTRODUCTION

1- MINING POTENTIAL EVALUATION OF THE IN GALL PERMIT

The history of the uranium deposits and showings discoveries in the Tim Mersoi
Basin reveals the following observations:

      a)    The economic uranium mineralization is essentially associated to
            sandstones and conglomerates units, inter bedded in silteous clay
            with a high content of organic vegetation substances or laying on a
            major erosion discontinuity.

      b)    A tectonic structural control of the uranium mineralization,
            particularly by the Arlit flexure-fault and its satellite fault
            zones.

      c)    The presence of the mineralization in the neighbourhood of the Air
            crystalline basement, particularly in the areas of acid volcanic
            activity and plutonic granite.

      d)    Uranium mineralized host formations are more recent toward the South
            and the West of the Mersoi Basin. Consequently, the uranium showings
            located above 19(degree) N are in Devonian-Carboniferous formations
            while the Arlit and Akouta deposits further south are in the
            Permian-Carboniferous.

            The Imouraren deposit at 18(degree) N is within the Tchirezrine
            sandstones from Jurassic (Agades Group) while the Abokorum-Azelik
            deposits further south are associated to lenses of sandstones at the
            base of the In Gall that are from Lower Cretaceous.

The In Gall prospecting permit is located about 80 km to the West of the Air
crystalline basement in the Agades area of Niger. The desert area has a
monotonous relief and covered by sand, the topography varies from 395m to 455m
above sea level; few mounds reach 578m to the SO of In Gall village.

The perimeter is almost entirely covered by the Irhazer formation; units from
the Tegama Group are present in the SO area of the permit.

In regard to the tectonic features, the permit is located to the West of the
Arlit flexure-fault. A zone of secondary faults and the Teguida N'Adrar fault
respectively runs across the southern and northern parts of the permit.

The stratigraphic exploration targets are sandstones and conglomerates lenses
within the Irhazer, their high permeability being favourable to the migration of
uranium bearing solutions.



An airborne magnetic/radiometric survey funded by IRSA was carried out in
1974-75 by Northway Survey Corporation over the Irhazer permit.

2- OBJECTIVES

Northwestern Mineral Ventures Inc. does not have specific criteria concerning
the grade and tonnage of uranium mineralization for the start up of a mining
operation; the decision will rest on the profitability of the project.

In regard to the evolution of the mining methods, the company plans to look for
low grade deep-seated deposits.

WORK PROGRAM FOR THE FIRST YEAR

      o   Marking of the perimeter boundary

      o   Airborne magnetic/radiometric survey

      o   Geological mapping

      o   Ground follow up

Execution of a high sensitivity airborne survey magnetic/radiometric; 5000 line
kilometres will be flown at a line spacing of 400m. The ground interval of the
measurements will be about 25m at a reading sequence of 0,5 second.

Ground follow up of the anomalies detected by the airborne survey and geological
mapping at 1: 20 000 and 1: 50 000 scales.

WORK PROGRAM FOR THE SECOND YEAR

      o   Ground follow up

      o   Geological mapping

      o   Drilling

Another local geologist and a technician will be hired during the second year.
Geological mapping at 1: 10 000 will be carried out over the sites of interest
if the density of the outcrops is sufficient.

The reverse circulation drilling will be carried out at an average depth of 400
meters, the drilling grid interval will be determined from the number and size
of the radiometric anomalies. The down hole measurement interval of the
radiometry will be one meter.

The drilling samples will be assayed for uranium and multi elements using the
ICP method.




WORK PROGRAM FOR THE THIRD YEAR

      o   Geological mapping

      o   Drilling

Drilling will be also the main activity during the third year in order to
achieve a pre feasibility study the following year. The drilling grid interval
will be 100m for the evaluation of the uranium resource.

BUDGET

FIRST YEAR                                                               $ US

        - Contribution to the technical training                       20 000
        - Wages of the expatriate personnel                            15 000
        - Wages of the local personnel                                 30 000
        - Airborne Survey                         5000 km X $14        70 000
        - Vehicle purchase                                             15 000
        - Equipment purchase and lease                                 10 000
        - Office, field camp                                           10 000
        - Travel, communications                                       10 000
        - Consumables, fuel                                            10 000
        - Miscellaneous                                                10 000

                                                                   TOTAL 200 000

SECOND YEAR

         - Contribution to the technical training                      20 000
         - Wages of the expatriate personnel                           40 000
         - Wages of the local personnel                                30 000
         - Reverse circulation drilling           6000 m X $50         300 000
         - Down hole geophysics                   6000 m X $10         60 000
         - Chemical assays                        6500 X $8            52 000
         - Vehicle purchase                                            15 000
         - Equipment purchase and lease                                15 000
         - Office, field camp                                          15 000
         - Travel, communications                                      15 000
         - Consumables, fuel                                           15 000
         - Miscellaneous                                               23 000

                                                                 TOTAL   600 000




THIRD YEAR                                                              $ US

        - Contribution to the technical training                      20 000
        - Wages of the expatriate personnel                           70 000
        - Wages of the local personnel                                75 000
        - Reverse circulation drilling            15500 m X $50       775 000
        - Down hole geophysics                    15500 m x $10       155 000
        - Chemical assays                         16500 X $8          132 000
        - Equipment purchase and lease                                25 000
        - Office, field camp                                          40 000
        - Travel and communications                                   30 000
        - Consumables, fuel                                           25000
        - Miscellaneous                                               53 000

                                                             TOTAL    1 400 000

THREE YEARS BUDGET                                            2 200 000 $ US

NB. The marking of the boundary, the geological mapping and the ground follow up
of the radiometric anomalies are included in the wages. Control assays will be
carried out on 5% of the samples.

Local permanent personnel will include a senior geologist who will be assigned
project director, a secretary, a driver and two watchmen, a consultant will be
hired for specific tasks.

Additional personnel will be recruited on a temporary basis during the field
season.

EX-3.H

                                OPTION AGREEMENT


                                    BETWEEN:


                             CANALASKA VENTURES LTD.


                                      -AND-


                       NORTHWESTERN MINERAL VENTURES INC.


                                   CONCERNING;

                              THE WATERBURY PROJECT




                                OPTION AGREEMENT

THIS AGREEMENT, made effective as of the 9th day of November, 2005

BETWEEN:

CANALASKA VENTURES LTD., a corporation incorporated under the laws of the
Province of British Columbia,

(the"OPTIONOR")

- -and-

NORTHWESTERN MINERAL VENTURES INC., a corporation incorporated under the laws of
the Province of Ontario,

(the "OPTIONEE")

(collectively, the "PARTIES" and each, a "PARTY")

WITNESSETH THAT:

WHEREAS the Optionor owns and holds directly 100% of the right, title and
interest in and to the Property (as defined herein);

AND WHEREAS the Parties hereto entered into a letter of intent concerning the
Property made as of the 6th day of October, 2005 (the "LETTER OF INTENT"). in
order to provide for the grant to the Optionee of the Options (as defined
herein) to acquire from the Optionor up to a 75% interest in the Property;

AND WHEREAS the Parties now wish to enter into this Agreement as contemplated in
the Letter of Intent in order to grant the Options to the Optionee, all for the
consideration and upon the terms and conditions set forth herein;

NOW THEREFORE in consideration of the mutual covenants herein contained, the
Parties agree as follows:


                                        2



             ARTICLE 1 DEFINITIONS AND PRINCIPLES OF INTERPRETATION

1.1   Definitions

Capitalized words and phrases used in this Agreement shall have the meaning
given to such words and phrases below:

"50% OPTION" shall have the meaning ascribed thereto in Section 3.1 hereof.

"60% OPTION" shall have the meaning ascribed thereto in Section 3.2 hereof.

"75% OPTION" shall have the meaning ascribed thereto in Section 3.3 hereof.

"ABORIGINAL PEOPLES" shall mean any peoples native to Canada that Claim or have
a right or interest in or to the Property that is dependent upon constitutional
or other lawful non-contractual rights or powers.

"ACQUISITION DATE" shall have the meaning ascribed thereto in Section 3.1
hereof.

"AFFILIATE" means any corporation, company, partnership, joint venture or firm
that controls, is controlled by or is under common control with a Person. For
purposes of this definition, "control" shall mean (a) in the case of corporate
entities, direct or indirect ownership of more than 50% of the stock or shares
entitled to vote for the election of directors; and (b) in the case of
non-corporate entities, direct or indirect ownership of more than 50% of the
equity interest with the power to direct the management and policies of such
non-corporate entities.

"AGREEMENT" means this Option Agreement, including all schedules, and all
instruments supplementing, amending or confirming this Agreement and references
to "Article" or "Section" are to the specified article or section of this
Agreement.

"APPLICABLE LAW" means any applicable Canadian or foreign federal, provincial,
state or local statute, regulation, rule, by-law, ordinance, order, policy or
consent, including the common law, as well as any other enactment, treaty,
official directive or guideline issued by a Governmental Authority and the terms
and conditions of any permit, licence or similar document or approval issued by
a Governmental Authority, and shall also include any order, judgment, decree,
injunction, ruling, award or declaration, or other decision of whatsoever nature
of a court, administrative or quasi-judicial tribunal, an arbitrator or
arbitration panel or a Governmental Authority of competent jurisdiction that is
not subject to appeal or that has not been appealed within the requisite time
therefor.

"BUSINESS DAY" means a day, other than a Saturday, Sunday or statutory holiday,
on which the principal commercial banks located at Toronto, Ontario are open for
business during normal banking hours.

"CLAIM" means any claim, demand, action, cause of action, damage, loss, cost,
liability or expense, including reasonable legal fees and all reasonable Costs
incurred in


                                        3



investigating or pursuing any of the foregoing or any proceeding relating to any
of the foregoing.

"CONFIDENTIALITY" means to maintain in confidence and not to disclose the
applicable information to third parties, except:

(i) employees, officers, directors, consultants, agents and other
representatives that need to know or ought to know in order to discharge their
respective duties in an efficient manner; or

(ii) Persons that are or may be interested in advancing, loaning, investing or
otherwise providing potential debt or equity to a Party, including banks,
financial institutions, brokerage companies and their respective employees,
officers, directors, consultants, agents and other representatives, provided,
however, that such Persons agree to maintain the information to be disclosed in
confidence for a period not less than two years;

and "CONFIDENTIAL" and "CONFIDENCE" shall have similar meanings.

"COSTS" means any and all damages, including exemplary and punitive damages,
losses, including economic losses, costs, expenses, liabilities and obligations
of whatsoever kind, direct or indirect, including fines, penalties, interest,
lawyers' fees and disbursements, and taxes thereon.

"DEVELOPMENT STAGE" shall have the meaning ascribed thereto in Section 3.3
hereof.

"EFFECTIVE DATE" means the date of this Agreement.

"ELECTION DATE" shall have the meaning ascribed thereto in Section 3.2 hereof.

"ENCUMBRANCES" means any pledge, lien, restriction, charge, security agreement,
lease, conditional sale, title retention agreement, mortgage, encumbrance,
assignment by way of or in effect as security, or any other security interest,
and any option or adverse Claim, of any kind or character whatsoever.

"ENVIRONMENTAL LAWS" means all Applicable Laws relating to the protection of the
environment, including air, soil, surface water, ground water, biota, wildlife
or personal or real property, or to employee and public health and safety, and
includes those Environmental Laws that regulate, ascribe, provide for or pertain
to liabilities or obligations in relation to the existence, use, production,
manufacture, processing, distribution, transport, handling, storage, removal,
treatment, disposal, emission, discharge, migration, seepage, leakage, spillage
or release of Substances or the construction, alteration, use or operation,
demolition or decommissioning of any facilities or other real or personal
property.

"EVENT OF FORCE MAJEURE" shall nave the meaning ascribed thereto in Section 9.3
hereof.


                                        4



"EXPENDITURES" means any and all expenditures and Costs of any kind incurred in
respect of the Property, including expenditures incurred on Studies and all
Operator's Fees, and such Expenditures shall be deemed to have been incurred
upon the earlier of:

(i)   the date of payment of same; or

(ii)  the date upon which such Expenditures become due and payable pursuant to
the applicable contractual obligation;

provided, however, that Expenditures shall not include legal Costs to prepare
this Agreement, nor implement any of the transactions contemplated herein, or to
acquire additional mineral properties. For greater clarity, costs to maintain
the Property in good standing shall qualify as Expenditures, and such amounts
shall be credited towards the Optionee's Expenditure obligations as outlined
under Article 3 of this Agreement.

"FEASIBILITY STUDY" means a study prepared at the direction of the Optionee by a
recognized firm of mining engineering consultants which contains a detailed
examination of the feasibility of bringing a deposit of minerals on the Property
into commercial production by the establishment of a mine, reviews all
outstanding issues, contains the statement of the ore reserves, reviews the
nature and scale of any proposed operation, contains an estimate of the
construction costs and production costs and is in the form of a bankable
document (meaning a document appropriate for presentation to a bank or other
financial institutions from which a party might wish to secure financing).

"GOVERNMENTAL AUTHORITIES" means all applicable federal, provincial or state and
municipal agencies, boards, tribunals, ministries and departments, both Canadian
and foreign.

"INDEMNIFIED PARTY" shall have the meaning ascribed thereto in Section 7.1
hereof.

"INDEMNIFYING PARTY" shall have the meaning ascribed thereto in Section 7.1
hereof.

"INITIAL EXPENDITURES" shall have the meaning ascribed thereto in Section 3.1
hereof.

"INFERTILE PROPERTY" shall have the meaning ascribed thereto in Section 5.1
hereof.

"JOINT VENTURE" shall have the meaning ascribed thereto in Section 4.4 hereof.

"JOINT VENTURE AGREEMENT" means the agreement for the further exploitation and
development of the Property that both Parties have undertaken to negotiate in
good faith and use their best efforts to execute on such terms as are mutually
agreeable to the Parties following the exercise by the Optionee of the 50%
Option in accordance with the terms and conditions of this Agreement.

"LETTER OF INTENT" shall have the meaning ascribed thereto in the recitals
hereto.


                                        5



"MATERIAL CONTRACT" means any contract or commitment, whether oral or written,
to which the Optionor is bound or in respect of which the Optionor may have
liability and that relates to the Property.

"MINERAL CLAIMS" means those nine mineral claims in six separate blocks
totalling 12,417 hectares, all as further described in Schedule A hereto, as
well as all additional mineral properties acquired pursuant to Article 8 hereof.

"MINING OPERATIONS" includes every kind of work done on or in respect of the
Property or the products therefrom and, without limiting the generality of the
foregoing, includes the work of assessment, geophysical, geochemical and
geological surveys, studies and mapping, investigating, drilling, designing,
examining, equipping, improving, surveying, shaft sinking, raising,
cross-cutting and drifting, searching for, digging, trucking, sampling, working
and procuring minerals, ores and metals, surveying and bringing any mining
claims to lease or patent, and doing all other work usually considered to be
prospecting, exploration, development and/or mining work.

"MISCELLANEOUS INTERESTS" means the interests of the Optionor in all property,
assets and rights (other than the Property) ancillary to the Property to which
the Optionor is entitled including, but not limited to, the interests of the
Optionor in:

      (a)   any Studies;

      (b)   all contracts, agreements and documents relating to the Property and
      the operations conducted thereunder or any rights in relation thereto;

      (c)   all subsisting rights to enter upon, use and occupy the surface of
      any lands forming part of the Property or of any lands to be traversed in
      order to gain access to any of the lands forming part of the Property;

      (d)   all assignable permits, licenses and authorizations relating to the
      Property;

      (e)   all books, records, data and other information relating to the
      Property, including accounting records, plans, drawings and
      specifications;

      (f)   Intentionally Deleted;

      (g)   Intentionally deleted; and

      (h)   all pre-paid expenses and deposits relating to the Property.

"NOTICE" shall have the meaning ascribed thereto in Section 9.7 hereof.

"NSR" means net smelter royalty.

"NWT SHARES" means the issued and outstanding shares of the Optionee, which
carry the right to vote at shareholders' meetings, the right to receive
dividends and the right to a proportionate share of assets upon dissolution, as
constituted on the Effective Date.


                                        6



"OPERATOR" means the Party that is entitled to direct exploration work,
including work plans and budgets to be implemented, in respect of the Property,
all in accordance with Section 5.1 hereof.

"OPERATOR'S FEE" has the meaning ascribed thereto in Section 5.1 hereof.

"OPTION PERIOD" means the period of time from the Effective Date to the date
upon which the Optionee exercises the 75% Option or the Option terminates, all
pursuant to the terms hereof.

"OPTIONEE" shall have the meaning ascribed thereto in the recitals hereto.

"OPTIONOR" shall have the meaning ascribed thereto in the recitals hereto.

"OPTIONOR NSR" shall have the meaning ascribed thereto in Section 4.1 hereof.

"OPTIONS" means the 50% Option, the 60% Option and the 75% Option, collectively.

"PARTIES" means the Optionor and the Optionee together, and "PARTY" means any
one of them.

"PERMITTED ENCUMBRANCES" means;

      (a)   easements, rights of way, servitude and similar rights in land
      including, but not limited to, rights of way and servitude for highways
      and other roads, railways, sewers, drains, gas and oil pipelines, gas and
      water mains, electric power, telephone, telegraph or cable television
      conduits, poles, wires and cables which are not material;

      (b)   the right reserved to or vested in any Governmental Authority by the
      terms of any lease, licence, grant or permit forming part of the Property,
      or by any statutory provision, to terminate any such lease, licence, grant
      or permit or to require annual or other periodic payments as a condition
      of the continuance of them, as well as all other reservations,
      limitations, provisos and conditions in any original grant from
      Governmental Authorities;

      (c)   the right of any Governmental Authority to levy taxes on minerals or
      the revenue therefrom and governmental restrictions on production rates on
      the operation of a mine on the Property, as well as all other rights
      vested in any Governmental Authority to control or regulate the Property
      pursuant to Applicable Laws;

      (d)   any liens, charges or other Encumbrances:

            (i)    for taxes, assessments or governmental charges;

            (ii)   incurred, created and granted in the ordinary course of
            business to a public utility or Governmental Authority in connection
            with operations


                                        7



            conducted with respect to the Property, but only to the extent those
            liens relate to Costs for which payment is not due; and

      (e)   any other rights or Encumbrances consented to in writing by the
      Optionce or granted by the Optionee.

"PERSON" means any individual, sole proprietorship, partnership, unincorporated
association, unincorporated syndicate, unincorporated organization, trust,
company, corporation or other body corporate, union, Governmental Authority and
a natural person in his capacity as trustee, executor, administrator, or other
legal representative.

"PRESS RELEASE" shall have the meaning ascribed thereto in Section 6.4 hereof.

"PROPERTY" means collectively the Miscellaneous Interests and all permits,
licenses and other documents of title, including replacement or substitute forms
of documents of title, by virtue of which the holder is entitled to explore for,
develop, produce, mine, recover, remove or dispose of minerals from on or within
the lands comprising the Mineral Claims.

"SECOND ELECTION DATE" shall have the meaning ascribed thereto in Section 3.3
hereof.

"SECOND EXPLORATION PERIOD" shall have the meaning ascribed thereto in Section
3.2 hereof.

"STUDIES" means any and all studies pertaining to the Property, including all:

      (f)   geological, resource, reserve, mining and product quality studies;
      and

      (g)   socio-economic, environmental, transportation, infrastructure,
      power, market and financial studies.

"SUBSTANCE" means any contaminant, pollutant or hazardous substance that is
likely to cause harm or degradation to the environment or risk to human health
or safety, including any pollutant, contaminant, waste, hazardous waste, toxic
substance or dangerous good which is defined or identified in any Environmental
Law.

"SUCCESSORS" means successors and includes any successor continuing by reason of
amalgamation or other reorganization and any Person to which assets are
transferred by reason of a liquidation, dissolution or winding-up.

1.2   Schedules

The following Schedule to this Agreement, as listed below, is an integral part
of this Agreement:

      Schedule      Description
      --------      ------------

      Schedule A    Property Description


                                        8



      Schedule B    Additional Definitions

ARTICLE 2 REPRESENTATIONS AND WARRANTIES

2.1   Optionor's Representations and Warranties

The Optionor, to the best of its knowledge, represents and warrants to the
Optionee at the time of the execution of this Agreement as follows:

      (a)   the Optionor is the sole registered and beneficial owner of a 100%
            interest in the Property, free and clear of all Encumbrances, Claims
            and defects in title, other than the Permitted Encumbrances;

      (b)   during the term of this Agreement, the Optionor shall take all
            actions and do all things necessary or desirable to ensure that (i)
            no liabilities are incurred on the Property other than with the
            express written consent of the Optionee; and (ii) the Property
            remains free and clear of all Encumbrances whatsoever other than the
            Optionor NSR and the Permitted Encumbrances;

      (c)   the description of the Property set forth herein is true and
            correct;

      (d)   there have been no mines developed on the Property to the date
            hereof;

      (e)   it has obtained all required approvals and authorizations to grant
            the Options to the Optionee, and to transfer up to a 75% interest in
            the Property to the Optionee in accordance with the terms hereof,
            and the Optionor has sole and complete power and authority to deal
            with the Property in the manner contemplated in this Agreement;

      (f)   except for the Permitted Encumbrances and the rights of the Optionee
            under this Agreement, the Optionor has not done any act or suffered
            or permitted any action to be done whereby any Person may acquire
            any interest in or to the Property or minerals to be produced from
            the Property;

      (g)   no Person has any right under preferential, pre-emptive or first
            purchase rights or otherwise to acquire any interest in the Property
            that might be triggered by virtue of this Agreement or the
            transactions contemplated hereby;

      (h)   there is no actual, threatened or, to the best of its knowledge,
            contemplated Claim or challenge relating to the Property, nor to the
            best of its information, knowledge and belief is there any basis
            therefor, and there is not presently outstanding against the
            Optionor any judgment, decree, injunction, rule or order of any
            court, Governmental Authority or arbitrator which would have a
            material effect upon the Property;


                                        9



      (i)   all taxes, assessments, rentals, levies and other payments, as well
            as all reports, relating to the Property and required to be made,
            performed and filed to and with any Governmental Authority in order
            to maintain the Property in good standing have been so made,
            performed or filed, as the case may be;

      (j)   the Property is in good standing and in full compliance with the
            mining legislation and regulations of the Province of Saskatchewan;

      (k)   to the best of the Optionor's knowledge there has been no Claim made
            by any Aboriginal Peoples, nor is there any basis therefor, with
            respect to any right or interest in or to the Property;

      (1)   to the best of the Optionor's knowledge, conditions on and relating
            to the Property respecting all past and current operations thereon
            are in compliance in all material respects with all Applicable Laws,
            including all Environmental Laws;

      (m)   it has not received any notice of, or communication relating to, any
            actual or alleged breach of any Environmental Laws, and there are no
            outstanding work orders or actions required to be taken relating to
            environmental matters respecting the Property or any operations
            carried out thereon; and

      (n)   it is not a party to or bound by any guarantee, indemnification,
            surety or similar obligation pertaining to the Property and, except
            for this Agreement, no Material Contracts have been entered between
            the Optionor and any other Person with respect to the Property other
            than the Letter of Intent.

