20-F

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, 2006

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.

104,489,753

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					3
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

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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					8
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
As of June 27, 2007 the Company Had Only Two Full Time Consultants Acting in a Management Capacity, One of Whom Will be Leaving His Position In July 2007					8
Future Sales of Common Shares by Existing Shareholders					9
Item 4. Information on the Company					9
History and Development of the Company					9
Business Overview					9
Forward-Looking Statements					9
General					10
Description of Mining Industry					10
Regulation of Mining Industry					12
Canada					12
Mexico					12
Republic of Niger					13
Organizational Structure					14
Property, Plants and Equipment					14
A. Picachos Project, Durango State, Mexico					14
B. Uranium Concession, Niger, Africa					19
C. Waterbury Uranium Project, Saskatchewan, Canada					22
D. North Rae Uranium Project, Northern Quebec, Canada					24
E. Daniel Lake Uranium Project, Northern Quebec, Canada					26
GLOSSARY					28
Item 5. Operating and Financial Review and Prospects					30
Overview					31
Operating Results					31
Liquidity and Capital Resources					32
Research and development, patents and licenses, etc					33
Trend Information					33

ii

Off-Balance Sheet Arrangements					33
Tabular Disclosure of Contractual Obligations					33
Item 6. Directors, Senior Management and Employees					34
Directors and Senior Management.					34
Compensation					35
No Termination Agreements for Executive Officers and Directors.					37
Stock Option Plan					37
Options/SARs Granted during Fiscal Year Ended December 31, 2006					38
Board Practices					39
Composition of the Audit Committee					39
Pre-Approval Policies and Procedures					39
Compensation Committee					39
Employees					39
Share Ownership					40
Item 7. Major Shareholders and Related Party Transactions					41
Major Shareholders					41
Related Party Transactions					41
Item 8. Financial Information					41
Consolidated Statements and Other Financial Information					41
Significant Changes					41
Item 9. The Offer and Listing					42
Offer and Listing Details					42
Plan of Distribution					44
Markets					44
Selling Shareholders					44
Dilution					44
Expenses of the Issue					44
Item 10. Additional Information					44
Share Capital					44
Certificate and Articles of Incorporation					45
ARTICLES AND BY-LAWS					46
General					46
Directors					46
Annual and special meetings					46

iii

Material Contracts					47
Exchange Controls					47
Taxation					48
Certain Canadian Federal Income Tax Consequences					48
Dividends on Shares					49
Disposition of Shares					49
Statements by Experts					50
Documents on Display					50
Subsidiary Information					50
Item 11. Quantitative and Qualitative Disclosures About Market Risk					50
Item 12. Description of Securities Other than Equity Securities					50
Item 13. Defaults, Dividend Arrearages, and Delinquencies					50
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds					50
Item. 15. Controls and Procedures					50
Item 16A. Audit Committee Financial Expert					51
Item 16B. Code of Ethics					51
Item 16C. Principal Accountant Fees and Services					51
Item. 16D. Exemptions from the Listing Standards for Audit					51
Item 16E. Purchases of Equity Services by the Issuer and Affiliated Purchasers					51
Item 17. Financial Statements					51
Item 18. Financial Statements					51
Item 19. Exhibits					52

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PART I¹

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 2002-2006 and for the period January 1, 2007 through June 30, 2007.

Year			Average
2002					.6776
2003					.7186
2004					.7702
2005					.8276
2006					.8844

			Low						High
June 2007					.9322						.9456
May 2007					.8980						.9345
April 2007					.8633						.9035
March 2007					.8467						.8673
February 2007					.8437						.8631
January 2007					.8457						.8586

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 July 11, 2007, one Canadian dollar, as quoted by Moneyline Telerate and other sources at 3 P.M. Eastern Time for New York foreign exchange selling rates, equaled $.9475 in U.S. dollars. (Source: The New York Times)