2.2   Representations and Warranties of the Parties

Each Party represents and warrants to the other as follows:

      (a)   it is a corporation duly incorporated and validly existing under the
      laws of its jurisdiction of incorporation, amalgamation or continuance, as
      the case may be, and has all necessary corporate power, authority and
      capacity to own its property and assets and to carry on its business as
      presently conducted;

      (b)   the execution, delivery and performance of this Agreement do not,
      and the fulfillment and compliance with the terms and conditions hereof by
      it (to the extent required herein) and the consummation of the
      transactions contemplated hereby will not, conflict with any of, or
      require the consent or waiver of rights of any Person under, its
      constating documents or by-laws, nor to the best of its knowledge do or
      will any of the foregoing:

            (i)    violate any provision of or require any consent,
            authorization or approval under any Applicable Law;


                                       10



            (ii)   conflict with, result in a breach of, constitute a default
            under (whether with notice or the lapse of time or both), accelerate
            or permit the acceleration of the performance required by, or
            require any consent, authorization or approval which has not been
            obtained under any agreement or instrument to which it is a party or
            by which it is bound or to which any of its property is subject; or

            (iii)  result in the creation of any Encumbrance upon its interest
            in the Property, in the case of the Optionor;

      (c)   it has all necessary power, authority and capacity to enter into
      this Agreement and to carry out its obligations under this Agreement and
      the execution and delivery of this Agreement and the consummation of the
      transactions contemplated in this Agreement have been duly authorized by
      all necessary corporate action on its part;

      (d)   this Agreement constitutes a valid and binding obligation of it,
      enforceable against it in accordance with the terms of this Agreement,
      subject, however, to limitations with respect to enforcement imposed by
      law in connection with bankruptcy or similar proceedings and to the extent
      that equitable remedies such as specific performance and injunction are in
      the discretion of the court from which they are sought; and

      (e)   it has not incurred any liability, contingent or otherwise, for
      brokers' or finders' fees in respect of the transactions contemplated
      herein.

No investigations made by or on behalf of a Party at any time shall have the
effect of waiving, diminishing the scope of or otherwise affecting any
representation or warranty made by the other Party in or pursuant to this
Agreement. No waiver by a Party of any condition or other provision, in whole or
in part, shall constitute a waiver of any other condition or provision.

2.3   Nature and Survival

      (a)   All statements contained in any certificate or other instrument
      delivered by or on behalf of a Party pursuant to or in connection with the
      transactions contemplated in this Agreement shall be deemed to be
      representations and warranties made by such Party under this Agreement.

      (b)   The representations and warranties contained in this Article 2 shall
      survive the execution and delivery of the Joint Venture Agreement and
      shall continue in full force and effect for the duration of the Joint
      Venture Agreement.

      (c)   If, prior to the expiry of the survival periods provided for in
      Section 2.3(b), no written Claim shall have been made under this Agreement
      against a Party for any misstatement, inaccuracy or incorrectness or
      breach of any representation or warranty made in this Agreement by such
      Party, such Party shall have no further liability under this Agreement
      with respect to such representation


                                       11



      or warranty. In providing a Claim, the Party making the Claim shall not be
      obligated to set out in the Claim the amount of Costs suffered by such
      Party, if such Costs, as at the time of making the Claim, are not
      reasonably ascertainable.

ARTICLE 3 OPTION

3.1   Grant of 50% Option

The Optionor hereby grants to the Optionee the sole and exclusive right and
option (the "50% OPTION") exercisable in the manner described herein, to acquire
a 50% legal and beneficial interest in the Property free and clear of all
Encumbrances and Claims other than the Permitted Encumbrances and the Optionor
NSR, which interest shall vest on the date (the "ACQUISITION DATE") upon which
each of following events has been completed:

      (a)   cash payments made by the Optionee to the Optionor, as follows:

            --------------------------------------------------------------------
            On or prior to the earlier of December 9,2005
            and the Execution Date                                   Cdn $25,000
            --------------------------------------------------------------------
            On or prior to April 1,2006                              Cdn $25,000
            --------------------------------------------------------------------
            On or prior to April 1,2007                              Cdn $50,000
            --------------------------------------------------------------------
            On or prior to April 1,2008                             Cdn $50,000;
            --------------------------------------------------------------------

      (b)   the issuance by the Optionee of NWT Shares to the Optionor, as
            follows:

            --------------------------------------------------------------------
            On or prior to the earlier of December 9,         100,000 NWT Shares
            2005 and the Execution Date
            --------------------------------------------------------------------
            On or prior to April 1,2006                       100,000 NWT Shares
            --------------------------------------------------------------------
            On or prior to April 1,2007                      100,000 NWT Shares;
            --------------------------------------------------------------------

            and

      (c)   the completion of exploration Expenditures by the Optionee of a
            minimum of Cdn$2,000,000 on the Property, as follows:

            (i)    Cdn$500,000 (the "INITIAL EXPENDITURES") by April 1,
                   2006, subject to the availability of airborne equipment,
                   flight availability, and availability of drilling and
                   exploration equipment on such terms as are reasonable to the
                   Optionee, acting reasonably. If such equipment is not
                   available on such terms as are acceptable to the Optionee,
                   acting reasonably, the Optionor hereby agrees to consent


                                       12



                   to a later deadline for the completion of the Initial
                   Expenditures by the Optionee, which later deadline shall be
                   mutually agreed upon by both the Optionor and the Optionee,
                   each acting reasonably. The Optionee has agreed to reimburse
                   the Optioner for airborne surveys carried out on the property
                   since the completion of the Letter of Agreement. Such
                   payment, which is estimated to be Cdn $100,000, will form
                   part of and will count towards the Initial Expenditures, and
                   will be payable on the Execution date.

            (ii)   a further Cdn$750,000 on or prior to April 1,2007; and

            (iii)  a further Cdn$750,000 on or prior to April 1,2008.

            Expenditures in excess of the minimum requirements set forth above
            in any given year shall count towards the minimum Expenditures set
            forth above in subsequent years.

Forthwith upon completion of each of the above events set forth in subsections
3.1 (a), (b) and (c), the Optionor will take all actions and do all things
necessary or desirable to effect a transfer of 50% of its legal and beneficial
right, title and interest in and to the Property to the Optionee in accordance
with Article 4 below.

3.2   Grant of 60% Option

The Optionor hereby grants to the Optionee the sole and exclusive right and
option (the "60% OPTION") exercisable in the manner described herein, to acquire
a further 10% legal and beneficial interest in the Property (for an aggregate
60% legal and beneficial interest in the Property) free and clear of all
Encumbrances and Claims other than the Permitted Encumbrances and the Optionor
NSR.

In order to exercise its 60% Option, the Optionee must (i) provide written
notice of such election to the Optionor within 90 days from the Acquisition Date
(the date of such written notice being hereinafter referred to as the "ELECTION
DATE") and (ii) complete a further Cdn$2,000,000 in exploration Expenditures on
the Property within the period commencing on the Election Date and terminating
on the second anniversary of the Election Date (the "SECOND EXPLORATION
PERIOD"), and the Optionee shall be required to complete minimum annual
Expenditures on the Property of Cdn$500,000 in each year of the Second
Exploration Period.

Upon completion of aggregate exploration Expenditures of Cdn$2,000,000 on the
Property during the Second Exploration Period as required pursuant to this
Section 3.2, the Optionor will take all actions and do all things necessary or
desirable to effect a transfer of a further 10% of its legal and beneficial
right, title and interest in and to the Property to the Optionee, such that the
Optionee thereafter holds a 60% legal and beneficial interest in the Property in
accordance with Article 4 below.


                                       13



3.3   Grant of 75% Option

The Optionor hereby grants to the Optionee the sole and exclusive right and
option (the "75% OPTION") exercisable in the manner described herein, to acquire
a further 15% legal and beneficial interest in the Property (for an aggregate
75% legal and beneficial interest in the Property) free and clear of all
Encumbrances and Claims other than the Permitted Encumbrances and the Optionor
NSR.

In order to exercise its 75% Option, the Optionee must (i) provide written
notice of such election to the Optionor within 90 days following the date upon
which it has fully exercised its 60% Option (the date of such written notice
being hereinafter referred to as the "SECOND ELECTION DATE"); (ii) complete a
Feasibility Study on the Property within the period commencing on the Second
Election Date and terminating on the second anniversary of the Second Election
Date (the "DEVELOPMENT STAGE"); (iii) issue 200,000 NWT Shares to the Optionor
as soon as reasonably practical following the Second Election Date; and (iv)
complete minimum annual budgeted programs on the Property of Cdn $500,000 per
year for each full year of the Development Stage. Notwithstanding the foregoing,
the Optionee may elect prior to the expiry of the Development Stage to extend
such Development Stage for an additional two year period by paying to the
Optionor a fee of Cdn$250,000 in advance for each incremental year of such
extension.

Upon completion of each of the above events set forth in subsections 3.3(i),
(ii), (iii) and (iv), the Optionor will take all actions and do all things
necessary or desirable to effect a transfer of a further 15% of its legal and
beneficial right, title and interest in and to the Property to the Optionee,
such that the Optionee thereafter holds a 75% legal and beneficial interest in
the Property in accordance with Article 4 below.

3.4   No Obligation

The Optionee has the right, but not the obligation, to incur the Expenditures,
issue the NWT Shares and do all other things necessary in order to exercise the
50% Option, the 60% Option and the 75% Option pursuant to this Article 3.

3.5   Notice of Option

The Optionee shall have the right to register notice of this Agreement for the
sole purpose of giving notice of its Option rights hereunder. Such notice shall
be removed by the Optionee upon termination of this Agreement.

3.6   Optionor NSR

The Optionor NSR, if any, shall be payable to the Optionor in equal quarterly
instalments commencing at the end of the first full calendar quarter during
which such Optionor NSR becomes payable. The reasonably estimated amount of the
Optionor NSR, if any, payable for each calendar quarter shall be paid within 60
days after the end of the quarter to which it relates, accompanied by a
statement for the quarter in question. The balance, if any, of the Optionor NSR
payable for a full calendar year shall be paid within 60 days after the end of
the calendar year in question, accompanied by a statement of the


                                       14



Optionor NSR for such year, duly certified by a chartered accountant appointed
for such purpose. Any overpayment for a calendar year shall be deductible from
payments due in subsequent year(s).

ARTICLE 4 VESTING OF INTEREST

4.1   Vesting of 50% Interest

Should the Optionee take all actions and do all things necessary to exercise the
50% Option in accordance with Section 3,1, then;

      (a)   the Optionee shall give notice to the Optionor of such fact;

      (b)   the Parties shall execute the Joint Venture Agreement in accordance
      with Section 4.4 below and, until such execution, the Parties shall be
      deemed to have executed same; and

      (c)   the Optionor will take all actions and do all things necessary or
      desirable to effect a transfer of 50% of its legal and beneficial right,
      title and interest in and to the Property to the Optionee, such that the
      Optionee thereafter holds a 50% legal and beneficial interest in the
      Property.

In consideration for the transfer such 50% interest, the Optionor shall be
entitled to receive an aggregate NSR of three percent (3%) of the Net Smelter
Returns (as defined in Schedule "B" hereto) derived from the Property following
the commencement of Full Scale Production (as defined in Schedule "B" hereto)
thereon (the "OPTIONOR NSR").

4.2   Vesting of 60% Interest

Should the Optionee take all actions and do all things necessary to exercise the
60% Option in accordance with Section 3.2, then:

      (a)   the Optionee shall give notice to the Optionor of such fact; and

      (b)   the Optionor will take all actions and do all things necessary or
      desirable to effect a transfer of a further 10% of its legal and
      beneficial right, title and interest in and to the Property to the
      Optionee, such that the Optionee thereafter holds a 60% legal and
      beneficial interest in the Property.

4.3   Vesting of 75% Interest

Should the Optionee take all actions and do all things necessary to exercise the
75% Option in accordance with Section 3.3, then:

      (a)   the Optionee shall give notice to the Optionor of such fact;

      (b)   the Optionor will take all actions and do all things necessary or
      desirable to effect a transfer of a further 15% of its legal and
      beneficial right, title and


                                       15



      interest in and to the Property to the Optionee, such that the Optionee
      thereafter holds a 75% legal and beneficial interest in the Property;

      (c)   this Agreement shall be terminated except for Articles 2,6 and 7
      (reps and warranties, confidentiality and indemnification) which shall
      continue in full force and effect; and

      (d)   neither Party shall be liable to the other as a result of such
      termination of this Agreement, save and except for prior breaches
      hereunder.

4.4   Joint Venture Agreement

      (a)   Upon the Optionee exercising its 50% Option pursuant to Section 3.1
      hereof, the Parties shall be deemed to have formed a new joint venture
      (the "JOINT VENTURE"), and subject to the Optionor continuing to exercise
      the Option during the Option Period, the percentages of the contributions
      of each of the Parties shall be adjusted accordingly, such that each Party
      shall be deemed to have contributed the following amounts to the Joint
      Venture on a going-forward basis:

      (i)   the Optionee shall be deemed to have contributed an amount equal to
            its actual exploration expenditures completed on the Property to the
            applicable date in accordance with Article 3 hereof (the "ACTUAL
            EXPENDITURES"); and

      (ii)  the Optionor shall be deemed to have contributed an amount in
            relation to the Actual Expenditures which is proportionate to the
            respective interests of the Parties in the Property as at such date.

      (b)   If either of the Parties allows its interest in the Joint Venture to
      be diluted below a 10% participating interest in the Property, then such
      Party's interest will revert to a 3% NSR which, for greater certainty,
      shall be in addition to the Optionor's NSR. The Optionor's NSR shall rank
      first in priority. To calculate a Party's interest in the Joint Venture,
      the deemed expenditures of such Party pursuant to subsection (a) above
      shall be divided by the total deemed expenditures incurred by both Parties
      pursuant to subsection (a) above.

      (c)   The Parties agree and acknowledge that (i) the Parties shall at all
      times use their best efforts to negotiate and adopt a mutually acceptable
      work program with respect to the Property; and (ii) in the event that the
      Parties are unable to establish a mutually acceptable work program with
      respect to the Property, the Optionee shall have the authority to make the
      final determination with respect to all such matters.

      (d)   After the formation of the Joint Venture, both of the Parties shall
      contribute to further programs on the Property based upon the respective
      interests in the Property. On or before the exercise by the Optionee of
      its 50% Option pursuant to Section 3.1 hereof, the Parties shall negotiate
      in good faith and use their best efforts to execute the Joint Venture
      Agreement governing the Joint


                                       16



      Venture. The Joint Venture Agreement shall incorporate the terms set out
      herein in respect of the relationship of Parties in the Joint Venture and
      such other terms as the Parties may agree.

      (e)   In the event that the Parties are unable to execute the Joint
      Venture Agreement in a mutually agreeable form, the Parties shall submit
      the matter to an independent mediator in the City of Toronto which
      mediator shall be appointed by mutual agreement of the Parties, acting
      reasonably. The Parties further agree and acknowledge that the
      determination of such independent mediator shall be final and binding on
      the Parties. The costs and expenses of such independent mediator shall be
      borne equally by the Parties, or in such other proportion as may be
      determined by the independent mediator.

ARTICLES OPTION PERIOD OPERATIONS

5.1   Option Period Matters

      (a)   During the Option Period;

            (i)    the Operator shall have the sole and exclusive right to carry
            out exploration programs on the Property, and each of the Parties
            shall have the right of reasonable access to the Property;

            (ii)   the Operator shall maintain the Property in good standing by
            paying all appropriate mining duties, taxes or other applicable fees
            and filing all exploration reports, including those duties and
            reports referred to in the mining legislations and regulations of
            the Province of Saskatchewan (and, for greater certainty, the
            proceeds of the Expenditures incurred pursuant to Article 3 may be
            applied towards such payments but in no circumstances shall this
            subsection be construed so as to require any expenditures to be
            incurred on the Property by the Optionee in excess of the applicable
            Expenditures set forth in Article 3 hereof);

            (iii)  the Optionor shall be the Operator of the Property until such
            time as the Optionee has fully exercised its 60% Option, and
            thereafter, the Optionee will act as Operator of the Property;

            (iv)   the Optionor will receive an annual management fee equal to
            10% of the exploration Expenditures incurred on the Property (the
            "OPERATOR'S FEE") in each respective year of its operation thereof;

            (v)    all Operator's fees paid, and all payments necessary to keep
            the Property in good standing, during the Option Period will count
            towards the minimum Expenditure requirements of the Optionee noted
            in Article 3 above;

            (vi)   at all times following the Acquisition Date, neither Party
            may enter into any agreement or understanding with any third party
            concerning its


                                       17



            interest in the Property without the prior written consent of the
            other Party, which consent may not be unreasonably withheld;

            (vii)  subject to subsection 4.4(c) hereof, the Operator shall, at
            the direction and under the control of the Optionee, prepare, or
            cause to be prepared, such programs, budgets and studies as would
            enable the Optionee to incur the Expenditures as provided in Section
            3.3 hereof The Optionor and Optionee shall establish a management
            committee consisting of the chief executive of each Party, and their
            respective senior geologist (the "MANAGEMENT COMMITTEE"). The
            content and timing of the programs, budgets and studies as discussed
            above must be presented to the Management Committee for approval. In
            the event of a deadlock of the Management Committee, the Optionee
            shall cast the deciding vote;

            (viii) the Operator shall ensure that all work so performed is done
            in accordance with good mining practice and In compliance with all
            Applicable Laws and shall indemnify the other Party from and against
            all Claims in respect of such work, including liens arising from the
            non-payment of workers or suppliers;

            (ix)   the Operator shall use its best efforts to ensure that all
            budgeted exploration expenditures incurred on the Property shall
            constitute "Canadian exploration expenses" as defined in the Income
            Tax Act (Canada) as amended from time to time, and all rules and
            regulations made pursuant thereto, and any proposed amendments
            thereto;

            (x)    the Operator shall report on all such work so performed or
            being performed on such regular intervals and in such detail as the
            other Party may request;

            (xi)   both Parties shall have access to the Property, at their sole
            risk and expense, and to all records pertaining to the Property;

            (xii)  both Parties shall have the right to propose that a portion
            of the Property be abandoned ("INFERTILE PROPERTY") and, if the
            Parties should agree, the Infertile Property shall be abandoned. In
            the event of deadlock, the Optionee shall cast the deciding vote on
            whether or not to abandon the Infertile Property;

            (xiii) the Optionor shall use its best efforts to seek and advise
            the Optionee of all available provincial and federal tax credits for
            exploration work conducted in connection with the Property, and
            shall, when directed, apply for same for the benefit of the Optionee
            in the event that the Optionee funds the Expenditures in connection
            with such exploration work, further to Article 3 hereof; and

            (xiv)  the Optionee shall have the right to audit the expenditures
            of the Optionor in respect of the Property, and the Optionor, while
            acting as the


                                       18



            Operator, must provide the Optionee with monthly status
            reports as to progress of exploration on the Property and the
            associated expenditures in relation to such exploration on
            the Property.

ARTICLE 6 CONFIDENTIALITY AND INFORMATION

6.1   Confidentiality of Information

All information provided to or received by the Parties hereunder shall be
treated as Confidential ("CONFIDENTIAL INFORMATION"). The Optionee and the
Optionor shall each solicit the consent of the other to the disclosure of
Confidential Information in circumstances other than those set forth in Section
6.2 and such consent shall not be unreasonably withheld or delayed.

6.2   Permitted Disclosure

The consent required by Section 6.1 shall not apply to a disclosure to:

      (a)   comply with any Applicable Laws, stock exchange rules or a
      regulatory authority having jurisdiction;

      (b)   a director, officer or employee of a Party;

      (c)   an Affiliate of a Party;

      (d)   a consultant, contractor or subcontractor of a Party that has a bona
      fide need to be informed;

      (e)   any third party to whom the disclosing Parry may assign any of its
      rights under this Agreement; or

      (f)   a bank or other financial institution from which the disclosing
      Party is seeking equity or debt financing,

provided, however, that in the case of Sections 6.2(e) and (f) the third party
or parties, as the case may be, agree to maintain in Confidence for A period of
not less than two years with respect to any of the Confidential Information so
disclosed to them.

6.3   Exception

The obligations of Confidence and prohibitions against use under this Agreement
shall not apply to information that the disclosing Party can show by reasonable
documentary evidence or otherwise;

      (a)   as of the Effective Date, was in the public domain;

      (b)   after the Effective Date, was published or otherwise became part of
      the public domain through no fault of the disclosing party or an Affiliate
      thereof (but


                                       19



      only after, and only to the extent that, it is published or otherwise
      becomes part of the public domain);

      (c)   was information that the disclosing party or its Affiliates were
      required to disclose pursuant to the order of any Governmental Authority
      or judicial authority.

6.4   Joint Press Release

The Optionor and the Optionee acknowledge that each of them has an obligation to
disclose, inter alia, a summary of the terms and conditions of this Agreement to
its shareholders pursuant to Applicable Laws ("PRESS RELEASE"). The Parties
agree to cooperate on the form of the Press Release. Notwithstanding the
foregoing, it is acknowledged that the Press Release will disclose all
information required pursuant to National Instrument 43-101 of the Canadian
Securities Administrators.

ARTICLE 7 INDEMNIFICATION

7.1   Mutual Indemnifications

The Optionor covenants and agrees with the Optionee, and the Optionee covenants
and agrees with the Optionor (the Party so covenanting being referred to in this
Section as the "INDEMNIFYING PARTY", and the other Party being referred to in
this Section as the "INDEMNIFIED PARTY") that the Indemnifying Party shall:

      (a)   be solely liable and responsible for any. and all Claims which the
      Indemnified Party or any of its respective directors, officers, servants,
      agents and employees, together with the Successors, assigns,
      administrators, executors, heirs and all other legal representatives of
      the foregoing, may suffer, sustain, pay or incur; and

      (b)   indemnify and save the Indemnified Party and its respective
      directors, officers, servants, agents and employees, together with the
      Successors, assigns, administrators, executors, heirs and all other legal
      representatives of the foregoing, harmless from any and all Claims which
      may be brought against or suffered by such Persons or which they may
      sustain, pay or incur,

as a result of, arising out of, attributable to or connected with any breach or
non-fulfillment of any representation, warranty, covenant or agreement on the
part of the Indemnifying Party under this Agreement (other than a breach or
non-fulfillment of the Optionee's option to exercise any of the Options pursuant
to Article 3 hereof) or any misstatement or inaccuracy of or any other
incorrectness in or breach of any representation or warranty of the Indemnifying
Party contained in this Agreement or in any certificate or other document
furnished by the Indemnifying Party pursuant to this Agreement.

For greater certainty and without limiting the generality of the foregoing, the
Parties acknowledge and agree that the Optionee shall not be responsible for any
environmental


                                       20



or other liabilities accrued on the Property by the Optionor prior to the
Effective Date, and the Optionor hereby agrees to indemnify and hold harmless
the Optionee and all of its directors, officers, servants, agents and employees,
together with the Successors, assigns, administrators, executors, heirs and all
other legal representatives of the Optionee, in connection with such matters.

ARTICLE 8 ADDITIONAL PROPERTY ACQUISITIONS

81    Acquisitions

The provisions of this Agreement shall apply mutatis mutandis with respect to
any additional interest in any mineral, surface or water rights which either
Party acquires or leases, or to which it becomes entitled to acquire or lease,
directly or indirectly, whether alone or in concert with another party, after
the Effective Date and prior to December 31, 2007, where such additional
interest is located within two (2) miles of the boundaries of the Property as it
is comprised on the Effective Date.

ARTICLE 9 GENERAL

9.1   Rules of Interpretation

In this Agreement and the Schedule:

      (a)   time is of the essence in the performance of the Parties' respective
      obligations;

      (b)   unless otherwise specified, all references to money amounts are to
      Canadian currency;

      (c)   where a representation or warranty is made in this Agreement on the
      basis of the knowledge of the Optionor, such knowledge consists of the
      actual knowledge of the officers and senior managers of the Optionor after
      reviewing their files but does not include the knowledge of any other
      Person;

      (d)   the descriptive headings of Articles and Sections are inserted
      solely for convenience of reference and are not intended as complete or
      accurate descriptions of content and shall not be used to interpret the
      provisions of this Agreement;

      (e)   the use of words in the singular or plural, or with a particular
      gender, shall not limit the scope or exclude the application of any
      provision of this Agreement to such person or persons or circumstances as
      the context otherwise permits;

      (f)   unless otherwise specified, time periods within or following which
      any payment is to be made or act is to be done shall be calculated by
      excluding the day on which the period commences and including the day on
      which the period ends and by extending the period to the next Business Day
      following if the last day of the period is not a Business Day. Whenever
      any payment is to be made or


                                       21



      any action under this Agreement is to be taken on a day other than a
      Business Day, such payment shall be made or action taken on the next
      Business Day following;

      (g)   the use of the words, "include" or "including" shall be deemed to
      mean "include, without limitation", or "including, without limitation", if
      applicable.

9.2   Arbitration

      (a)   In the event of a dispute in relation to this Agreement, including,
      without limitation, the existence, validity, performance, breach or
      termination thereof, or any matter arising therefrom, including whether
      any matter is subject to arbitration, the Parties agree to negotiate
      diligently and in good faith in an attempt to resolve such dispute.
      Submission to arbitration under this Section 9.2 shall be a condition
      precedent to bringing any action with respect to such dispute.

      (b)   Failing resolution satisfactory to either Party, either Party may
      request that the dispute be resolved by binding arbitration, conducted in
      English, in Toronto, Ontario. The Arbitration Act 1991 (Ontario), as may
      be amended from time to time, shall apply to such proceedings.

      (c)   To demand arbitration any Party (the "DEMANDING PARTY") shall give
      written notice to the other Party (the "RESPONDING PARTY"), which notice
      shall toll the running of any applicable limitations of actions by law or
      under this Agreement Such notice shall specify the nature of the
      allegation and issues in dispute, the amount or value involved (if
      applicable) and the remedy requested. Within 20 days of the receipt of the
      notice, the Responding Party shall answer the demand in writing,
      specifying the allegations and issues that are disputed.

      (d)   The Demanding Party and Responding Party shall each select one
      qualified arbitrator within 10 days of the Responding Party's answer. Each
      of the arbitrators shall be a disinterested person qualified by experience
      to hear and determine the issues to be arbitrated. The arbitrators so
      chosen shall select a neutral arbitrator within 10 days of their
      selection.

      (e)   No later than 20 Business Days after hearing the representations and
      evidence of the Parties, the arbitrators shall make their majority
      determination in writing and deliver one copy to each of the Parties. The
      written decision of the arbitrators shall be final and binding upon the
      Parties in respect of all matters relating to the arbitration, the
      procedure, the conduct of the Parties during the proceedings and the final
      determination of the issues in the arbitration. There shall be no appeal
      from the determination of the arbitrators to any court. The decision
      rendered by the arbitrators may be entered into any court for enforcement
      purposes.

      (f)   The arbitrators may determine all questions in law and jurisdiction
      (including questions as to whether or not a dispute is arbitrable) and all
      matters of procedure relating to the arbitration.


                                       22



      (g)   A dispute of the Parties shall not constitute an Event of Force
      Majeure.

      (h)   The arbitrators shall have the right to grant legal and equitable
      relief and to award Costs (including legal fees and the Costs of
      arbitration) and interest. The Costs of any arbitration shall be born by
      the Parties in the manner specified by the arbitrators in their majority
      determination. The arbitrators may make an interim order, including
      injunctive relief and other provisional, protective or conservatory
      measures, as well as orders seeking assistance from a court in taking or
      compelling evidence or preserving and producing documents regarding the
      subject matter of the dispute.

      (i)   All papers, notices or process pertaining to an arbitration
      hereunder may be served on a Party as provided in Section 9.8.

      (j)   The Parties agree to treat as Confidential Information, in
      accordance with the provisions of Article 6, the following; the existence
      of the arbitral proceedings; written notices, pleadings and correspondence
      in relation to the arbitration; reports, summaries, witness statements and
      other documents prepared in respect of the arbitration; documents
      exchanged for purposes of the arbitration; the contents of any award or
      ruling made in respect of the arbitration. Notwithstanding the foregoing
      part of this Section 9.2(j), a Party may disclose such Confidential
      Information in judicial proceedings to enforce, nullify, modify or correct
      an award or ruling and as permitted under Article 6.

9.3   Force Majeure

      (a)   No Party hereto shall be liable under this Agreement to another
      Party for any failure to perform any of its obligations caused or arising
      out of any act not within the control of the Party, excluding lack of
      funds, but including, without limitation, acts said to be of God, strikes,
      lockouts or other industrial disputes, acts of a public enemy, riots,
      fire, storm, flood, explosion, government restriction, failure to obtain
      any approvals required from regulatory authorities (including
      environmental protection agencies, but excluding receipts for prospectuses
      or other approvals concerning financings), unavailability of equipment,
      interference of Persons primarily concerned about environmental or
      Aboriginal Peoples' rights issues and any other cause, whether of the kind
      enumerated above or otherwise, which is not reasonably within the control
      of the Party ("EVENT OF FORCE MAJEURE").

      (b)   No right of a Party shall be affected, and no Party shall be found
      in default, under this Agreement by the failure of such Party to meet any
      term or condition of this Agreement where such failure is caused by an
      Event of Force Majeure and, in such event, all times specified or provided
      for in this Agreement shall be extended by a period commensurate with the
      period during which the Event of Force Majeure causes such failure.


                                       23



      (c)   A Party affected by an Event of Force Majeure shall take all
      reasonable steps within its control to remedy the failure caused by such
      event, provided however, that nothing contained in this Section 9.3 shall
      require any Party to settle any labour or industrial dispute or to test
      the constitutionality of any law enacted by any Legislature or Parliament
      of or within Canada.

      (d)   Any Party relying on the provisions of this section 9.3 shall
      forthwith give notice to the other Party of the commencement of an Event
      of Force Majeure and of its end.

9.4   Entire Agreement

This Agreement, including the Schedule to this Agreement, together with the
agreements and other documents to be delivered pursuant to this Agreement,
constitute the entire agreement between the Parties pertaining to the subject
matter hereof and supersede all prior agreements, understandings, negotiations
and discussions, whether oral or written, of the Parties, including the Letter
of Intent, and there are no warranties, representations or other agreements
between the Parties in connection with the subject matter hereof except as
specifically set forth in this Agreement and in any agreement or document
delivered pursuant to this Agreement. No supplement, modification or waiver or
termination of this Agreement shall be binding unless executed in writing by the
Party to be bound thereby.

9.5   Termination

This Agreement shall be terminated upon the occurrence of any of the following
events:

      (a)   the date upon which the Optionee exercises its 75% Option in
      accordance with the terms hereof; or

      (b)   upon the Optionee failing to make any of the cash payments, issue
      any NWT Shares or incur any exploration Expenditures within the applicable
      time periods therefor prescribed by Article 3 hereof, if the Optionor has
      provided written notice of such failure to the Optionee and the Optionee
      has failed to rectify such failure within 45 days from the date of its
      receipt of such notice.

9.6   Applicable Law

This Agreement shall be construed in accordance with the laws of the Province of
Ontario and the laws of Canada applicable in the Province of Ontario and shall
be treated, in all respects, as an Ontario contract.

9.7   Expenses

Except as otherwise provided, all Costs incurred in connection with this
Agreement and the transactions contemplated hereby shall be paid by the Party
incurring them.

9.8   Notices


                                       24



Any notice or writing required or permitted to be given under this Agreement or
any communication otherwise made in respect of this Agreement (referred to in
this Section as a "NOTICE") shall be sufficiently given if delivered or
transmitted by facsimile:

      (a)   In the case of a notice to the Optionor at:

            CanAlaska Ventures Ltd.
            2303 West 41st Avenue
            Vancouver, B.CV,
            V6M 2A3
            Attention: President
            Fax: (604) 685-6550

      (b)   in the case of a notice to the Optionee at:

            Northwestern Mineral Ventures Inc.
            Suite 1000
            36 Toronto Street Toronto, Ontario
            M5C 2C5
            Attention: Chief Executive Officer
            Fax: (416) 350-3510

or at such other address as the Party to whom such Notice is to be given shall
have last notified the Party giving the same, in the manner provided in this
Section. Any Notice delivered to the Party to whom it is addressed as provided
in this Section shall be deemed to have been given and received on the day it is
so delivered at such address, provided that if such day is not a Business Day
then the Notice shall be deemed to have been given and received on the Business
Day next following such day. Any Notice transmitted by facsimile or other form
of electronic communication shall be deemed given and received on the first
Business Day after its transmission.

9.9   Assignment and Successors

The following apply with respect to assignment and Successors:

      (a)   this Agreement is binding upon and shall enure to the benefit of the
      Parties and their respective Successors and permitted assignees;

      (b)   at all times following the Acquisition Date, neither Party may
      assign its rights hereunder to a third party without the prior written
      consent of the other Party, which consent shall not be unreasonably
      withheld;

      (c)   No assignment shall relieve a Party of its obligations hereunder
      without the written consent of the other Party, which consent may be
      unreasonably withheld.

9.10  Further Assurances


                                       25



Subject to the terms and conditions of this Agreement, the Optionor and the
Optionee will use all reasonable efforts to take, or cause to be taken, all
actions, and to do, or cause to be done, all things necessary, proper or
advisable under Applicable Laws to carry out all of their respective obligations
under this Agreement and to consummate the transactions contemplated by this
Agreement, and from time to time, without further consideration, each Party
will, at its own expense, execute and deliver such documents to any other Party
as such Party may reasonably request in order to consummate the transactions
contemplated by this Agreement. Each of the Parties agrees to take all such
actions as are within its power to control, and to use reasonable commercial
efforts to cause other actions to be taken which are not within its power to
control, so as to ensure compliance with each of the conditions and covenants
set forth in this Agreement which are for the benefit of any other Party.

9.11  Execution in Counterparts and by Facsimile

This Agreement may be executed by the Parties in separate counterparts and by
facsimile, and each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute one and the same
instrument.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       26



IN WITNESS WHEREOF the Parties have hereunto duly executed this Option Agreement
as of the date first written above, with the understanding that this Agreement
is subject to regulatory approval and approval by each of the Parties'
respective board of directors.


                                              CANALASKA VENTURES LTD.


                                              Per: /s/HARRY BARR
                                                   ---------------------------
                                                   Name:  HARRY BARR
                                                   Title: CHAIRMAN


                                              NORTHWESTERN MINERAL VENTURES
                                              INC.


                                              Per: /s/KABIR AHMED
                                                   ---------------------------
                                                   Name:  KABIR AHMED
                                                   Title: CHAIRMAN & CEO


                                       27



                                   SCHEDULE A


                             DESCRIPTION OF PROPERTY


                             CANALASKA VENTURES LTD.


                             WATERBURY LAKE PROJECT


PROPERTY, OWNERSHIP, LOCATION AND ACCESS

The property comprises nine mineral claims in six separate blocks totaling
12,417 hectares. They lie within the eastern part of the Athabasca Basin and are
favorably located with respect to several known unconformity- type uranium
deposits. They lie between 7.5 and 44 km south-southwest of Points North, a
supply depot serviced by Saskatchewan Highway 905 and scheduled daily air
service from Saskatoon and other point south. Private roads maintained by
uranium companies Cameco and Cogema and numerous drill roads traverse the area;
they are not open to the public but private arrangements for their use may be
possible. Chartered float or ski-equipped bush planes and helicopters are based
at Points North.

The largest block (claim S-107965) is almost entirely within Waterbury Lake.

The company holds a 100% interest in the properties.


                               CLAIM AREA  PROJECT AREA  PROJECT AREA  EFFECTIVE
NUMBER  DISPOSITION  CLAIM NO.    (HA)         (HA)          (AC)       DATE

  1       claim      S-107839       801                               7-Jan-2005

  2       claim      S-107963       515                               7-Jan-2005

  3       claim      S-107964       540                               7-Jan-2005


                                       28



  4       claim      S-107965     3,764                               7-Jan-2005

  5       claim      S-107966     1,708                               7-Jan-2005

  6       claim      S-107967     1,337                               7-Jan-2005

  7       claim      S-107968     1,767                               7-Jan-2005

  8       claim      S-107998       997                              28-Jan-2005

  9       claim      S-107999       988                              28-Jan-2005

                                              12,417        30,682

PREVIOUS WORK

A large amount of work has been carried out primarily of zones outside of the
present property. This work included airborne and ground electromagnetic and
magnetic surveys, boulder prospecting and geochemistry, lake water and sediment
geochemistry anad diamond drilling.

PROJECT GEOLOGY

Bedrock throughout the properties is overlain by a pervasive layer of
unconsolidated deposits; surface investigation of bedrock lithology and
geochemistry is therefore achieved mainly from glacially transported boulders.

Flat-lying Athabasca Group sandstones unconformably overlie the Arhcean and
Aphebian basement rocks throughout the properties with depths to the
unconformity varying from about 150 in the more easterly blocks to perhaps 400 m
in the north end of claim S-107965.

The boundary between the Wollaston and Mudjatic Domains trends NE-SW through the
cluster of claim blocks.


                                       29



Archean granitoid domes (magnetic highs) and Aphebian metasediments as
interpreted from magnetic data are indicated on accompanying maps. The
properties are largely within interpreted Aphebian metasediments in places (as
in S-107967) bordering Archean domes.

Two major fault systems with which major uranium deposits are associated
traverse the area; the NE-SW trending Collins Bay is a broad zone of shearing
lying southeast of claim S-107967 and a prominent east- west linear passes
through the Cigar Lake and Sand Lake-Wolf Lake deposits. Inferred faults
trending 105 deg. appear to offset basement formations on claims S107965 and
S-107967.

The main structures controlling mineralization at Cigar Lake and the Q 10
occurrence trend east-west. Other uranium deposits in the district appear to
relate more to northeast-southwest structures.

Magnetic data on claim S-107965 suggest east-west trending metasediments
adjacent to an Archean dome and one electromagnetic conductor trending 080 deg.
Indicates possible graphite horizons. The depth to basement is at or beyond the
depth range of previous airborne electromagnetic systems and there would appear
to be a good chance of detecting additional basement conductors with deeper
penetrating systems now available.

Conductors shown on the accompanying maps are only those close to,or on the
property claims; many other conductors lie within pelitic metasediments in areas
between the project claims.

The Archean-Aphebian contact, close to the Collins Bay shear zone, on S-l07967
warrants further exploration.

Detailed study of available data is expected to generate targets of interest on
other claims.


                                       30



PROPOSED EXPLORATION

A Megatem II airborne electromagnetic survey is proposed for the property
claims.

Proposals for work on other claims are contingent upon on-going detailed studies
of prior work.

                                  [MAP OMITTED]


                                       31



                                   SCHEDULE B

For the purposes of this Agreement, "NET SMELTER RETURNS" means the value for
marketable minerals produced from the Mining Claims and received by the Optionee
from a purchaser thereof, less the following deductions:

      (i)   all, costs, penalties and all other deductions incurred for
            smelting, refining and marketing;

      (ii)  all costs of transportation of materials from the Mining Claims for
            smelting, refining or sale;

      (iii) sales, use, severance, government royalties, and other taxes, if
            any, however denominated, payable with respect to the existence,
            severance, production, removal, sale or disposition of marketable
            minerals, but excluding any taxes on net income.

In the event that smelting or refining are carried out in facilities owned or
controlled in whole or in part, by the Optionee, charges, costs and penalties
with respect to such operations shall be deducted to the extent that the
Optionee would have incurred if such operations were carried out at facilities
offering comparable services at facilities not owned or controlled by the
Optionee.

2.    For the purposes of this Agreement, "FULL SCALE PRODUCTION" means, with
respect to any mine, the date when output of a product from operations which
have operated continuously at such mine for a period of at least three (3)
consecutive calendar months equals or exceeds sixty-five percent (65%) of the
rated plan capacity as set out in the Feasibility Study applicable to such mine.


                                       32

EX-3.I

                LETTER OF INTENT DATED THE 2ND DAY OF MARCH, 2006

BETWEEN:                               NORTHWESTERN MINERAL VENTURES INC.
                                       Suite 1000
                                       36 Toronto Street
                                       Toronto, Ontario
                                       Canada M5C 2C5

                                       [Hereinafter referred to as "NWT"]

AND:                                   AZIMUT EXPLORATION INC.
                                       110, De La Barre Street, Suite 214
                                       Longueuil, Quebec
                                       J4K 1A3

                                       [Hereinafter referred to as "AZM"]

- --------------------------------------------------------------------------------

This Letter of Intent sets forth the principal terms of an agreement made
between Northwestern Mineral Ventures Inc. (the "Optionee" or NWT") and Azimut
Exploration Inc. (the "Optionor" or "AZM") in respect of AZM's North Rae Uranium
Project, located in Quebec, Canada. All monetary figures are in Canadian
currency.

1.    GRANT OF IRREVOCABLE OPTION. AZM has agreed to grant to NWT an exclusive
      and irrevocable option to explore for mineral substances, more
      specifically Uranium, and an irrevocable option to acquire an interest in
      the North Rae properties in Northern Quebec, to wit:

      Block A, Block B and Block C
      [the "Property"],

      located east of the Ungava Bay, Northern Quebec, described in Schedule A
      hereof.

2.    PROPERTY AND TITLE. AZM represents and warrants that:

         (a)   it is the registered and beneficial owner of a 100% interest in
               the Property, free and clear of any liens, legal disputes or
               encumbrances; and

         (b)   it has received all required corporate approvals to the grant of
               an option to NWT to earn an interest in the Property.

3.    OPTION TO ACQUIRE AN INITIAL 50% INTEREST. To acquire an initial 50%
      undivided interest in the Property, NWT shall make the payments, issue the
      common shares and incur the minimum Work Expenditures (as defined in
      Schedule D attached hereto) in the following manner:




Letter of Intent - North Rae Property, Quebec
Azimut Exploration Inc. and Northwestern Mineral Ventures Inc.