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 March 31, 2007. The audited financial statements 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 13 to the audited consolidated financial statements for the period ended December 31, 2006, which is contained below in ‘‘Item 18. Financial Statements.’’ Note 13 provides a description of the differences between Canadian and United States generally accepted accounting principles, and how t hese 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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			Three Month Period ended March 31, 2007 (unaudited) $						Three Month Period ended March 31, 2006 (unaudited) $						Year Ended December 31, 2006 (audited) $						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					369,675						280,119						2,421,484						1,780,074						1,121,460						33,097
Loss Per Share					0.00						0.00						0.03						0.02						0.02						0.0
Cash Flows from Operating Activities					(454,890	)					(257,791	)					(1,355,091	)					(851,997	)					(587,006	)					(23,097	)
Cash Flows from Investing Activities					8,514,752						(692,828	)					(12,858,160	)					(707,330	)					(735,006	)					—
Total Assets					19,159,964						3,242,203						19,490,706						2,856,700						1,896,035						172,413
Current Assets					13,711,018						1,366,352						15,026,965						1,774,293						1,161,660						172,413
Liabilities					290,981						176,286						383,366						170,817						197,625						10,000
Share Capital					24,594,773						6,280,667						24,463,455						5,620,514						2,852,967						195,510
Deficit					5,725,790						3,214,750						5,356,115						2,934,631						1,154,557						33,097
Shareholders’ Equity					18,868,983						3,065,917						19,107,340						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, 2006 (audited) $						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					5,735,402						2,170,175						1,852,260						33,097
Loss Per Share					0.05						0.03						0.03						0.01
Cash Flows from Operating Activities					(4,806,159	)					(1,554,381	)					(1,317,806	)					(23,097	)
Cash Flows From Investing Activities					(9,407,092	)					(4,946	)					(4,206	)					—
Total Assets					15,303,276						1,780,999						1,165,235						172,413
Deficit					9,790,934						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 mine ral 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 poss ibility 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, fire s, 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 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 12 months, there is no assurance that in the future we will be able to rai se 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, 2006, the Company had an accumulated deficit of $5,356,115. 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 othe r 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 uranium, 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 polit ical 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.

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

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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 feasibility 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, inc luding 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.  In 2006 the corporate tax rate in Mexico was 29%. and is scheduled to be reduced to 28% in 2007.

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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 fo reign 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 Have Limited 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 other Directors and Officers Liability. 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 anti cipated 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.

One potential current conflict of interest involves our President and CEO, Marek Kreczmer. As described in ‘‘Item 4. Information on the Company.’’ Mr. Kreczmer will be the CEO and Managing Director of a newly formed company (‘‘Newco’’) to explore and develop, if warranted, eight prospective uranium properties in Niger. The Company will be contributing to Newco its two existing uranium concessions, the Irhazer and In Gall concessions. Thereafter, Newco and the Company would be in competition for properties, funds, and personnel, with Mr. Kreczmer being the CEO of both companies. Mr. Kreczmer is also CEO of Hana Mining Ltd, a Canadian Junior exploration company with assets in Mexico and Botswana.

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

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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 Uranium and 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 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 mark et; 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.

At June 27, 2007 the Company Had Only Two Full-Time Consultants Acting in a Management Capacity, One of Whom Will be Leaving his Position in July 2007.    At June 27, 2007, the Company had two management consultants, each acting in their respective capacities as Chairman of the Board of Directors, President, CEO, and Chief Financial Officer. Mr. Marek Kreczmer acts as the Company’s

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President and CEO, while Mr. Erik Martin serves as the Company’s Chief Financial Officer. Messrs. Kreczmer and Martin are the Company’s only full-time service providers. Mr .Martin will be resigning as Chief Financial Officer effective July 31, 2007. 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 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 and registered and records office of the Company are located at 36 Toronto Street, Suite 1000, Toronto, Ontario M5C 2C5 Canada. Its telephone number is (416) 367-6895. The Company does not have an agent in the United States.