3.1      Cash Payments

         o     $50,000 upon execution of this Letter of Intent by the parties
               hereto (the "Effective Date");

         o     $30,000 on the first and second anniversaries of the Effective
               Date;

         o     $40,000 on the third anniversary of the Effective Date; and

         o     $60,000 on the fourth anniversary of the Effective Date.
               Total: $210,000

      In the event that NWT does not receive confirmation of receipt of the
      acceptance for filing of this Letter of Intent by the TSX Venture
      Exchange, AZM will forthwith return to NWT the first payment of $50,000
      paid on the execution of this Letter of Intent.

3.2      Payment through issuance of shares

         o     Upon receipt of confirmation of the acceptance for filing of this
               Letter of Intent by the TSX Venture Exchange (the "Acceptance
               Date"), issuance of 100,000 NWT common shares at a price
               determined by the closing price the day preceding the signing of
               the Option Agreement.

         o     On the first anniversary of the Acceptance Date, issuance of
               50,000 NWT common shares at a price determined by the closing
               price the day preceding the first anniversary.

3.3      Minimum and Cumulative Work Expenditures on the Property

         o     $400,000 during each of the first and second years;

         o     $700,000 during each of the third, fourth and fifth years. Total:
               $2,900,000

         Work Expenditures exceeding the minimum in any year shall be credited
         to the following years.

         Minimum yearly exploration Work Expenditures of $100,000 will be spent
         on each of the 3 blocks in order to maintain each block under option.
         Work Expenditures incurred on a block no longer under option shall be
         credited to the remaining block(s) under option.

         Subject to the provisions of paragraph 8, NWT has the right but not the
         obligation to fulfil the requirements of paragraphs 3.1, 3.2 and 3.3.
         However, if NWT elects


                                      - 2 -



Letter of Intent - North Rae Property, Quebec
Azimut Exploration Inc. and Northwestern Mineral Ventures Inc.

         not to, or is unable to, fulfil the requirements of paragraphs 3.1, 3.2
         and 3.3, it shall not be granted a 50% interest in the Property, as
         described in paragraph 4 below.

4.    GRANT OF A 50% INTEREST. If NWT has made the cash payments stipulated in
      paragraph 3.1 totalling $210,000, issued a total of 150,000 common shares
      stipulated in paragraph 3.2 and incurred the minimum work expenditures
      stipulated in paragraph 3.3 totalling $2,900,000, it will have acquired a
      50% undivided interest in the Property and a joint venture shall then be
      formed by NWT and AZM where the initial, actual and deemed expenditures of
      each party shall be $2,900,000; at the acquisition by NWT of a 50%
      undivided interest in the Property, AZM will retain a 2% yellow cake
      royalty ("YCR") defined in Schedule C attached hereto;

5.    OPTION TO ACQUIRE AN AGGREGATE 65% INTEREST. If and when NWT has acquired
      a 50% undivided interest in the Property, it shall then have two months to
      notify AZM that it intends to increase its interest from 50% to 65%;

6.    If NWT does not so notify AZM, the respective interests of the parties
      shall remain 50% for each, but NWT shall then make a final cash payment to
      AZM of $100,000 at the end of the two-month period or before;

7.    Conditions of acquiring an additional 15% undivided interest for an
      Aggregate 65% undivided interest. If NWT has notified AZM that it intends
      to acquire an additional interest of 15%, NWT will be granted an
      additional 15% interest on the completion of the following:

   7.1 Payment of Shares.   Issue an additional 100,000 shares (a one-time
   grant).

   7.2 Payment of Cash, Work Commitments and Feasibility. For the next five
   years, NWT shall pay AZM $20,000 a year, incur minimum Work Expenditures on
   the Property of $200,000 a year, and during this five-year period, NWT shall
   provide AZM with a Bankable Feasibility Report, as defined in Schedule E
   attached hereto.

      If, after the 1st year of this additional option, NWT decides to terminate
      this option, it shall make a payment of $20,000 per remaining year of the
      option.

      The period of five (5) years to provide AZM with a Bankable Feasibility
      Report may be extended for three (3) subsequent, annual and consecutive
      periods of one (1) year each by paying AZM a sum of $50,000 a year.


                                      - 3 -



Letter of Intent - North Rae Property, Quebec
Azimut Exploration Inc. and Northwestern Mineral Ventures Inc.

      If NWT has fulfilled its obligations to AZM as aforesaid, it will have
      acquired an aggregate 65% undivided interest in the Property and a joint
      venture shall then be formed by NWT and AZM and the total contributions of
      each party shall be adjusted accordingly. NWT will have acquired only a
      50% interest if all conditions to increase its interest to 65% have not
      been fulfilled as aforesaid; expenditures incurred during this period
      shall then be credited to the Property;

8.    At any time after NWT has made the first payment of $50,000, issued
      100,000 NWT common shares and incurred the minimum Work Expenditures of
      $400,000, NWT may terminate its option on the Property; nevertheless, each
      budget voted on a yearly basis represents a firm commitment;

9.    While the option is in force and, as the case may be, after the formation
      of the joint venture:

      9.1   NWT shall be the operator and shall keep the Property in good
            standing;

      9.2   (a)   Prior to the exercise of the option provided in paragraph 3,
                  there will be created a technical committee where each party
                  will be represented and have one vote and where the operator
                  will have a casting vote;

            (b)   Upon the establishment of the joint venture contemplated by
                  paragraphs 4 and 7 hereof, there will be created a technical
                  committee where each party will be represented and have one
                  vote and where the operator will not have a casting vote; in
                  such event and in the case of an equality of votes on any
                  matter which cannot be resolved by agreement of the parties, a
                  representative of an independent professional engineering firm
                  that is mutually acceptable to the parties, or failing
                  agreement, an individual appointed by the President of the
                  Mining Association of Quebec (the "Mediator") shall have the
                  casting vote, provided the technical committee shall have
                  first placed before the Mediator all submissions,
                  documentation or data which has been placed before the
                  technical committee;

      9.3   All work shall be kept confidential; all work shall be submitted to
            the Minister of Natural Resources and Parks, unless it is agreed by
            both parties to be kept confidential;


                                      - 4 -



Letter of Intent - North Rae Property, Quebec
Azimut Exploration Inc. and Northwestern Mineral Ventures Inc.

      9.4   The operator shall submit all work to the committee and deliver all
            technical reports, including all pertinent database under digital
            form, and summary quarterly reports to them as well;

      9.5   Each party will consult with the other in advance of the
            dissemination of any press release or public statement concerning
            the Property, however, if such becomes impossible or impractical
            because immediate disclosure is required by law or by any regulatory
            authority having jurisdiction, such party will be free to
            disseminate such release or statement;

      9.6   The operator shall be entitled to an administrative fee of 5% on
            contract work and 10% on internal work;

10.   There will be an area of interest of ten (10) km of the outermost
      boundaries of the Property and any properties acquired by either party
      within such area of interest shall form part of the Property and be
      subject to the provisions of this Letter of Intent; if new claims are
      acquired by staking either by NWT or AZM during the option period, they
      will be recorded in AZM's name;

11.   After the formation of the joint venture contemplated by the provisions of
      paragraphs 4 and 7 herein, any non-participating party's interest shall be
      diluted from time to time in accordance with this formula:

            Initial, Actual and Deemed Expenditures of a party
      ----------------------------------------------------------------    X100=%
       Total, Initial, Actual and Deemed Expenditures of both parties

12.   When a party's interest has been reduced to less than 10%, its interest
      will be transferred to the other party and converted into a 2% net smelter
      returns royalty (in the case of base or precious metals) ["NSR"] or an
      additional 1% yellow cake royalty (in the case of uranium concentrate)
      ["YCR"], defined, calculated and paid in accordance with Schedule B and
      Schedule C attached hereto, of which 1% may be bought back for $1,000,000;

13.1  This Letter of Intent is intended to create binding legal relations among
      the parties and will enure to the benefit of and be binding upon the
      parties hereto and their respective


                                      - 5 -



Letter of Intent - North Rae Property, Quebec
Azimut Exploration Inc. and Northwestern Mineral Ventures Inc.

      successors and assigns as the case may be, until replaced by a formal
      option agreement (the "Option Agreement") or the joint venture agreement
      (the "Joint Venture Agreement") contemplated in paragraphs 4 and 7 hereof.
      Until either of such event, this Letter of Intent will remain binding and
      in full force and effect (unless terminated pursuant to the provisions
      hereof);

13.2. In addition to the provisions hereof, the formal Option Agreement shall
      contain the usual representations and warranties and provisions pertaining
      to the respective rights and obligations of the parties and other
      provisions standard in the mining industry;

13.3  The parties hereto agree to negotiate, in good faith, the Joint Venture
      Agreement containing the material terms described in Schedule F attached
      hereto;

14.   For greater clarity, the following expressions are defined in the
      following schedules:

            -     Schedule B:    Net Smelter Returns Royalty

            -     Schedule C:    Yellow Cake Royalty

            -     Schedule D:    Work Expenditures

            -     Schedule E:    Bankable Feasibility Report

            -     Schedule F:    Material Terms of the Joint Venture Agreement

15.   Currency shall be in Canadian dollars; work expenditures shall be net of
      federal and provincial taxes;

16.1  This Letter of Intent, the Option Agreement and the Joint Venture
      Agreement shall be interpreted in accordance with the laws of the Province
      of Quebec and shall enure to the benefit of and be binding upon Optionor
      and Optionee and their respective successors and permitted assigns and the
      Optionor and Optionee hereby irrevocably attorn to the exclusive
      jurisdiction of the courts in the Province of Quebec;

16.2  In the event that any dispute arising out of this Letter of Intent cannot
      be resolved by agreement of the parties, a representative of an
      independent professional engineering firm


                                      - 6 -



Letter of Intent - North Rae Property, Quebec
Azimut Exploration Inc. and Northwestern Mineral Ventures Inc.

      that is mutually acceptable to the parties, or failing agreement, an
      individual appointed by the President of the Mining Association of Quebec
      (the "Mediator") shall make the final decision and determination of the
      dispute so long as the parties have first placed before the Mediator all
      submissions, documentation or data relating to the dispute; the costs of
      such mediation shall be shared by the parties equally;

16.3  In the event that the parties are unable to negotiate and conclude a Joint
      Venture Agreement, satisfactory to both parties, as contemplated by
      paragraph 13.3 hereof, the parties agree to refer the unresolved issues to
      a Mediator, appointed in the manner set out in paragraph 16.2 above, for
      the purpose of having the Mediator assist the parties to negotiate the
      issues and to finalize and conclude an appropriate Joint Venture
      Agreement; the costs of such mediation shall be shared by the parties
      equally;

16.4  Until such date as the Optionee has earned an initial 50% undivided
      interest in the Property, the rights and obligations of the parties
      created by this Letter Agreement are not assignable by any party without
      the prior written consent of the other party, not to be unreasonably
      withheld, except for any transfer or assignment to a wholly owned
      subsidiary of the party or pursuant to an amalgamation, merger, or
      corporate reorganization or arrangement of the party; thereafter, consent
      will not be required;

16.5  The obligations of the Optionee under this Letter of Intent, including
      non-binding obligations to take or complete actions or to make Work
      Expenditures within a specified time period, shall be suspended for the
      period that performance is prevented by any cause, whether foreseeable or
      unforeseeable, beyond the reasonable control of the Optionee (except for
      the inability of the Optionee to raise financing or the financial
      circumstances of the Optionee), including without limitation, labour
      disputes, strikes, lockouts or other labour unrest (howsoever arising and
      whether or not employee demands are reasonable or within the power of the
      party concerned to grant), acts of God, laws, regulations, orders,
      proclamations, instructions or requests of any government entity that
      significantly affect the capacity of the Optionee to conduct its
      exploration activities on the Property, failure or inability to obtain on
      reasonably acceptable terms any mining licence or other necessary
      authorisations or approvals from public authorities, curtailment or
      suspension of activities to remedy or avoid an actual or alleged, present
      or prospective violation of any environmental requirements, acts of a
      public enemy, acts of public violence, civil disorder, acts of war or
      conditions arising out of or attributable to war whether declared or
      undeclared, riot, civil war, insurrection or rebellion, fire, explosion,
      natural disaster or other adverse conditions, or acts of state or any act
      of a political nature that affects or may affect the successful
      exploration or development of the Property. The


                                      - 7 -



Letter of Intent - North Rae Property, Quebec
Azimut Exploration Inc. and Northwestern Mineral Ventures Inc.

      Optionee shall promptly give notice to the Optionor of the suspension of
      performance stating therein the nature of the suspension, the reason
      therefor and the expected duration thereof. The Optionee shall resume
      performance as soon as reasonably possible;

16.6  This Letter of Intent may be executed by the parties in separate
      counterparts and by facsimile, and each of which when so executed and
      delivered shall be an original, but all such counterparts shall together
      constitute one and the same instrument;

16.7  Any notice or writing required or permitted to be given under this
      Agreement or any communication otherwise made in respect of this Letter of
      Intent (a "Notice") shall be sufficiently given if delivered or
      transmitted by facsimile or another form of electronic communication
      tested prior to transmission to such party:

      (a)   In the case of a Notice to Northwestern Mineral Ventures Inc. at:

            36 Toronto Street, Suite 1000
            Toronto, Ontario, M5C 2C5
            Attention: Kabir Ahmed, Chairman & CEO

            Fax: (416) 350-3510

      (b)   In the case of a Notice to Azimut Exploration Inc.

            110, De La Barre Street, Suite 214
            Longueuil, Quebec, J4K 1A3
            Attention: Dr. Jean-Marc Lulin, President & CEO

            Fax: (450) 646-3045

17.   DUE DILIGENCE PHASE. Upon execution of this Letter of Intent by the
      Optionor, the Optionee shall have a period of 30 days thereafter to
      complete its own due diligence of the Property, which will include full
      access to the data on the North Rae Uranium Project in Quebec (the
      "Property"). The Optionor shall cooperate to the best of its ability to
      provide to the Optionee access to the available data on the Property;

18.   COSTS. Each of the parties shall be responsible for their own costs
      relating to the Option Agreement and related legal and due diligence
      expenses;


                                      - 8 -



Letter of Intent - North Rae Property, Quebec
Azimut Exploration Inc. and Northwestern Mineral Ventures Inc.

19.   This Letter of Intent is subject to the prior acceptance for filing by the
      TSX Venture Exchange on behalf of the Optionee. The Optionee will use its
      best efforts to obtain such acceptance within thirty (30) days of the
      execution of this Letter of Intent, failing which this Letter of Intent
      will be terminated and of no further force or effect.


NORTHWESTERN MINERAL VENTURES INC.          AZIMUT EXPLORATION INC.


Per: _______________________________        Per: _______________________________
     MAREK J. KRECZMER,                          JEAN-MARC LULIN,
     PRESIDENT                                   PRESIDENT & CEO


                                      - 9 -



                                   SCHEDULE A

              LIST OF CLAIMS COMPRISING THE PROPERTY AND CLAIM MAP

LIST OF CLAIMS

PROPRIETE         BLOC       SNRC          RANG          COL         HECTARES
North Rae         A          24I11            5            1            44.79
North Rae         A          24I11            5            2            44.79
North Rae         A          24I11            5            3            44.79
North Rae         A          24I11            5            4            44.79
North Rae         A          24I11            5            5            44.79
North Rae         A          24I11            6            1            44.78
North Rae         A          24I11            6            2            44.78
North Rae         A          24I11            6            3            44.78
North Rae         A          24I11            6            4            44.78
North Rae         A          24I11            6            5            44.78
North Rae         A          24I11            7            1            44.77
North Rae         A          24I11            7            2            44.77
North Rae         A          24I11            7            3            44.77
North Rae         A          24I11            7            4            44.77
North Rae         A          24I11            8            1            44.76
North Rae         A          24I11            8            2            44.76
North Rae         A          24I11            9            1            44.75
North Rae         A          24I12            5           56            44.79
North Rae         A          24I12            5           57            44.79
North Rae         A          24I12            5           58            44.79
North Rae         A          24I12            5           59            44.79
North Rae         A          24I12            5           60            44.79
North Rae         A          24I12            6           56            44.78
North Rae         A          24I12            6           57            44.78
North Rae         A          24I12            6           58            44.78
North Rae         A          24I12            6           59            44.78
North Rae         A          24I12            6           60            44.78
North Rae         A          24I12            7           53            44.77
North Rae         A          24I12            7           54            44.77
North Rae         A          24I12            7           55            44.77
North Rae         A          24I12            7           56            44.77
North Rae         A          24I12            7           57            44.77
North Rae         A          24I12            7           58            44.77
North Rae         A          24I12            7           59            44.77
North Rae         A          24I12            7           60            44.77
North Rae         A          24I12            8           53            44.76
North Rae         A          24I12            8           54            44.76
North Rae         A          24I12            8           55            44.76
North Rae         A          24I12            8           56            44.76
North Rae         A          24I12            8           57            44.76
North Rae         A          24I12            8           58            44.76
North Rae         A          24I12            8           59            44.76




                                      - 2 -

PROPRIETE         BLOC       SNRC          RANG          COL         HECTARES
North Rae         A          24I12            8           60            44.76
North Rae         A          24I12            9           51            44.75
North Rae         A          24I12            9           52            44.75
North Rae         A          24I12            9           53            44.75
North Rae         A          24I12            9           54            44.75
North Rae         A          24I12            9           55            44.75
North Rae         A          24I12            9           56            44.75
North Rae         A          24I12            9           57            44.75
North Rae         A          24I12            9           58            44.75
North Rae         A          24I12            9           59            44.75
North Rae         A          24I12            9           60            44.75
North Rae         A          24I12           10           49            44.74
North Rae         A          24I12           10           50            44.74
North Rae         A          24I12           10           51            44.74
North Rae         A          24I12           10           52            44.74
North Rae         A          24I12           10           53            44.74
North Rae         A          24I12           10           54            44.74
North Rae         A          24I12           10           55            44.74
North Rae         A          24I12           10           56            44.74
North Rae         A          24I12           10           57            44.74
North Rae         A          24I12           10           58            44.74
North Rae         A          24I12           10           59            44.74
North Rae         A          24I12           10           60            44.74
North Rae         A          24I12           11           47            44.73
North Rae         A          24I12           11           48            44.73
North Rae         A          24I12           11           49            44.73
North Rae         A          24I12           11           50            44.73
North Rae         A          24I12           11           51            44.73
North Rae         A          24I12           11           52            44.73
North Rae         A          24I12           11           53            44.73
North Rae         A          24I12           11           54            44.73
North Rae         A          24I12           11           55            44.73
North Rae         A          24I12           11           56            44.73
North Rae         A          24I12           11           57            44.73
North Rae         A          24I12           11           58            44.73
North Rae         A          24I12           11           59            44.73
North Rae         A          24I12           12           38            44.72
North Rae         A          24I12           12           39            44.72
North Rae         A          24I12           12           40            44.72
North Rae         A          24I12           12           41            44.72
North Rae         A          24I12           12           42            44.72
North Rae         A          24I12           12           43            44.72
North Rae         A          24I12           12           44            44.72
North Rae         A          24I12           12           45            44.72
North Rae         A          24I12           12           46            44.72
North Rae         A          24I12           12           47            44.72




                                      - 3 -

PROPRIETE         BLOC       SNRC          RANG          COL         HECTARES
North Rae         A          24I12           12           48            44.72
North Rae         A          24I12           12           49            44.72
North Rae         A          24I12           12           50            44.72
North Rae         A          24I12           12           51            44.72
North Rae         A          24I12           12           52            44.72
North Rae         A          24I12           12           53            44.72
North Rae         A          24I12           12           54            44.72
North Rae         A          24I12           12           55            44.72
North Rae         A          24I12           12           56            44.72
North Rae         A          24I12           12           57            44.72
North Rae         A          24I12           12           58            44.72
North Rae         A          24I12           13           34            44.71
North Rae         A          24I12           13           35            44.71
North Rae         A          24I12           13           36            44.71
North Rae         A          24I12           13           37            44.71
North Rae         A          24I12           13           38            44.71
North Rae         A          24I12           13           39            44.71
North Rae         A          24I12           13           40            44.71
North Rae         A          24I12           13           41            44.71
North Rae         A          24I12           13           42            44.71
North Rae         A          24I12           13           43            44.71
North Rae         A          24I12           13           44            44.71
North Rae         A          24I12           13           45            44.71
North Rae         A          24I12           13           46            44.71
North Rae         A          24I12           13           47            44.71
North Rae         A          24I12           13           48            44.71
North Rae         A          24I12           13           49            44.71
North Rae         A          24I12           13           50            44.71
North Rae         A          24I12           13           51            44.71
North Rae         A          24I12           13           52            44.71
North Rae         A          24I12           13           53            44.71
North Rae         A          24I12           13           54            44.71
North Rae         A          24I12           13           55            44.71
North Rae         A          24I12           13           56            44.71
North Rae         A          24I12           13           57            44.71
North Rae         A          24I12           14           34            44.71
North Rae         A          24I12           14           35            44.71
North Rae         A          24I12           14           36            44.71
North Rae         A          24I12           14           37            44.71
North Rae         A          24I12           14           38            44.71
North Rae         A          24I12           14           39            44.71
North Rae         A          24I12           14           40            44.71
North Rae         A          24I12           14           41            44.71
North Rae         A          24I12           14           42            44.71
North Rae         A          24I12           14           43            44.71
North Rae         A          24I12           14           44            44.71




                                      - 4 -

PROPRIETE         BLOC       SNRC          RANG          COL         HECTARES
North Rae         A          24I12           14           45            44.71
North Rae         A          24I12           14           46            44.71
North Rae         A          24I12           14           47            44.71
North Rae         A          24I12           14           48            44.71
North Rae         A          24I12           14           49            44.71
North Rae         A          24I12           14           50            44.71
North Rae         A          24I12           14           51            44.71
North Rae         A          24I12           14           52            44.71
North Rae         A          24I12           14           53            44.71
North Rae         A          24I12           14           54            44.71
North Rae         A          24I12           14           55            44.71
North Rae         A          24I12           14           56            44.71
North Rae         A          24I12           15           34            44.70
North Rae         A          24I12           15           35            44.70
North Rae         A          24I12           15           36            44.70
North Rae         A          24I12           15           40            44.70
North Rae         A          24I12           15           41            44.70
North Rae         A          24I12           15           42            44.70
North Rae         A          24I12           15           43            44.70
North Rae         A          24I12           15           44            44.70
North Rae         A          24I12           15           45            44.70
North Rae         A          24I12           15           46            44.70
North Rae         A          24I12           15           47            44.70
North Rae         A          24I12           15           48            44.70
North Rae         A          24I12           15           49            44.70
North Rae         A          24I12           15           50            44.70
North Rae         A          24I12           15           51            44.70
North Rae         A          24I12           15           52            44.70
North Rae         A          24I12           15           53            44.70
North Rae         A          24I12           15           54            44.70
North Rae         A          24I12           16           34            44.69
North Rae         A          24I12           16           35            44.69
North Rae         A          24I12           16           36            44.69
North Rae         A          24I12           16           37            44.69
North Rae         A          24I12           16           40            44.69
North Rae         A          24I12           16           41            44.69
North Rae         A          24I12           16           42            44.69
North Rae         A          24I12           16           43            44.69
North Rae         A          24I12           16           44            44.69
North Rae         A          24I12           16           45            44.69
North Rae         A          24I12           16           46            44.69
North Rae         A          24I12           16           47            44.69
North Rae         A          24I12           16           48            44.69
North Rae         A          24I12           16           49            44.69
North Rae         A          24I12           16           50            44.69
North Rae         A          24I12           16           51            44.69




                                      - 5 -

PROPRIETE         BLOC       SNRC          RANG          COL         HECTARES
North Rae         A          24I12           16           52            44.69
North Rae         A          24I12           17           34            44.68
North Rae         A          24I12           17           35            44.68
North Rae         A          24I12           17           36            44.68
North Rae         A          24I12           17           37            44.68
North Rae         A          24I12           17           38            44.68
North Rae         A          24I12           17           39            44.68
North Rae         A          24I12           17           40            44.68
North Rae         A          24I12           17           41            44.68
North Rae         A          24I12           17           42            44.68
North Rae         A          24I12           17           43            44.68
North Rae         A          24I12           17           44            44.68
North Rae         A          24I12           17           45            44.68
North Rae         A          24I12           17           46            44.68
North Rae         A          24I12           17           47            44.68
North Rae         A          24I12           17           48            44.68
North Rae         A          24I12           17           49            44.68
North Rae         A          24I12           17           50            44.68
North Rae         A          24I12           17           51            44.68
North Rae         A          24I12           17           52            44.68
North Rae         A          24I12           17           53            44.68
North Rae         A          24I12           17           54            44.68
North Rae         A          24I12           17           55            44.68
North Rae         A          24I12           17           56            44.68
North Rae         A          24I12           18           31            44.67
North Rae         A          24I12           18           32            44.67
North Rae         A          24I12           18           33            44.67
North Rae         A          24I12           18           34            44.67
North Rae         A          24I12           18           35            44.67
North Rae         A          24I12           18           36            44.67
North Rae         A          24I12           18           37            44.67
North Rae         A          24I12           18           38            44.67
North Rae         A          24I12           18           39            44.67
North Rae         A          24I12           18           40            44.67
North Rae         A          24I12           18           41            44.67
North Rae         A          24I12           18           42            44.67
North Rae         A          24I12           18           43            44.67
North Rae         A          24I12           18           44            44.67
North Rae         A          24I12           18           45            44.67
North Rae         A          24I12           18           46            44.67
North Rae         A          24I12           18           47            44.67
North Rae         A          24I12           18           48            44.67
North Rae         A          24I12           18           49            44.67
North Rae         A          24I12           18           50            44.67
North Rae         A          24I12           18           51            44.67
North Rae         A          24I12           18           52            44.67




                                      - 6 -

PROPRIETE         BLOC       SNRC          RANG          COL         HECTARES
North Rae         A          24I12           18           53            44.67
North Rae         A          24I12           18           54            44.67
North Rae         A          24I12           18           55            44.67
North Rae         A          24I12           18           56            44.67
North Rae         A          24I12           19           31            44.66
North Rae         A          24I12           19           32            44.66
North Rae         A          24I12           19           33            44.66
North Rae         A          24I12           19           34            44.66
North Rae         A          24I12           19           35            44.66
North Rae         A          24I12           19           36            44.66
North Rae         A          24I12           19           37            44.66
North Rae         A          24I12           19           38            44.66
North Rae         A          24I12           19           39            44.66
North Rae         A          24I12           19           40            44.66
North Rae         A          24I12           19           41            44.66
North Rae         A          24I12           19           42            44.66
North Rae         A          24I12           19           43            44.66
North Rae         A          24I12           19           44            44.66
North Rae         A          24I12           19           45            44.66
North Rae         A          24I12           19           46            44.66
North Rae         A          24I12           19           47            44.66
North Rae         A          24I12           19           48            44.66
North Rae         A          24I12           19           49            44.66
North Rae         A          24I12           19           50            44.66
North Rae         A          24I12           19           51            44.66
North Rae         A          24I12           19           52            44.66
North Rae         A          24I12           19           53            44.66
North Rae         A          24I12           19           54            44.66
North Rae         A          24I12           19           55            44.66
North Rae         A          24I12           20           31            44.65
North Rae         A          24I12           20           32            44.65
North Rae         A          24I12           20           33            44.65
North Rae         A          24I12           20           34            44.65
North Rae         A          24I12           20           35            44.65
North Rae         A          24I12           20           36            44.65
North Rae         A          24I12           20           37            44.65
North Rae         A          24I12           20           38            44.65
North Rae         A          24I12           20           39            44.65
North Rae         A          24I12           20           40            44.65
North Rae         A          24I12           20           41            44.65
North Rae         A          24I12           20           42            44.65
North Rae         A          24I12           20           43            44.65
North Rae         A          24I12           20           44            44.65
North Rae         A          24I12           20           45            44.65
North Rae         A          24I12           20           46            44.65
North Rae         A          24I12           20           47            44.65




                                      - 7 -

PROPRIETE         BLOC       SNRC          RANG          COL         HECTARES
North Rae         A          24I12           20           48            44.65
North Rae         A          24I12           20           49            44.65
North Rae         A          24I12           20           50            44.65
North Rae         A          24I12           20           51            44.65
North Rae         A          24I12           20           52            44.65
North Rae         A          24I12           20           53            44.65
North Rae         A          24I12           20           54            44.65
North Rae         A          24I12           21           34            44.64
North Rae         A          24I12           21           35            44.64
North Rae         A          24I12           21           36            44.64
North Rae         A          24I12           21           37            44.64
North Rae         A          24I12           21           38            44.64
North Rae         A          24I12           21           39            44.64
North Rae         A          24I12           21           40            44.64
North Rae         A          24I12           21           41            44.64
North Rae         A          24I12           21           42            44.64
North Rae         A          24I12           21           43            44.64
North Rae         A          24I12           21           44            44.64
North Rae         A          24I12           21           45            44.64
North Rae         A          24I12           21           50            44.64
North Rae         A          24I12           21           51            44.64
North Rae         A          24I12           21           52            44.64
North Rae         A          24I12           21           53            44.64
North Rae         A          24I12           22           33            44.63
North Rae         A          24I12           22           34            44.63
North Rae         A          24I12           22           35            44.63
North Rae         A          24I12           22           36            44.63
North Rae         A          24I12           22           37            44.63
North Rae         A          24I12           22           38            44.63
North Rae         A          24I12           22           39            44.63
North Rae         A          24I12           22           40            44.63
North Rae         A          24I12           22           41            44.63
North Rae         A          24I12           22           42            44.63
North Rae         A          24I12           22           43            44.63
North Rae         A          24I12           22           50            44.63
North Rae         A          24I12           22           51            44.63
North Rae         A          24I12           23           31            44.62
North Rae         A          24I12           23           32            44.62
North Rae         A          24I12           23           33            44.62
North Rae         A          24I12           23           34            44.62
North Rae         A          24I12           23           35            44.62
North Rae         A          24I12           23           36            44.62
North Rae         A          24I12           23           37            44.62
North Rae         A          24I12           23           38            44.62
North Rae         A          24I12           23           39            44.62
North Rae         A          24I12           23           40            44.62




                                      - 8 -

PROPRIETE         BLOC       SNRC          RANG          COL         HECTARES
North Rae         A          24I12           23           41            44.62
North Rae         A          24I12           23           49            44.62
North Rae         A          24I12           23           50            44.62
North Rae         A          24I12           23           51            44.62
North Rae         A          24I12           24           31            44.61
North Rae         A          24I12           24           32            44.61
North Rae         A          24I12           24           33            44.61
North Rae         A          24I12           24           34            44.61
North Rae         A          24I12           24           35            44.61
North Rae         A          24I12           24           36            44.61
North Rae         A          24I12           24           37            44.61
North Rae         A          24I12           24           38            44.61
North Rae         A          24I12           24           49            44.61
North Rae         A          24I12           24           50            44.61
North Rae         A          24I12           24           51            44.61
North Rae         B          24I05           30           34            44.84
North Rae         B          24I05           30           35            44.84
North Rae         B          24I05           30           36            44.84
North Rae         B          24I05           30           37            44.84
North Rae         B          24I05           30           38            44.84
North Rae         B          24I05           30           18            44.84
North Rae         B          24I05           30           19            44.84
North Rae         B          24I05           30           20            44.84
North Rae         B          24I05           30           21            44.84
North Rae         B          24I05           30           24            44.84
North Rae         B          24I05           30           25            44.84
North Rae         B          24I05           30           26            44.84
North Rae         B          24I05           30           27            44.84
North Rae         B          24I05           30           28            44.84
North Rae         B          24I05           30           29            44.84
North Rae         B          24I05           30           30            44.84
North Rae         B          24I05           30           31            44.84
North Rae         B          24I05           30           32            44.84
North Rae         B          24I05           30           33            44.84
North Rae         B          24I12            1           38            44.83
North Rae         B          24I12            1           14            44.83
North Rae         B          24I12            1           15            44.83
North Rae         B          24I12            1           16            44.83
North Rae         B          24I12            1           17            44.83
North Rae         B          24I12            1           18            44.83
North Rae         B          24I12            1           19            44.83
North Rae         B          24I12            1           20            44.83
North Rae         B          24I12            1           21            44.83
North Rae         B          24I12            1           22            44.83
North Rae         B          24I12            1           23            44.83
North Rae         B          24I12            1           24            44.83




                                      - 9 -

PROPRIETE         BLOC       SNRC          RANG          COL         HECTARES
North Rae         B          24I12            1           25            44.83
North Rae         B          24I12            1           26            44.83
North Rae         B          24I12            1           27            44.83
North Rae         B          24I12            1           28            44.83
North Rae         B          24I12            1           29            44.83
North Rae         B          24I12            1           30            44.83
North Rae         B          24I12            1           31            44.83
North Rae         B          24I12            1           32            44.83
North Rae         B          24I12            1           33            44.83
North Rae         B          24I12            1           34            44.83
North Rae         B          24I12            1           35            44.83
North Rae         B          24I12            1           36            44.83
North Rae         B          24I12            1           37            44.83
North Rae         B          24I12            2           38            44.82
North Rae         B          24I12            2           15            44.82
North Rae         B          24I12            2           16            44.82
North Rae         B          24I12            2           17            44.82
North Rae         B          24I12            2           18            44.82
North Rae         B          24I12            2           19            44.82
North Rae         B          24I12            2           20            44.82
North Rae         B          24I12            2           21            44.82
North Rae         B          24I12            2           22            44.82
North Rae         B          24I12            2           23            44.82
North Rae         B          24I12            2           24            44.82
North Rae         B          24I12            2           25            44.82
North Rae         B          24I12            2           26            44.82
North Rae         B          24I12            2           27            44.82
North Rae         B          24I12            2           28            44.82
North Rae         B          24I12            2           29            44.82
North Rae         B          24I12            2           30            44.82
North Rae         B          24I12            2           31            44.82
North Rae         B          24I12            2           32            44.82
North Rae         B          24I12            2           33            44.82
North Rae         B          24I12            2           34            44.82
North Rae         B          24I12            2           35            44.82
North Rae         B          24I12            2           36            44.82
North Rae         B          24I12            2           37            44.82
North Rae         B          24I12            3           38            44.81
North Rae         B          24I12            3           17            44.81
North Rae         B          24I12            3           18            44.81
North Rae         B          24I12            3           19            44.81
North Rae         B          24I12            3           21            44.81
North Rae         B          24I12            3           22            44.81
North Rae         B          24I12            3           23            44.81
North Rae         B          24I12            3           24            44.81
North Rae         B          24I12            3           25            44.81




                                     - 10 -

PROPRIETE         BLOC       SNRC          RANG          COL         HECTARES
North Rae         B          24I12            3           26            44.81
North Rae         B          24I12            3           27            44.81
North Rae         B          24I12            3           28            44.81
North Rae         B          24I12            3           29            44.81
North Rae         B          24I12            3           30            44.81
North Rae         B          24I12            3           31            44.81
North Rae         B          24I12            3           32            44.81
North Rae         B          24I12            3           33            44.81
North Rae         B          24I12            3           34            44.81
North Rae         B          24I12            3           35            44.81
North Rae         B          24I12            3           36            44.81
North Rae         B          24I12            3           37            44.81
North Rae         B          24I12            4           38            44.80
North Rae         B          24I12            4           19            44.80
North Rae         B          24I12            4           20            44.80
North Rae         B          24I12            4           21            44.80
North Rae         B          24I12            4           22            44.80
North Rae         B          24I12            4           23            44.80
North Rae         B          24I12            4           24            44.80
North Rae         B          24I12            4           25            44.80
North Rae         B          24I12            4           26            44.80
North Rae         B          24I12            4           27            44.80
North Rae         B          24I12            4           28            44.80
North Rae         B          24I12            4           29            44.80
North Rae         B          24I12            4           30            44.80
North Rae         B          24I12            4           31            44.80
North Rae         B          24I12            4           32            44.80
North Rae         B          24I12            4           33            44.80
North Rae         B          24I12            4           34            44.80
North Rae         B          24I12            4           35            44.80
North Rae         B          24I12            4           36            44.80
North Rae         B          24I12            4           37            44.80
North Rae         B          24I12            5           38            44.79
North Rae         B          24I12            5           21            44.79
North Rae         B          24I12            5           22            44.79
North Rae         B          24I12            5           23            44.79
North Rae         B          24I12            5           24            44.79
North Rae         B          24I12            5           25            44.79
North Rae         B          24I12            5           26            44.79
North Rae         B          24I12            5           27            44.79
North Rae         B          24I12            5           28            44.79
North Rae         B          24I12            5           29            44.79
North Rae         B          24I12            5           30            44.79
North Rae         B          24I12            5           31            44.79
North Rae         B          24I12            5           32            44.79
North Rae         B          24I12            5           33            44.79




                                     - 11 -

PROPRIETE         BLOC       SNRC          RANG          COL         HECTARES
North Rae         B          24I12            5           34            44.79
North Rae         B          24I12            5           35            44.79
North Rae         B          24I12            5           37            44.79
North Rae         B          24I12            6           38            44.78
North Rae         B          24I12            6           23            44.78
North Rae         B          24I12            6           24            44.78
North Rae         B          24I12            6           25            44.78
North Rae         B          24I12            6           26            44.78
North Rae         B          24I12            6           27            44.78
North Rae         B          24I12            6           28            44.78
North Rae         B          24I12            6           29            44.78
North Rae         B          24I12            6           30            44.78
North Rae         B          24I12            6           31            44.78
North Rae         B          24I12            6           32            44.78
North Rae         B          24I12            6           33            44.78
North Rae         B          24I12            6           37            44.78
North Rae         B          24I12            7           25            44.77
North Rae         B          24I12            7           26            44.77
North Rae         B          24I12            7           27            44.77
North Rae         B          24I12            7           28            44.77
North Rae         B          24I12            7           29            44.77
North Rae         B          24I12            7           30            44.77
North Rae         C          24I06           28           24            44.85
North Rae         C          24I06           28           25            44.85
North Rae         C          24I06           28           26            44.85
North Rae         C          24I06           28           27            44.85
North Rae         C          24I06           28           28            44.85
North Rae         C          24I06           28           29            44.85
North Rae         C          24I06           28           30            44.85
North Rae         C          24I06           28           31            44.85
North Rae         C          24I06           28           32            44.85
North Rae         C          24I06           29           24            44.84
North Rae         C          24I06           29           25            44.84
North Rae         C          24I06           29           26            44.84
North Rae         C          24I06           29           27            44.84
North Rae         C          24I06           29           28            44.84
North Rae         C          24I06           29           29            44.84
North Rae         C          24I06           29           30            44.84
North Rae         C          24I06           29           31            44.84
North Rae         C          24I06           29           32            44.84
North Rae         C          24I06           30           14            44.84
North Rae         C          24I06           30           15            44.84
North Rae         C          24I06           30           16            44.84
North Rae         C          24I06           30           17            44.84
North Rae         C          24I06           30           18            44.84
North Rae         C          24I06           30           19            44.84




                                     - 12 -

PROPRIETE         BLOC       SNRC          RANG          COL         HECTARES
North Rae         C          24I06           30           20            44.84
North Rae         C          24I06           30           21            44.84
North Rae         C          24I06           30           22            44.84
North Rae         C          24I06           30           23            44.84
North Rae         C          24I06           30           31            44.84
North Rae         C          24I06           30           32            44.84
North Rae         C          24I06           30           33            44.84
North Rae         C          24I06           30           34            44.84
North Rae         C          24I06           30           24            44.84
North Rae         C          24I06           30           25            44.84
North Rae         C          24I06           30           26            44.84
North Rae         C          24I06           30           27            44.84
North Rae         C          24I06           30           28            44.84
North Rae         C          24I06           30           29            44.84
North Rae         C          24I06           30           30            44.84
North Rae         C          24I11            1           14            44.83
North Rae         C          24I11            1           15            44.83
North Rae         C          24I11            1           16            44.83
North Rae         C          24I11            1           17            44.83
North Rae         C          24I11            1           18            44.83
North Rae         C          24I11            1           19            44.83
North Rae         C          24I11            1           20            44.83
North Rae         C          24I11            1           21            44.83
North Rae         C          24I11            1           22            44.83
North Rae         C          24I11            1           23            44.83
North Rae         C          24I11            1           24            44.83
North Rae         C          24I11            1           25            44.83
North Rae         C          24I11            1           26            44.83
North Rae         C          24I11            1           27            44.83
North Rae         C          24I11            1           28            44.83
North Rae         C          24I11            1           29            44.83
North Rae         C          24I11            1           30            44.83
North Rae         C          24I11            1           31            44.83
North Rae         C          24I11            1           32            44.83
North Rae         C          24I11            1           33            44.83
North Rae         C          24I11            1           34            44.83
North Rae         C          24I11            1           35            44.83
North Rae         C          24I11            1           36            44.83
North Rae         C          24I11            1           37            44.83
North Rae         C          24I11            2           14            44.82
North Rae         C          24I11            2           15            44.82
North Rae         C          24I11            2           16            44.82
North Rae         C          24I11            2           17            44.82
North Rae         C          24I11            2           18            44.82
North Rae         C          24I11            2           19            44.82
North Rae         C          24I11            2           20            44.82




                                     - 13 -

PROPRIETE         BLOC       SNRC          RANG          COL         HECTARES
North Rae         C          24I11            2           21            44.82
North Rae         C          24I11            2           22            44.82
North Rae         C          24I11            2           23            44.82
North Rae         C          24I11            2           24            44.82
North Rae         C          24I11            2           25            44.82
North Rae         C          24I11            2           26            44.82
North Rae         C          24I11            2           27            44.82
North Rae         C          24I11            2           28            44.82
North Rae         C          24I11            2           29            44.82
North Rae         C          24I11            2           30            44.82
North Rae         C          24I11            2           31            44.82
North Rae         C          24I11            2           32            44.82
North Rae         C          24I11            2           33            44.82
North Rae         C          24I11            2           34            44.82
North Rae         C          24I11            2           35            44.82
North Rae         C          24I11            2           36            44.82
North Rae         C          24I11            2           37            44.82
North Rae         C          24I11            3           14            44.81
North Rae         C          24I11            3           15            44.81
North Rae         C          24I11            3           16            44.81
North Rae         C          24I11            3           17            44.81
North Rae         C          24I11            3           18            44.81
North Rae         C          24I11            3           19            44.81
North Rae         C          24I11            3           20            44.81
North Rae         C          24I11            3           21            44.81
North Rae         C          24I11            3           22            44.81
North Rae         C          24I11            3           23            44.81
North Rae         C          24I11            3           24            44.81
North Rae         C          24I11            3           25            44.81
North Rae         C          24I11            3           26            44.81
North Rae         C          24I11            3           27            44.81
North Rae         C          24I11            3           28            44.81
North Rae         C          24I11            3           29            44.81
North Rae         C          24I11            3           30            44.81
North Rae         C          24I11            3           31            44.81
North Rae         C          24I11            3           32            44.81
North Rae         C          24I11            3           33            44.81
North Rae         C          24I11            3           34            44.81
North Rae         C          24I11            3           35            44.81
North Rae         C          24I11            3           36            44.81
North Rae         C          24I11            3           37            44.81
North Rae         C          24I11            4           14            44.80
North Rae         C          24I11            4           15            44.80
North Rae         C          24I11            4           16            44.80
North Rae         C          24I11            4           17            44.80
North Rae         C          24I11            4           18            44.80




                                     - 14 -

PROPRIETE         BLOC       SNRC          RANG          COL         HECTARES
North Rae         C          24I11            4           19            44.80
North Rae         C          24I11            4           20            44.80
North Rae         C          24I11            4           21            44.80
North Rae         C          24I11            4           22            44.80
North Rae         C          24I11            4           23            44.80
North Rae         C          24I11            4           24            44.80
North Rae         C          24I11            4           25            44.80
North Rae         C          24I11            4           26            44.80
North Rae         C          24I11            4           27            44.80
North Rae         C          24I11            4           28            44.80
North Rae         C          24I11            4           29            44.80
North Rae         C          24I11            4           30            44.80
North Rae         C          24I11            4           31            44.80
North Rae         C          24I11            4           32            44.80
North Rae         C          24I11            4           33            44.80
North Rae         C          24I11            4           34            44.80
North Rae         C          24I11            4           35            44.80
North Rae         C          24I11            4           36            44.80
North Rae         C          24I11            4           37            44.80
North Rae         C          24I11            4           38            44.80
North Rae         C          24I11            4           39            44.80
North Rae         C          24I11            4           40            44.80
North Rae         C          24I11            5           16            44.79
North Rae         C          24I11            5           17            44.79
North Rae         C          24I11            5           18            44.79
North Rae         C          24I11            5           19            44.79
North Rae         C          24I11            5           20            44.79
North Rae         C          24I11            5           21            44.79
North Rae         C          24I11            5           22            44.79
North Rae         C          24I11            5           23            44.79
North Rae         C          24I11            5           24            44.79
North Rae         C          24I11            5           25            44.79
North Rae         C          24I11            5           26            44.79
North Rae         C          24I11            5           27            44.79
North Rae         C          24I11            5           28            44.79
North Rae         C          24I11            5           29            44.79
North Rae         C          24I11            5           30            44.79
North Rae         C          24I11            5           31            44.79
North Rae         C          24I11            5           32            44.79
North Rae         C          24I11            5           33            44.79
North Rae         C          24I11            5           34            44.79
North Rae         C          24I11            5           35            44.79
North Rae         C          24I11            5           36            44.79
North Rae         C          24I11            5           37            44.79
North Rae         C          24I11            5           38            44.79
North Rae         C          24I11            5           39            44.79




                                     - 15 -

PROPRIETE         BLOC       SNRC          RANG          COL         HECTARES
North Rae         C          24I11            5           40            44.79
North Rae         C          24I11            6           21            44.78
North Rae         C          24I11            6           22            44.78
North Rae         C          24I11            6           23            44.78
North Rae         C          24I11            6           24            44.78
North Rae         C          24I11            6           25            44.78
North Rae         C          24I11            6           26            44.78
North Rae         C          24I11            6           27            44.78
North Rae         C          24I11            6           28            44.78
North Rae         C          24I11            6           29            44.78
North Rae         C          24I11            6           30            44.78
North Rae         C          24I11            6           31            44.78
North Rae         C          24I11            6           32            44.78
North Rae         C          24I11            6           33            44.78
North Rae         C          24I11            6           34            44.78
North Rae         C          24I11            7           14            44.77
North Rae         C          24I11            7           15            44.77
North Rae         C          24I11            7           16            44.77
North Rae         C          24I11            7           17            44.77
North Rae         C          24I11            7           18            44.77
North Rae         C          24I11            7           19            44.77
North Rae         C          24I11            7           20            44.77
North Rae         C          24I11            7           21            44.77
North Rae         C          24I11            7           22            44.77
North Rae         C          24I11            7           23            44.77
North Rae         C          24I11            7           24            44.77
North Rae         C          24I11            7           25            44.77
North Rae         C          24I11            7           26            44.77




                                   SCHEDULE B

                           NET SMELTER RETURNS ROYALTY

1.    For the purpose of this Schedule, "Agreement" shall mean the Agreement to
      which this Schedule is attached, "Owner" shall mean the party paying a
      percentage of Net Smelter Returns pursuant to the Agreement, "Holder"
      shall mean the party or parties receiving a percentage of Net Smelter
      Returns pursuant to the Agreement and other capitalized terms shall have
      the meanings assigned to them in the Agreement.

2.    For the purposes hereof, the term "Net Smelter Returns" shall, subject to
      paragraph 3, 4, 5, and 6 below, mean gross revenues received from the sale
      by the Owner of all ore mined from the Property and from the sale by the
      Owner of concentrate, dore, metal and products derived from ore mined from
      the Property, after deduction of the following:

      (a)   all smelting and refining costs, sampling, assaying and treatment
            charges and penalties including but not limited to metal losses,
            penalties for impurities and charges for refining, selling and
            handling by the smelter, refinery or other purchaser (including
            price participation charges by smelters and/or refiners); and

      (b)   costs of handling, transporting, securing and insuring such material
            from the Property or from a concentrator, whether situated on or off
            the Property, to a smelter, refinery or other place of treatment,
            and in the case of gold or silver concentrates or dore, security
            costs; and

      (c)   sales and other taxes based upon sales or production, but not income
            taxes pursuant to federal, provincial or territorial tax
            legislation; and

      (d)   marketing costs, including sales commissions, incurred in selling
            ore mined from the Property and from concentrate, dore, metal and
            products derived from ore mined from the Property.

3.    (a)   Where revenue otherwise to be included under this Schedule is
            received by the Owner in a transaction with a party with whom it is
            not dealing at arm's length, the revenue to be included shall be
            based on the fair market value under the circumstances and at the
            time of the transaction.

      (b)   Where a cost otherwise deductible under this Schedule is incurred by
            the Owner in a transaction with a party with whom it is not dealing
            at arm's length, the cost to be deducted shall be the fair market
            cost under the circumstance and at the time of the transaction.

4.    For the purpose of determining Net Smelter Returns, all receipts and major
      disbursements in a currency other than Canadian shall be converted into
      Canadian currency on the day of receipt or disbursement, as the case may
      be, and all other disbursements in a currency other than Canadian shall be
      converted into Canadian currency at the average rate for the month of
      disbursement determined using the Bank of Canada noon rates.




                                      - 2 -

5.    The Owner may, but shall not be under any duty to, engage in price
      protection (hedging) or speculative transactions such as futures contracts
      and commodity options in its sole discretion covering all or part of
      production from the Property. None of the revenues, costs, profits or
      losses from such transactions shall be taken into account in calculating
      Net Smelter Returns or any interest therein.

6.    If the Property is brought into production, it may be operated as a single
      operation with other mining properties owned by third parties or in which
      the Owner has an interest, in which event, the parties agree that
      (notwithstanding separate ownership thereof) ores mined from the mining
      properties (including the Property) may be blended at the time of mining
      or at any time thereafter, provided, however, that the respective mining
      properties shall bear and have allocated to them their proportionate part
      of costs described in paragraph 2(a) to 2(d) above incurred relating to
      the single operation, and shall have allocated to each of them the
      proportionate part of the revenues earned relating to such single
      operation. In making any such allocation, effect shall be given to the
      tonnages and location of ore and other material mined and beneficiated and
      the characteristics of such material including the metal content of ore
      removed from, and to any special charges relating particularly to ore,
      concentrates or other products or the treatment thereof derived from, any
      of such mining properties.

      The Owner shall ensure that practices and procedures in accordance with
      industry practice are adopted and employed for weighing, determining
      moisture content, sampling and assaying and determining recovery factors.

7.    Payments of a percentage of Net Smelter Returns shall be made to the
      Holder within 30 days after the end of each calendar quarter in which Net
      Smelter Returns, as determined on the basis of final adjusted invoices,
      are received by the Owner. All such payments shall be made in Canadian
      dollars.

8.    After the year in which production is commenced on the Property, the
      Holder receiving a percentage of Net Smelter Returns from the Owner shall
      be provided annually on or before March 31st with a copy of the
      calculation of Net Smelter Returns, determined in accordance with this
      Schedule, for the preceding calendar year, certified correct by a senior
      officer of the Owner.

9.    The Holder may, on or before April 30th of any year, give written notice
      to the Owner requiring an audit. The Owner shall then arrange for the
      external auditors of the Owner to carry out an audit at the sole expense
      of the Holder subject to reimbursement as described below and a copy of
      the auditor's report shall be provided to the Owner and Holder promptly
      upon completion of the audit. The auditor's report shall be subject to
      such qualifications the auditor wishes to make, if any, and shall cover
      the calendar year ending on December 31 of the year immediately preceding
      the year of the notice.




                                      - 3 -

      If it is determined that the amount of Net Smelter Returns which should
      have been paid by the Owner to the Holder is different from the amount of
      Net Smelter Returns determined and paid to the Holder in accordance with
      this paragraph, the calculation of Net Smelter Returns for the audited
      period shall be amended to agree with the auditor's determination; and:

      (a)   if the result is a net increase in payment due to the Holder in
            respect of the interest in Net Smelter Returns, the Owner shall pay
            promptly the amount of such net increase to the Holder; and

      (b)   if the result is a net decrease in payment due to the Holder the
            Holder shall refund promptly such overpayment to the Owner.

      The Owner shall retain the books and records relating to the Property for
      the current year and for the three calendar years prior to the current
      year. In the event of the termination of the interest in Net Smelter
      Returns, the Owner shall, for a period of thirty-six months following the
      date of such termination, retain the books and records relating to the
      Property for the year in which termination occurs and the three
      immediately prior calendar years. The Owner's books and records no longer
      required to meet the obligations of this paragraph may be destroyed.

10.   Nothing contained in the Agreement or any Schedule attached thereto shall
      be construed as conferring upon the Holder any right to or beneficial
      interest in the Property. The right to receive a percentage of Net Smelter
      Returns from the Owner as and when due is and shall be deemed to be a
      contractual right only. Furthermore, the right to receive a percentage of
      Net Smelter Returns by the Holder from the Owner as and when due shall not
      be deemed to constitute the Owner the partner, agent or legal
      representative of the Holder or to create any fiduciary relationship
      between them for any purpose whatsoever.

11.   The Owner shall be entitled to (i) make all operational decisions with
      respect to the methods and extend of mining and processing of ore,
      concentrate, dore, metal and products produced from the Property (for
      example, without limitation, the decision to process by heap leaching
      rather than conventional milling), (ii) make all decisions relating to
      sales of such ore, concentrate, dore, metal and products produced and
      (iii) make all decisions concerning temporary or long-term cessation of
      operations.




                                   SCHEDULE C

                               YELLOW CAKE ROYALTY

Excepting and reserving unto the Optionor, a royalty (the "Royalty") equal to
two percent (2%) of the proceeds from the sale or other disposition of all
uranium oxide (commonly called "Yellow Cake"), received from any purchaser of
any Yellow Cake derived from the ore mined from the Claims after deducting
therefrom all charges and penalties (imposed by the purchaser) and the cost of
transportation to any processing facility after creation of Yellow Cake,
insurance premiums, sampling and assaying charges incurred after the Yellow Cake
concentrates have left the concentrator and all appropriate sales taxes. If
minerals other than uranium oxide are mined and sold from the Claims, the
Royalty provided herein shall likewise apply to such minerals and shall be
calculated as set forth above based on payment received from a purchaser after
the creation of a concentrate or otherwise marketable product. In no case shall
the cost of mining, transportation or concentrating costs prior to the creation
of the first marketable produced be deducted from the selling price in the
calculation of Royalty. If any portion of the Yellow Cake or other minerals
extracted and derived from the ore mined from the Claims are sold to a purchaser
owned or controlled by the Optionee or treated by a facility owned or controlled
by the Optionee, the actual proceeds received shall be deemed to be an amount
equal to what could be obtained from a purchaser or facility not so owned or
controlled by the Optionee after deducting therefrom a charge equal to the
transportation cost which would have been incurred had the material been
transported to such third party.

The Royalty reserved herein shall be subject to the following:

1.    Payment of Royalty

a.    Frequency of Payment of Royalty. Payment of Royalty hereunder shall be due
and payable within thirty (30) business days after the sale proceeds are
received from any purchaser of Yellow Cake or other minerals mined from the
Claims.

b.    Method of Making Payments. All payments required hereunder may be mailed
or delivered to any single depository as the Optionor may instruct. If the
Optionee makes a payment or payments on account of the Royalty in accordance
with the provisions of this instrument, it will have no further responsibility
for distribution of the Royalty. All charges of the agent, trustee or depository
will be borne solely by the parties receiving payments of Royalty. The delivery
or the deposit in the mail of any payment hereunder on or before the due date
thereof shall be deemed timely payment hereunder.

2.    Records and Reports

a.    Records, Inspection and Audit. Within ninety (90) days following the end
of each calendar, commencing with the year in which the claims are brought into
commercial production (not inclusive of any bulk sampling programs), the
Optionee shall deliver to the Optionor a statement of the Royalty paid for said
calendar year. The Optionor shall have the right within a period of three (3)
months from receipt of such statements to inspect the Optionee's books and
records relating thereto and to conduct an independent audit of such books and
records at its own cost and expense.

b.    Objections. If the Optionor does not request an inspection of Optionee's
books and records during the three-month period referred to in the preceding
paragraph, all payments of Royalty for the annual period will be considered
final and in full satisfaction of all obligations of the Optionee with respect
thereto. If the Optionor disputes any calculation of Royalty, the Optionor shall
deliver to the Optionee a written notice (the "Objection Notice") describing and
setting forth a specific objection within sixty (60) days after receipt by the
Optionor of the final statement. If such audit determines that there has




                                      - 2 -

been a deficiency or an excess in the payment made to the Optionor, such
deficiency or excess will be resolved by adjusting the next payment due
hereunder. The Optionor will pay all the costs and expenses of such audit unless
a deficiency of five (5%) percent or more of the amount due is determined to
exist. The Optionee will pay the costs and expenses of such audit if a
deficiency of five (5%) percent or more of the amount due is determined to
exist. All books and records used and kept by the Optionee to calculate the
Royalty due hereunder will be kept in accordance with generally accepted
accounting principles.

c.    Evidence of Maintenance of the Claims. Optionee shall deliver to the
Optionor, not later than the date two weeks prior to the date for the payment of
annual claim maintenance fees (currently September 1), evidence that the fee has
been timely paid.

3.    Inurement

The Royalty reserved herein shall run with the land and be binding on all
subsequent owners of the Claims, including any amendments, relocations, patents
of the same or additional or alternative rights to mine as may be conferred by
any changes in the mineral laws of the United States.

4.    Assignments by Optionor

Optionor may transfer, pledge, mortgage, charge or otherwise encumber all or any
part of its right, title and interest in and to its Royalty reserved hereunder;
provided, however, that Optionee shall be under no obligation to make its
payments hereunder to such assignee, transferee, pledgee or other third party
until Optionee's receipt of Notice concerning the assignment or transfer.




                                   SCHEDULE D

                                WORK EXPENDITURES

"Work Expenditures" means all expenses, obligations and liabilities of whatever
kind or nature spent or incurred directly or indirectly by the operator up to
the implementation of the production program, in connection with the exploration
and development of the Property, including, without limiting the generality of
the foregoing, moneys expended in maintaining the Property in good standing and
in applying for and securing one or more mining leases in respect of the
Property, moneys expended in doing and filing assessment work, expenses paid for
or incurred in connection with any program of surface or underground
prospecting, exploring, geophysical, geochemical and geological surveying,
diamond drilling and trenching, drifting, raising and other underground work,
assaying and metallurgical testing and engineering, environmental studies, data
preparation and analysis (including amounts in respect of the provision of data
processing services by the Optionor, as may be requested by the Optionee, from
time to time), submissions to government agencies with respect to production
permits, in acquiring facilities, in making contributions to a contingency fund
required by the operator in paying the fees, wages, salaries, travelling
expenses, and fringe benefits (whether or not required by law) of all persons
engaged in work with respect to and for the benefit of the Property, in paying
for the food, lodging and other reasonable needs of such persons and including a
charge in lieu of overhead, management and other unallocable costs, equal to the
amounts determined.




                                   SCHEDULE E

                           BANKABLE FEASIBILITY REPORT

"Bankable Feasibility Report" means a detailed report approved by an independent
consultant, showing the feasibility of placing the Property or any part thereof
into commercial production at an acceptable rate of return on capital, in such
form and detail and using such assumptions as to metal prices as are customarily
required by institutional lenders of major stand alone non-recourse financing
for mining projects, including a price sensitivity analysis of costs and metal
prices, and will include a reasonable assessment of the mineable ore reserves
and their amenability to metallurgical treatment, a complete description of the
work, equipment and supplies required to bring such part of the Property into
commercial production and the estimated cost thereof, a description of the
mining methods to be employed and a financial appraisal of the proposed
operations supported by all reasonably necessary information and data including
at least the following:

(i)      a description of that part of the Property to be covered by the
         proposed mine;

(ii)     the estimated recoverable reserves of minerals and the estimated
         composition and content thereof;

(iii)    the proposed procedure for development, mining and production;

(iv)     results of ore amenability tests (if any);

(v)      the nature and extent of the facilities proposed to be acquired and
         constructed which may include mill facilities, if the size, extent and
         location of the ore body makes such mill facilities feasible, in which
         event the study will also include a preliminary design for such mill;

(vi)     the total costs, including capital budget, which are reasonably
         required to purchase, construct and install all structures, machinery
         and equipment required for the proposed mine, including a schedule of
         timing of such requirements;

(vii)    all environmental impact studies and costs and an analysis of the
         permitting and environmental liability implications of the projects;

(viii)   the period in which it is proposed the Property will be brought to
         commercial production;

(ix)     such other data and information as are reasonably necessary to
         substantiate the existence of an ore deposit of sufficient size and
         grade to justify development of a mine, taking into account all
         relevant business, tax and other economic considerations; and

(x)      working capital requirements for the initial four month operations of
         the Property as a mine or such longer period as may be reasonably
         justified in the circumstances.




                                   SCHEDULE F

                  MATERIAL TERMS OF THE JOINT VENTURE AGREEMENT

Pursuant to paragraphs 4 and 7 of the Letter of Intent, the Optionee and the
Optionor agree to execute and deliver a Joint Venture Agreement for the future
exploration and development of the Property on a joint venture basis on the
following material terms:

1.          The initial interest of the parties in and to the Property and all
other assets, liabilities, benefits or losses (the "Project") will be as
follows: Optionee as to an 50% undivided interest, and Optionor as to an 50%
undivided interest, as contemplated by the provisions of paragraph 4 of the
Letter of Intent to which this Schedule F is appended, subject to such variation
as may result from the operation of the provisions of paragraph 7 of the Letter
of Intent or by the operation of the provisions of paragraphs 6 and 7 of this
Schedule F, set out below.

2.          The parties will form a management committee consisting of one
member appointed by each party (the "Management Committee"). The Management
Committee will have the power and authority to make binding decisions on behalf
of the parties with respect to the exploration and development of the Property
and the Project as described in any Bankable Feasibility Study, and all matters
incidental thereto, including the approval of annual work programs and budgets
for all development work. All decisions of the Management Committee will be made
by a simple majority of votes, each party having one vote for each one percent
(1%) interest held in the Project. In the event of a tie vote, the Operator will
have a casting or deciding vote.

3.          The Management Committee will appoint a person or company to act as
the daily manager and administrator of the exploration and development work on
the Property (the "Operator"), and the first Operator will be the Optionee until
its resignation or removal by the Management Committee.

4.          The Operator will prepare and submit for the consideration of the
Management Committee annual work programs and budgets for the exploration and
development work on the Property (collectively the "Programs" and individually a
"Program"). If the Operator has not submitted a Program within sixty (60) days
of any calendar year end, the non-Operator will be entitled to prepare and
submit a Program to the Management Committee for its consideration.

5.          Within sixty (60) days following the Management Committee's approval
of a Program, the parties will elect by notice in writing to the Management
Committee to either not participate in the Program, participate in the Program
to the full extent of their cost share, or participate in the Program for an
amount less than their cost share. A party's cost share will be equal to its
proportionate share of cost of a Program based upon its interest held in the
Project. If a party elects to not participate or elects to participate for an
amount less than its cost share, that party will suffer dilution of its interest
in the Property and the Project in accordance with the provisions below.

6.          If a party elects not to contribute or elects to contribute less
than its entire cost share, such party's interest in the Project will be reduced
to a percentage equal to the fraction the numerator of which is the total costs
for the Project paid or deemed paid by the party and the




                                      - 2 -

denominator of which is the total costs for the Project of all parties paid or
deemed paid, multiplied by 100, and the other party's interest will be
accordingly increased. If any party's interest is reduced below ten percent
(10%) by the operation of this paragraph, such party will transfer its remaining
interest in the Project to the other party, and will receive as consideration
therefor either a ten percent (10%) net profits royalty or a 1.5% net smelter
returns royalty at the election of the non-contributing party, made at the time
of the conversion of its interest (if the non-contributing party fails to so
elect within thirty (30) days of the date of conversion, the other party will be
entitled to make the election). "Net profits" from production will be calculated
in accordance with generally accepted accounting principles including deductions
for interest, taxes and royalties (other than income taxes), amortization of
capital expenditures and pre-production expenditures, a reserve for three (3)
months working capital, and a management fee not to exceed fifteen percent (15%)
of operating costs. "Net smelter returns" will be calculated from the gross
receipts received by the contributing party from any smelter or refinery, less
smelter treatment charges, production taxes or royalties, and transportation
expenses to the smelter or other purchaser.

7.          The parties electing to contribute to a Program will have thirty
(30) days from receipt of the Operator's invoice to pay their cost share in
proportion to their interest in the Project. If a party fails to pay its cost
share within such time, the defaulting party's interest will suffer dilution in
accordance with the provisions of paragraph 6 above, but at one and one-half (1
1/2) times the normal rate, and the Operator will have a lien upon that party's
share of production to a value equal to one hundred fifty percent (150%) of the
amount in default with interest at twelve percent (12%) per annum calculated
from the date of default to the date of repayment. The Operator will be entitled
to render invoices for costs of a Program in advance, provided that such a
request for an advance does not exceed the estimated cost for the next one (1)
month's operations.

8.          The Operator will be entitled to charge the parties a management fee
equal to five percent (5%) of any portion of a Program budget pertaining to work
contracted out by the Operator to third parties and ten percent (10%) of a
Program budget pertaining to work conducted directly by the Operator, three
percent (3%) of all development costs and capital expenditures incurred in
placing the Property in commercial production and two percent (2%) of the
expenditures incurred in operating the Property as a mine.

9.          The non-Operator will be entitled to enter upon the Property after
24 hours advance notice to the Operator, at the non-Operator's own risk,
provided that such access is not disruptive to the exploration or mining
activities of the Operator.

10.         The following provisions shall be incorporated into the Joint
Venture Agreement.

      (a)   Each of the parties hereby covenants and agrees that at any time
            upon the request of the other party, such party shall do, execute,
            acknowledge and deliver or cause to be done, executed, acknowledged
            and delivered all such further acts, deeds, assignments, transfers,
            conveyances, powers of attorney and assurances as may be required
            for the better carrying out and performance of all the terms of this
            Agreement.




                                      - 3 -

      (b)   The representations, warranties and covenants in this Agreement will
            survive any closing or advance of funds and, notwithstanding such
            closing or advances, will continue in full force and effect.

      (c)   Any notice required or permitted to be given or delivery required to
            be made to any party may be effectively given or delivered if it is
            delivered personally or by telecopy at the addresses or telephone
            numbers set out above or to such other address or telephone number
            as the party entitled to or receiving such notice may notify the
            other party as provided for herein. Delivery shall be deemed to have
            been received:

            (i)   the same day if given by personal service or if transmitted by
                  fax; and

            (ii)  the fifth business day next following the day of posting if
                  sent by regular post.

      (d)   This Agreement will be governed by and be construed in accordance
            with the laws of Quebec.

      (e)   This Agreement will be binding upon and enure to the benefit of the
            parties hereto and their respective heirs and executors and
            successors and assigns as the case may be.

      (f)   This Agreement constitutes the entire agreement between the parties
            and supersedes all prior letters of intent, agreements,
            representations, warranties, statements, promises, information,
            arrangements and understandings, whether oral or written, express or
            implied. The recitals and any schedules form a part of and are
            incorporated by reference into this Agreement.

      (g)   No modification or amendment to this Agreement may be made unless
            agreed to by the parties thereto in writing.

      (h)   In the event any provision of this Agreement will be deemed invalid
            or void, in whole or in part, by any court of competent
            jurisdiction, the remaining terms and provisions will remain in full
            force and effect.

      (i)   Time is of the essence.

            (j)   This Agreement may be executed in any number of counterparts
            with the same effect as if all parties to this Agreement had signed
            the same document and all counterparts will be construed together
            and will constitute one and the same instrument and any facsimile
            signature shall be taken as an original.









                        [AZIMUT SCHEDULE A MAP OMITTED]

EX-3.J

                        Northwestern Mineral Ventures Inc.

                                                                November 1, 2003

Kabir Ahmed
c/o 36 Toronto Street
Suite 1000
Toronto, ON M5C 2C5

Dear Kabir:

We are pleased to confirm that Northwestern Mineral Ventures Inc. (the
"Company") will retain your services on the terms outlined below:

1.    You will be retained as President and Chief Executive Officer of the
      Company to provide such services to the Company as are normally associated
      with such a position, as needed, for an indefinite period of time.

2.    This agreement will be effective as of the date hereof and will continue
      until terminated by either party as provided for herein.

3.    Your status in transacting its duties and services hereunder shall be that
      of an independent contractor and nothing herein contained shall be so
      construed as to constitute the relationship hereby created as employment,
      a partnership, a joint venture or otherwise.

4.    The Company shall not carry any workplace safety insurance or any health
      or accident insurance to cover you. The Company shall not pay any
      contribution to Canada Pension Plan, health or employment insurance,
      federal or provincial withholding tax, nor provide any other contributions
      or benefits which might be expected in an employer and employee
      relationship. You agree to report and pay any contributions for taxes,
      employment insurance, Canada Pension Plan and other benefits for yourself.
      You undertake to indemnify and to save harmless the Company from all
      liabilities and claims against the Company including fines, charges,
      taxes, penalties or demands for or by any reason of or in any way arising
      out of its failure to deduct, withhold or contribute any amount in respect
      of its payments to you under this agreement. Such liability and claims
      shall include, without limiting the generality of the foregoing, federal
      or provincial income taxes, federal or provincial pension plan
      contributions, employment insurance or workplace safety insurance premiums
      and contributions under any federal or provincial social insurance or
      income security program.

5.    You agree that, throughout the term of this agreement, and any amendments
      or extensions hereof, you shall:

            (i)   well and faithfully serve the Company in the provision of
                  management expertise in the conduct of the Company's business;

            (ii)  provide the Company with management advice with respect to its
                  business;




            (iii) perform the services described in this agreement in a
                  professional competent manner;

            (iv)  devote such time, effort, skill, attention and energies to the
                  performance of such duties as may be required by the Company
                  during normal business hours and normal business days,
                  observing all reasonable instructions given to you by the
                  Company. The Company acknowledges that you have outside duties
                  and agrees that the performance of any such duties will not be
                  construed as a breach of the foregoing, so long as such duties
                  are not competitive with nor result in a conflict of interest
                  with the Company; and

            (v)   perform the work and services hereunder at Toronto, Ontario
                  and at such other places in Canada as may be mutually agreed
                  between yourself and the Company.

6.    The Company shall pay to you the sum of seven thousand five hundred
      dollars ($7,500.00) per month, in arrears, during the currency of this
      agreement upon receipt of a monthly invoice therefore commencing November
      30, 2003. This salary shall be reviewable on an annual basis and may be
      adjusted based upon your performance of the services described in this
      agreement.

      In order to facilitate payment of the remuneration, you shall provide to
      the Company your Goods and Services Tax registration number. All payments
      to the you pursuant to this agreement shall be inclusive of Goods and
      Services Tax. All invoices submitted by you to the Company pursuant to
      this agreement shall indicate the amount of Goods and Services Tax
      payable.

7.    All approved receipted expenses incurred by you relating to the services
      provided pursuant to this agreement shall be paid by the Company. You
      shall be responsible for all expenses associated with your travel from
      home to the office, including mileage and parking.

8.    This agreement may be terminated by the Company for any reason provided
      that the Company provides you with 30 day's notice of the termination.
      This agreement may be terminated by the Company immediately without notice
      or payment in lieu of notice for any breach of the terms of this agreement
      or for any cause recognized at law.

9.    You may terminate this agreement by providing the Company with 90 days
      written notice.

10.   You acknowledge that in the course of carrying out, performing or
      fulfilling your duties under this agreement and appointments made
      hereunder, you will have access to and will be entrusted with details,
      trade secrets, proprietary and confidential information of the Company.
      You further acknowledge that the disclosure of such details, confidential
      information and trade secrets to competitors of the Company, or to the
      general public, will be highly detrimental to the interests of the
      Company. You further acknowledge that all such confidential information,
      samples, products and other property of the Company


                                      - 2 -



      utilized by you or in your possession is the exclusive property of the
      Company, and that such property is held by you in trust for the sole and
      exclusive benefit of the Company.

      You shall not disclose any secret of confidential information, or
      information which in good faith and good conscience ought to be treated as
      confidential, of which you have become aware in the course of your
      relationship with the Company, its employees, its suppliers, or its
      customers, at any time during the currency in this agreement and
      appointments made hereunder, or at any time thereafter.

      For the purposes of this Section 10, trade secrets, proprietary and
      confidential information shall include that information which relates to
      the Company and its past, present, and future business and business
      activities, and which information is either identified to you by the
      Company as being such information or that a reasonable person would
      understand to be such information. Such information includes, but is not
      limited to trade or business secrets, pricing policies, consulting, sales
      and mining methods and techniques and operating and marketing systems.

      You acknowledge and agree that in the event of a breach of the covenant,
      provisions and restrictions contained in this Section 10, the Company
      shall be entitled to obtain from any court of competent jurisdiction,
      interim and permanent injunctive relief and an accounting of all profits
      and benefits arising out of such breach, which rights and remedies shall
      be cumulative, and in addition to any other rights or remedies to which
      the Company may be entitled.

      You agree that all covenants, provisions and restrictions in this Section
      10 are reasonable and valid in the context of your relationship with the
      Company, and you hereby waive all defences to the strict enforcement
      thereof by the Company. You further acknowledge that any confidential
      information developed during the currency of this agreement and
      appointments made hereunder is and shall remain the property of the
      Company.

11.   This agreement constitutes the entire agreement between the parties
      concerning these matters and it supersedes any and all previous
      agreements, arrangements or understandings between the parties.

      We look forward to a mutually rewarding relationship.

                                                Yours truly,

                                                NORTHWESTERN MINERAL
                                                VENTURES INC.

                                                Per: /s/
                                                     ---------------------------


                                      - 3 -



One to be checked by you at the time of signing:

[X]   I have obtained independent legal advice regarding the terms and
      conditions of this agreement.

[ ]   I acknowledge having been given an opportunity to obtain independent legal
      advice regarding the terms and conditions of this agreement, but I have
      chosen not to do so.

I have received a copy of this letter. I have read, considered and understood
and hereby accept the terms and conditions contained in this letter. I
acknowledge having been given an opportunity to obtain legal consultation and
advice with respect to the terms and conditions herein, and execute this
agreement freely and voluntarily with full understanding of its contents.

DATED :     NOVEMBER 1, 2003
            -----------------------------

SINGATURE:  /s/
            -----------------------------

WITNESS:    /s/
            -----------------------------

EX-3.K

                       NORTHEWESTERN MINERAL VENTRUES INC.
        36 Toronto Street, Suite 1000, Toronto, Ontario, M5C 2C5, CANADA
                     Tel: (416) 365-6580 Fax: (416) 350-3510

                                                                October 14, 2005

                              CONSULTING AGREEMENT

Mr. Marek Kreczmer
Suite 3320-666 Burrard Street
Vancouver, British Columbia
V6C 2X8

Dear Marek:

We incorporate into this Consulting Agreement (the "AGREEMENT") by way of
reference the terms contained in the Offer, dated October 13, 2005 (the
"OFFER"), which was executed by you and Northwestern Mineral Ventures Inc. (the
"COMPANY"). Accordingly, we are pleased to confirm that the Company will retain
your services on the terms outlined below:

1.    You will be retained as President of the Company to provide such services
      to the Company as are normally associated with such a position, as needed,
      for an indefinite period of time, and to perform those duties and
      responsibilities which are more fully described in the Attached SCHEDULE
      "A", being the signed Offer executed by you and the Company on October 13,
      2005 (the "OFFER").

2.    This Agreement will be effective as of the date hereof, being the date of
      execution (the "EXECUTION DATE"), and will continue until terminated by
      either party as provided for herein.

3.    Your status in transacting its duties and services hereunder shall be that
      of an independent contractor and nothing herein contained shall be so
      construed as to constitute the relationship hereby created as employment,
      a partnership, a joint venture or otherwise.

4.    The Company shall not carry any workplace safety insurance or any health
      or accident insurance to cover you. The Company shall not pay any
      contribution to Canada Pension Plan, health or employment insurance,
      federal or provincial withholding tax, nor provide any other contributions
      or benefits which might be expected in an employer and employee
      relationship. You agree to report and pay any contribution for taxes,
      employment insurance. Canada Pension Plan and other benefits for yourself.
      You undertake to indemnify and to save harmless the Company from all
      liabilities and claims against the Company including fines, charges,
      taxes, penalties or demands for or by any reason of or in any way arising
      out of its failure to deduct, without or contribute any amount in respect
      of its payments to you under this agreement. Such liability and claims
      shall include, without limiting the generality of the foregoing, federal
      or provincial




      income taxes, federal or provincial pension plan contributions, employment
      insurance or workplace safety insurance premiums and contributions under
      any federal or provincial social insurance or income security program.

5.    You agree that, throughout the term of this Agreement, and any amendments
      or extensions hereof, you shall:

            (i)   well and faithfully serve the Company in the provision of
                  management expertise in the conduct of the Company's business;

            (ii)  provide the Company with management advice with respect to its
                  business;

            (iii) perform the duties and responsibilities as described in this
                  Agreement and in the Offer in a professional and competent
                  manner; and

            (iv)  devote such time, effort, skill, attention and energies to the
                  performance of such duties as may be required by the Company
                  during normal business hours and normal business days,
                  observing all reasonable instructions given to you by the
                  Company. The Company acknowledges that you have outside duties
                  and agrees that the performance of any such duties will not be
                  construed as a breach of the foregoing, so long as such duties
                  are not competitive with nor result in a conflict of interest
                  with the Company.

6.    The Company shall pay to you the sum of one hundred thousand dollars (Cdn
      $100,000) plus Goods and Services Tax ("GST"), payable monthly, in
      arrears, upon receipt of a monthly invoice, in the amount of $8,333.33,
      plus GST. The first payment period will be on October 31, 2005, which
      shall be an amount prorated for the period commencing October 14, 2005 and
      ending October 31, 2005. This salary shall be reviewable on an annual
      basis and may be adjusted based upon your performance of the services
      described in this Agreement.

      In order to facilitate payment of the remuneration, you shall provide to
      the Company your GST registration number. All invoices submitted by you to
      the Company pursuant to this Agreement shall indicate the amount of GST
      payable.

7.    The Company will also grant to you the options as defined in the Offer
      (the "OPTIONS"), and which Options shall be subject to the vesting formula
      and all applicable regulatory hold periods, as described fully in the
      Offer.

8.    Subject to board and regulatory approval, the Company shall also appoint
      you to the Company's Board of Directors, as more fully described in the
      Offer.

9.    You acknowledge that this Agreement and the attached Offer, taken
      together, provide for and incorporate any finder's fees (the "FINDER'S
      FEES") you might have received from the Company if, as and when the
      proposed acquisitions of the Firefly and Waterbury Projects (the
      "PROJECTS") are finalized in a Definitive Acquisition Agreement between
      the respective vendors of the Projects and the Company. For greater
      clarity, the Company


                                      - 2 -



      will not pay unto you any additional Finder's Fees in relation to the
      Projects beyond the amounts contemplated as being your compensation in
      this Agreement.

10.   All approved receipted expenses incurred by you relating to the services
      provided pursuant to this Agreement shall be paid by the Company. You
      shall be responsible for all expenses associated with your travel from
      home to the office, including mileage and parking.

11.   This Agreement may be terminated by the Company for any reason provided
      that the Company provides you with 60 days' notice of the termination.
      This Agreement may be terminated by the Company immediately without notice
      or payment in lieu of notice for any breach of the terms of this Agreement
      or for any cause recognized at law.

12.   You may terminated this Agreement by providing the Company with 60 days
      written notice. However, should you elect to terminate the Agreement
      without cause, within twelve (12) months of the date of execution of this
      Agreement (the "Execution Date"), you will forfeit any Options which may
      have vested unto you but not yet exercised within that period of time.

13.   You acknowledge that in the course of carrying out, performing or
      fulfilling your duties under this Agreement and appointments made
      hereunder, you will have access to and will be entrusted with details,
      trade secrets, proprietary and confidential information of the Company.
      You further acknowledge that the disclosure of such details, confidential
      information and trade secrets to competitors of the Company, or to the
      general public, will be highly detrimental to the interests of the
      Company. You further acknowledge that all such confidential information,
      samples, products and other property of the Company utilized by you or in
      your possession is the exclusive property of the Company, and that such
      property is held by you in trust for the sole and exclusive benefit of the
      Company.

      You shall not disclose any secret or confidential information, or
      information which in good faith and good conscience ought to be treated as
      confidential, of which you have become aware in the course of your
      relationship with the Company, its employees, its suppliers, or its
      customers, at any time during the currency in this Agreement and
      appointments made hereunder, or at any time thereafter.

      For the purposes of this Section 13, trade secrets, proprietary and
      confidential information shall include that information which relates to
      the Company and its past, present, and future business and business
      activities, and which information is either identified to you by the
      Company as being such information or that a reasonable person would
      understand to be such information. Such information includes, but is not
      limited to trade or business secrets, pricing policies, consulting, sales
      and mining methods and techniques and operating and marketing systems.

      You acknowledge and agree that in the event of a breach of the covenant,
      provisions and restrictions contained in the Section 13, the Company shall
      be entitled to obtain from any court of competent jurisdiction, interim
      and permanent injunctive relief and an accounting of all profits and
      benefits arising out of such breach, which rights and


                                      - 3 -



      remedies shall be cumulative, and in addition to any other rights or
      remedies to which the Company may be entitled.

      You agree that all covenants, provisions and restrictions in this Section
      13 are reasonable and valid in the context of your relationship with the
      Company, and you hereby waive all defences to the strict enforcement
      thereof by the Company. You further acknowledge that any confidential
      information developed during the currency of this Agreement and
      appointments made hereunder is and shall remain the property of the
      Company.

14.   This Agreement, along with the Attached SCHEDULE "A", being the Offer,
      taken together constitute the entire agreement between the parties
      concerning these matters.

      We look forward to a mutually rewarding relationship.

                                                Yours truly,

                                                NORTHWESTERN MINERAL
                                                VENTURES INC.


                                                Per: /s/
                                                     ---------------------------


                                      - 4 -



One to be checked by you at the time of signing:

[ ]   I have obtained independent legal advice regarding the terms and
      conditions of this Agreement.

[X]   I acknowledge having been given an opportunity to obtain independent legal
      advice regarding the terms and conditions of this Agreement, but I have
      chosen not to do so.

I have received a copy of this letter, and the Attached SCHEDULE "A", being the
Offer. I have read, considered and understood and hereby accept the terms and
conditions contained in this letter, and in the Offer. I acknowledge having been
given an opportunity to obtain legal consultation and advice with respect to the
terms and conditions herein, and in the Offer, and execute this Agreement freely
and voluntarily with full understanding of its contents.

DATED:      October 14, 2005
            ---------------------------------

SIGNATURE:  /s/ Marek Kreczmer
            ---------------------------------
            Marek Kreczmer

WITNESS:    /s/
            ---------------------------------


                                      - 5 -



                                  SCHEDULE "A"


                                      - 6 -



                       NORTHWESTERN MINERAL VENTURES INC.
        36 Toronto Street, Suite 1000, Toronto, Ontario, M5C 2C5, CANADA
                     TEL: (416) 365-6580 FAX: (416) 350-3510

VIA EMAIL

                                      OFFER

October 13, 2005

Mr. Marek Kreczmer, M.Sc. (Geol.), P. Eng.
Suite 3320 - 666 Burrard Street
Vancouver, British Columbia
V6C 2X8

Dear Marek:

RE:   PROPOSED APPOINTMENT AS PRESIDENT OF NORTHWESTERN MINERAL VENTURES INC.

Further to your discussions with the Chairman of Northwestern Mineral Ventures
Inc. ( the "Company"), we are pleased to offer you the position of President of
the Company on the following terms:

    1.    DUTIES AND RESPONSIBILITIES

    You will provide the Company with the following services:

          a.  Ongoing geological expertise and assistance with respect to future
              site selections and acquisitions, all of which would be rendered
              to the Company in accordance with industry standards;

          b.  Supervisory management of the Company's mineral exploration
              projects;

          c.  Assistance with the raising of capital for the Company, including,
              but not limited to, your participation at investor road shows and
              conference calls and attendance at meetings with brokers; and

          d.  Those services as would be normally provided to the Company in
              your capacity as a senior officer of the Company.

    2.    COMPENSATION

Your compensation for services rendered to the Company will be as follows:

          a.  You will receive consulting fees of one hundred thousand dollars
              per annum (Cdn$100.000 per annum), plus GST, paid monthly;




          b.  You will be granted an aggregate of 1,900,000 share options at an
              exercise price of Cdn $0.75 per share, which is the closing price
              of the Company's shares at October 13, 2005 (the "Options") from
              the Company's Stock Option Plan, with the Options to vest unto you
              in accordance with the following vesting formula:

                    i.  1/4 of the Options to vest at the end of the three month
                        anniversary from the time you execute a formal
                        Consulting Agreement ( the "Consulting Agreement") with
                        the Company (the "Execution Date");

                   ii.  1/4 of the Options to vest at the end of the six month
                        anniversary of the Execution Date;

                  iii.  1/4 of the Options to vest at the end of the nine month
                        anniversary of the Execution Date;

                   iv.  1/4 of the Options to vest at the end of the twelve
                        month anniversary of the Execution Date;

              The Options shall be subject to a 4 month regulatory holding
              period. Subject to the termination provisions provided in section
              5 below and any regulatory (including the TSX Venture Exchange)
              rules impacting the granting of aforesaid Options, the Options
              shall expire five years from the date of grant.

    3.    APPOINTMENT TO THE COMPANY'S BOARD OF DIRECTORS

    Upon your execution of the Consulting Agreement, you will be appointed to
    the Company's Board of Directors, subject to regulatory approval.

    4.    LENGTH OF CONSULTING AGREEMENT

    The length of the Consulting Agreement shall be until the Consulting
    Agreement is terminated for cause, or the parties to the Consulting
    Agreement terminate the Consulting Agreement by giving the other party two
    (2) months written notice.

    5.    TERMINATION OF CONSULTING AGREEMENT

    Either you or the Company may terminate the Consulting Agreement by giving
    the other party two (2) months written notice. Should you elect to terminate
    the Consulting Agreement without cause, within twelve (12) months of the
    Execution Date, you will forfeit any Options which may have vested unto you
    but not yet exercised within that period of time.


                                        2



    6.    FINDER'S FEE WITH RESPECT TO FIREFLY PROJECT (UTAH) AND WATERBURY
          PROJECT (SASKATCHEWAN)

    It is understood that the above-noted Compensation, as described in section
    2 of this offer, and the proposed Consulting Agreement, takes into account
    and incorporates any finder's fees you might have received from the Company
    if, as and when the proposed acquisitions of the Firefly and Waterbury
    Projects ("Projects")are finalized in the Definitive Acquisitions Agreement
    between the respective vendors of the Projects and the Company.

    7.    CONFLICTS

    It is understood that while you are serving in the capacity as the Company's
    President that you may be involved in other projects related to mining and
    mineral exploration (the "Other Activities"). Although it is understood that
    the proposed Consulting Agreement does not prohibit Other Activities, you
    will agree to provide the Company with notice of any conflicts that may
    arise as a result of your Other Activities and appointment as President of
    the Company.

    8.    BOARD AND REGULATORY APPROVAL

    This Offer is being made to you subject to the Company obtaining both board
    and regulatory approval.

    9.    FORMAL CONSULTING AGREEMENT

    If you are in agreement with the above-noted terms, we will formalize the
    terms and conditions of your appointment as President in the form of a
    Consulting Agreement between yourself and the Company.

If you are in agreement with the terms of this Offer, please sign where noted
below and return one signed copy to our attention by facsimile.

Sincerely,

NORTHWESTERN MINERAL VENTURES INC.

Per: /s/ Kabir Ahmed
     ------------------------
Kabir Ahmed
President & CEO


                                        3



    I am in agreement with the terms as set out in the attached letter.

    /s/ Marek Kreczmer
    ------------------------------------------
    MAREK KRECZMER, M.SC.(Geol.).P.Eng.


                                        4

EX-3.L

                       NORTHWESTERN MINERAL VENTURES INC.
        36 Toronto Street, Suite 1000, Toronto, Ontario, M5C 2C5, CANADA
                     Tel: (416) 366-6580 Fax: (416) 350-3510

                                LETTER OF INTENT

June 9,2006

Mr. Edward Bawolak
24 Place Yvon
Plourde, Appt. 401
Charlemagne, Quebcc
J5Z 3E2

Dear Mr. Bawolak:

RE:   SEQUANEY URANIUM PROPERTY

Further to our earlier discussions, we have set forth below the key terms of the
option (the "OPTION") that you (the "OPTIONOR") have agreed to grant to
Northwestern Mineral Ventures Inc. ("NWT") concerning the property known as the
Sequaney Uranium Property, which property is more particularly described in
Schedule A hereto (the "PROPERTY").

1.    PROPERTY AND TITLE

The Optionor hereby represents and warrants that:

      (a)   he is the registered and beneficial owner of a 100% interest in the
            Property, free and clear of any liens or encumbrances;

      (b)   he has received all required approvals to grant the Option in the
            Property to NWT; and

      (c)   the description of the Property set forth herein is true and
            correct.

2.    DUE DILIGENCE

The Optionor hereby grants to NWT the sole and exclusive right to conduct a
complete due diligence review regarding the Property, which will include but not
be limited to, an investigation of any environmental liabilities with respect to
the Property and a site visit, at NWT's sole discretion, to the Property by a
qualified geologist appointed by NWT. In consideration of such right to conduct
a due diligence review, NWT shall make cash payments to the Optionor, as
follows:

            On or prior to June 10,2006                              Cdn $15,000

            On or prior to July 10,2006                              Cdn $15,000




            On or prior to August 15, 2006                           Cdn $15,000

In order to assist NWT in completing its due diligence of the Property, the
Optionor will forthwith provide to NWT the most recent geological report in
respect of the Property for review, together with all other data, maps, reports,
surveys, documentation and other information concerning the Property available
to the Optionor (the "DILIGENCE MATERIAL").

If at any time, NWT fails to make any of the above-noted payments by the
designated payment date, the right of NWT to conduct its due diligence review of
the Property shall thereupon terminate, NWT shall return all Diligence Material
to the Optionor, and neither party shall have any further obligations under this
letter of intent.

3.    OPTION TERMS

Subject to Section 5 below, in the event that NWT is satisfied with its due
diligence review of the Property, in its sole discretion, and all payments have
been duly and timely made by NWT in accordance with Section 2 hereof, the
Optionor will grant to NWT an Option for the right to acquire a 100% legal and
beneficial interest in the Property (the "ACQUISTION"), which interest shall
vest on the date upon which each of following events has been completed:

      (a)   cash payments to the Optionor, as follows:

            Upon the later of (i) the date that final approval      Cdn  $50,000
            of the Acquisition is obtained from the TSX
            Venture Exchange; and (ii) the date the
            Option Agreement (as hereinafter defined) is
            fully executed (such later date, the
            "APPROVAL Date")

            On or prior to the first anniversary of the             Cdn $100,000
            Approval Date

            On or prior to the second anniversary of the            Cdn $150,000
            Approval Date

            On or prior to the third anniversary of the             Cdn $200,000
            Approval Date

            and

      (b)   the issuance of common shares of NWT ("COMMON SHARES") to the
            Optionor, as follows:

            Upon the Approval Date                         100,000 Common Shares

            On or prior to the first anniversary of the    300,000 Common Shares
            Approval Date

            On or prior to the second anniversary of the   500,000 Common Shares


                                        2



            Approval Date

            On or prior to the third anniversary of the 1,100,000 Common shares
            Approval Date

Upon completion of each of the above events set forth in subsections 3(a) and
(b), the Optionor will transfer 100% of its legal and beneficial right, title
and interest in and to the Property to NWT, subject to Section 5 below.

4.    BANKABLE FEASIBILITY STUDY

In addition to the payments set forth in Sections 2 and 3 above, in the event
that an economically viable bankable feasibility study is completed with respect
to the Property, NWT agrees to make a further cash payment to the Optionor in
the amount of Cdn. $500,000 within 30 days of the completion of such bankable
feasibility study.

5.    ROYALTY

Following the transfer by the Optionor of 100% of its right, title and interest
in and to the Property to NWT pursuant to Section 3 above, the Optionor will
thereafter be entitled to a net smelter royalty ("NSR") of 2% on production
generated on the Property.

NWT shall have the right, but not the obligation, to purchase one-half of the
above-noted NSR held by the Optionor (or an aggregate 1% NSR) for a purchase
price of Cdn $1,000,000 if NWT so elects in writing within 30 days following the
completion of an economically viable bankable feasibility study on the Property.

6.    NO SHOP

During the period commencing on the date hereof and ending on August 22, 2006
(the "EXCLUSIVITY PERIOD"), subject to the following sentence, the Optionor
agrees he will not, directly or indirectly, through any employee, advisor,
representative, agent or otherwise, take any direct or indirect action to
solicit, initiate, assist or encourage inquiries, submissions, proposals or
offers from any other person, entity or group relating to, and will not
participate in and will cease all discussions or negotiations regarding, and
will not furnish to any other person, entity or group any information with
respect to, or otherwise co-operate in any way with or assist or participate in,
or facilitate or encourage any effort or attempt with respect to, the direct or
indirect acquisition of, or other business transaction involving, the Property
or any part thereof (any such transaction being a "COMPETING TRANSACTION") or
enter into any agreement requiring the Optionor to terminate negotiations with
NWT regarding the completion of the Acquisition.

The Optionor represents and warrants to NWT that he is not currently a party to
or in negotiations with respect to a Competing Transaction.


                                        3



The Optionor shall ensure that each of his employees, agents, advisors and
representatives is aware of the provisions of this section, and the Optionor
shall be responsible for any breach of this section by any of his employees,
agents, advisors or representatives.

7.    OPTION AGREEMENT

Pending the results of a due diligence investigation by NWT, each of NWT and the
Optionor agree to negotiate in good faith, and use their best efforts to execute
a definitive option agreement (the "OPTION AGREEMENT") giving effect to the
Option on or prior to August 22, 2006 which Option Agreement shall embody the
terms and conditions set forth herein and shall contain additional
representations, warranties, covenants, conditions and agreements that are
customary for agreements relating to the completion of transactions of the sort
contemplated herein.

8.    COSTS

Each of NWT and the Optionor will be responsible for their own costs relating to
the Option.

9.    SUCCESSORS AND ASSIGNS

This agreement shall enure to the benefit of and be binding upon the parties and
their respective successors, heirs and permitted assigns.

10.   NATURE OF AGREEMENT

The parties agree that this letter, with the exception of the terms set forth
under the headings "No Shop" and "Successors and Assigns" is meant to be a
non-binding letter of intent. The parties agree that the terms set forth under
the headings "No Shop" and "Successors and Assigns" are legally binding and
legally enforceable which terms shall remain in full force and effect, unless
superceded by the Option Agreement.

If you are in agreement with the provisions of this letter, please sign this
letter where noted below and return one signed copy of this letter to our
attention by facsimile.

Sincerely,

NORTHWESTERN MINERAL VENTURES INC.

Per:

Marek Kreczmer
President & Chief Executive Officer


                                        4



I am in agreement with the terms as set out in the attached letter.

/s/ Lise Lambert                     /s/ Edward Bawolak
- ---------------------------------    -------------------------------
SIGNATURE OF WITNESS                 EDWARD BAWOLAK
Name: Lise Lambert
Address:


                                        5



                                   SCHEDULE A
                           DESCRIPTION OF THE PROPERTY

                               [SEE ATTACHED MAP]


                                        6



                                  SCHEDULE "A"

                                  [MAP OMITTED]




                                  [MAP OMITTED]




                                  [MAP OMITTED]

EX-4.A

[MHC LOGO]               McGovern, Hurley, Cunningham, LLP
[GRAPHIC OMITTED]        Chartered Accountants




                        CONSENT OF INDEPENDENT AUDITORS



TO:         NORTHWESTERN MINERAL VENTURES INC.
            ("NORTHWESTERN")

AND TO:     BERNS & BERNS, COUNSELORS AT LAW

AND TO:     U.S. SECURITIES & EXCHANGE COMMISSION

FROM:       MCGOVERN, HURLEY, CUNNINGHAM, LLP

RE:         NORTHWESTERN MINERAL VENTURES INC. - AUDITED ANNUAL FINANCIAL
            STATEMENTS FOR THE PERIODS ENDED DECEMBER 31, 2005, 2004, AND 2003

- --------------------------------------------------------------------------------

We hereby consent to the inclusion of our report dated March 3, 2006 in
connection with our audits of the consolidated financial statements of
Northwestern as at December 31, 2005 and 2004 and for the periods ended
December 31, 2005, 2004, and 2003 in Northwestern's Annual Report on Form 20-F
for the year ended December 31, 2005 ("Form 20-F"), for the purposes of filing
same with the U.S. Securities and Exchange Commission.



Dated this 29th day of June, 2006.


                                MCGOVERN, HURLEY, CUNNINGHAM, LLP

                                /s/ McGovern, Hurley, Cunningham, LLP
                                -------------------------------------

                                Chartered Accountants












     2005 Sheppard Avenue East, Suite 300, Toronto, Ontario, Canada, M2J 5B4
                Telephone: (416) 496-1234 - Fax: (416) 496-0125 -
                 E-Mail: info@mhc-ca.com - Website: www.mhc-ca.com

EX-4.B

[LETTERHEAD OMITTED]
WATTS, GRIFFIS and MCOUAT
Consulting Geologists and Engineers

                                                                   June 16, 2006

                             CONSENT OF EXPERT/FIRM

TO:         Northwestern Mineral Ventures Inc.

AND TO:     Berns & Berns, Counselors at Law

AND TO:     U.S. Securities and Exchange Commission (the "Securities Regulator")

Gentlemen:

     RE: A SUMMARY OF THE FORMER OPEMISCA EXPLORERS LIMITED URANIUM PROPERTY
                          IN CHARLEVOIX COUNTY, QUEBEC


Reference is made to a summary report entitled "A Summary of the Former Opemisca
Explorers Limited Uranium Property in Charlevoix County, Quebec" dated May 12,
2006 (the "Summary Report") which we prepared for NORTHWESTERN MINERAL VENTURES
INC. (the "Corporation").

We hereby consent to the filing of the Summary Report with the Securities
Regulator, and to the written disclosure of the Summary Report and the inclusion
of extracts therefrom or a summary thereof in the Corporation's Annual Report on
Form 20-F for the year ended December 31, 2005 ("Form 20-F"). We reserve the
right to review such disclosures to ensure that our comments are contextually
accurate.

We further agree to being named as an expert in the Form 20-F.

Dated this 16 day of June, 2006.

                                                    Sincerely,

                                            WATTS, GRIFFIS AND MCOUAT LIMITED

                                            /s/ Joe Hinzer

                                            Per: Joe Hinzer, P.Geo.
JH/ls                                            President




[LETTERHEAD OMITTED]
Watts, Griffis and McOuat
Consulting Geologists and Engineers

                                                                   June 16, 2006

                             CONSENT OF EXPERT/FIRM

TO:       Northwestern Mineral Ventures Inc.

AND TO:   Berns & Berns, Counselors at Law

AND TO:   U.S. Securities & Exchange Commission (the "Securities Regulator")

Gentlemen:

   RE: TECHNICAL REVIEW OF THE PICACHOS SILVER-GOLD AND BASE METALS PROSPECTS,
                          WESTERN DURANGO STATE, MEXICO

Reference is made to the technical report entitled "A Technical Review of the
Picachos Silver-Gold and Base Metals Prospects, Western Durango State, Mexico"
dated 24 November, 2004 (the "Technical Report") which we prepared for
NORTHWESTERN MINERAL VENTURES INC. (the "Corporation").

We hereby consent to the filing of the Technical Report with the Securities
Regulator, and to the written disclosure of the Technical Report and the
inclusion of extracts therefrom or a summary thereof in the Corporation's
Annual Report on Form 20-F for the year ended December 31, 2005 ("Form 20-F").
We reserve the right to review such disclosures to ensure that our comments
are contextually accurate.

We further agree to being named as an expert in the Form 20-F.

Dated this 16 day of June, 2006.

                                                    Sincerely,

                                            WATTS, GRIFFIS AND McOUAT LIMITED

                                            /s/ Joe Hinzer

                                            Per: Joe Hinzer, P.Geo.
JH/ls                                            President

EX-4.C

                           CLAUDE JOBIN, P.ENG., M.SC.
                              PROFESSIONAL ENGINEER


                                     CONSENT


TO:      NORTHWESTERN MINERAL VENTURES INC.

AND TO:  BERNS & BERNS, COUNSELORS AT LAW

AND TO:  U.S. SECURITIES & EXCHANGE COMMISSION
         (THE "SECURITIES REGULATOR")

FROM:    CLAUDE JOBIN, P.ENG., M.SC.

RE:      TECHNICAL EVALUATION REPORT 43-101, NORTHWESTERN MINERAL VENTURES INC.
         URANIUM PROPERTIES, NIGER, WEST AFRICA
- --------------------------------------------------------------------------------


Reference is made to the technical report (the "TECHNICAL REPORT") dated 2 May,
2006 entitled "Technical Evaluation Report 43-101, Northwestern Mineral Ventures
Inc. Uranium Properties, Niger, West Africa", which we prepared for Northwestern
Mineral Ventures Inc. (the "CORPORATION").

We hereby consent to the filing of the Technical Report with the Securities
Regulator, and to the written disclosure of the Technical Report and the
inclusion of extracts therefrom or a summary thereof in the Corporation's Annual
Report on Form 20-F for the year ended December 31, 2005 ("Form 20-F"). We
reserve the right to review such disclosures to ensure that our comments are
contextually accurate.

We further agree to being named as an expert in the Form 20-F.

Dated this      day of June, 2006.




                                            ---------------------------
                                            Claude Jobin, P.Eng., M.Sc.
                                            Professional Engineer



               159 Des Saules Ouest, Quebec, Quebec G1L 1E3 Canada
                              Tel-Fax: 418-623-4171

EX-4.D

                              [LETTERHEAD OMITTED]
                             CANALASKA VENTURES LTD.

                                     CONSENT


TO:         NORTHWESTERN MINERAL VENTURES INC.

AND TO:     BERNS & BERNS, COUNSELORS AT LAW

AND TO:     U.S. SECURITIES & EXCHANGE COMMISSION
            (THE "SECURITIES REGULATOR")

FROM:       CANALASKA VENTURES LTD.

RE:         DESCRIPTION OF PROPERTY, CANALASKA VENTURES LTD., WATERBURY LAKE
            PROJECT, ATHABASCA BASIN, SASKATCHEWAN, CANADA
- -------------------------------------------------------------------------------


Reference is made to the summary report (the "SUMMARY REPORT") entitled
"Description of Property, CanAlaska Ventures Ltd., Waterbury Lake Project,
Athabasca Basin, Saskatchewan, Canada".

We hereby consent to the filing of the Summary Report with the Securities
Regulator, and to the written disclosure of the Summary Report and the
inclusion of extracts therefrom or a summary thereof in the Corporation's
Annual Report on Form 20-F for the year ended December 31, 2005 ("Form 20-F").
We reserve the right to review such disclosures to ensure that our comments are
contextually accurate.

We further agree to being named as an expert in the Form 20-F.

Dated this 28 day of June, 2006.

                                            CANALASKA VENTURES LTD.


                                            Per: /s/ Karl Schimann
                                                ------------------
                                               Dr. Karl Schimann, P.Geo., Ph.D.
                                               Exploration Manager, Uranium
S

EX-12.1

                                                                    EXHIBIT 12.1


                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Marek Kreczmer, certify that:

1.  I have reviewed this annual report on Form 20-F of Northwestern Mineral
    Ventures Inc.;

2.  Based on my knowledge, this annual report does not contain any untrue
    statement of a material fact or omit to state a material fact necessary to
    make the statements made, in light of the circumstances under which such
    statements were made, not misleading with respect to the period covered by
    this annual report;

3.  Based on my knowledge, the financial statements, and other financial
    information included in this annual report, fairly present in all material
    respects the financial condition, results of operations and cash flows of
    the registrant as of, and for, the periods presented in this annual report;

4.  The registrant's other certifying officers and I are responsible for
    establishing and maintaining disclosure controls and procedures (as defined
    in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

    a.  Designed such disclosure controls and procedures, or caused such
        disclosure controls and procedures to be designed under our supervision,
        to ensure that material information relating to the registrant,
        including its consolidated subsidiaries, is made known to us by others
        within those entities, particularly during the period in which this
        report is being prepared; and

    b.  Disclosed in this report any change in the registrant's internal control
        over financial reporting that occurred during the period covered by the
        annual report that has materially affected, or is reasonably likely to
        materially affect the registrant's internal control over financial
        reporting;




Date: June 29, 2006       /s/ Marek Kreczmer
                         ----------------------------------
                         Marek Kreczmer
                         President and Chief Executive Officer

EX-12.2

                                                                    EXHIBIT 12.2


  CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Errol Farr, certify that:

1. I have reviewed this annual report on Form 20-F of Northwestern Mineral
Ventures Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure
 controls and procedures to be designed under our supervision, to ensure that
 material information relating to the registrant, including its consolidated
 subsidiaries, is made known to us by others within those entities,
 particularly during the period in which this report is being prepared; and

b. Disclosed in this report any change in the registrant's internal control over
financial reporting that occurred during the period covered by the annual report
that has materially affected, or is reasonably likely to


materially affect the registrant's internal control over financial reporting;

Date: June 23, 2006
          ---
                                                    /s/ Errol Farr
                                                    ----------------------------
                                                    ERROL FARR
                                                    Chief Financial Officer

EX-13.1

                                                                    EXHIBIT 13.1



  CERTIFICATION OF CHIEF EXECUTIVE OFFICER
  PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

            Pursuant to 18 U.S.C. 1350, as created by Section 906 of the
Sarbanes-Oxley Act of 2002, the undersigned officer of Northwestern Mineral
Ventures Inc. (the "Company") hereby certifies, to such officer's knowledge,
that:

         (i) the accompanying Annual Report on Form 20-F of the Company for the
         fiscal year ended December 31, 2005 (the "Report") fully complies with
         the requirements of Section 13(a) or Section 15(d), as applicable, of
         the Securities Exchange Act of 1934, as amended; and

         (ii) the information contained in the Report fairly presents, in all
         material respects, the financial condition and results of operations of
         the Company.


Date: June 29, 2006
                              /s/ Marek Kreczmer
                             --------------------------
                             Marek Kreczmer
                             President and Chief Executive
                             Officer

The foregoing certifications are being furnished solely to accompany the Report
pursuant to 18 U.S.C. 1350, and are not being filed for purposes of Section 18
of the Securities Exchange Act of 1934, as amended, and are not to be
incorporated by reference into any filing of the Company, whether made before or
after the date hereof, regardless of any general incorporation language in such
filing.

EX-13.2

                                                                    EXHIBIT 13.2


CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     Pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley
Act of 2002, the undersigned officer of Northwestern Mineral Ventures Inc. (the
"Company") hereby certifies, to such officer's knowledge, that:

     (i) the accompanying Annual Report on Form 20-F of the Company for the
fiscal year ended December 31, 2005 (the "Report") fully complies with the
requirements of Section 13(a) or Section 15 (d), as applicable, of the
Securities Exchange Act of 1934, as amended; and

     (ii) the information contained in the Report fairly presents, in all
material respects, the financia1 condition and results of operations of the
Company.

Date: June 23, 2006
           --

                                                     /s/ Errol Farr
                                                     ------------------------
                                                     Errol Farr
                                                     Chief Financial Officer


The foregoing certifications are being furnished solely to accompany the Report
pursuant to 18 U.S.C. 1350, and are not being filed for purposes of Section 18
of the Securities Exchange Act of 1934, as amended, and are not to be
incorporated by reference into any filing of the Company, whether made before or
after the date hereof, regardless of any general incorporation language in such
filing.


/<DOCUMENT>