B.    Business Overview*.

	•	See Glossary on pages 46-49 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 achieve d. 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 uranium, gold, or other base or precious metals, 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.

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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 uranium deposits. 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 70% interest in properties in Mexico’s Durango state (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 up to a 65% interest in the Daniel Lake Property, Northern Quebec, Canada, and (v) an option to acquire a 75% interest in the Waterbury Project, which consists of nine uranium claims in the Athabasca Basin, Saskatchewan, Canada.

In June 2007 the Company announced that it signed a joint venture agreement with UraMin Inc. (‘‘UraMin’’) to form a new company (‘‘Newco’’) that would explore eight properties for uranium in Niger. Under the terms of its agreement with UraMin, the Company would contribute to Newco its two uranium prospects, the Irhazer and In Gall concessions, while UraMin would contribute six properties. The joint venture agreement provides that the Company would receive (i) a 50% equity interest in Newco, (ii) a cash payment of $4,800,000 from UraMin, and (iii) a 3% net smelter royalty on the production of uranium and any other ores and/or minerals produced from the Company’s Irhazer and In Gall concessions. In addition to contributing six potential uranium properties to Newco, UraMin would contribute $15,000,000 U.S. to Newco to receive a 50% interest. Reference is made to ‘‘Item 4. Information on the Comp any. D Property, Plants and Equipment. B. Uranium Concession, Niger, Africa.’’

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 the Company’s 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, served as Chairman of the Company’s Board of Directors, its president, and chief executive officer until his resignation in July 2006. 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. Mr. Horne did not stand for re-election at the Company’s Annual and General Meeting of Shareholders held on June 26, 2007. Erik Martin, the Company’s Chief Financial Officer will be resigning his position effective July 31, 2007. Reference is made to ‘‘Item 6. Directors, Senior Management and Employees< font style="opacity:100; position:relative; ">.’’

At the Company’s Annual and Special Meeting of Shareholders held on June 26, 2007, the Company’s shareholders approved the changing of its name to ‘‘NWT Uranium Corp.’’

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

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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;

	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 2001-2006 ranged from a low of $271 U.S. in 2001, to a high of $725 U.S. in 2006. At June 22, 2007, the price of gold was $653.50 U.S. per ounce2. The price of one pound of uranium for the years 2001-2006 ranged from a low of $7.25 U.S. in 2001, to a high of $72.00 U.S. in December 2006. At June 22, 2007, the spot price of uranium was $136 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 feasibility 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 regul ation. Reference is made to ‘‘Item. 3. Key Information. D. Risk Factors.’’

² Based upon the Average Spot Price of Gold, London PM fix.

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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 perm it or license.

As part of the permit or licensing requirements, in the event a company will be placing a production and operating a mine, the applicant may be 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 2007 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.

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

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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 500 square kilometers 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 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.

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. Minimal annual fees are applicable and varies on the size of the property.

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.

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C.    Organizational Structure.

The Company is in the processing of dissolving its one U.S. subsidiary, which has been inactive.

D.    Property, Plants and Equipment.

A.    Picachos Project, Durango State, Mexico

The Company currently has an option to acquire up to a 70% interest in a silver-gold prospect located in Mexico’s Durango Province (the ‘‘Picachos Project’’). The Company acquired its original interest in the property in July 2004 when it 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 give it the right to acquire the remaining 50% interest in the Picachos Project. The Picachos property portfolio originally included the 6,700-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 6,700 hectare silver-gold Pica chos Property. Accordingly, on November 17, 2005 the Company dropped its interest in the Tango gold claims in Sinaloa State.

Under the terms of its original option with RNC, in order to earn its initial 50% interest, the Company was required to incur exploration expenditures of $1,500,000 by December 31, 2006 and generate a feasibility study for the production of a minimum of 25,000 ounces of gold per year by July 2007 (‘‘Feasibility Study’’). In October 2005, the Company amended its agreement with RNC to acquire an option to acquire a 100% interest in the Picachos Project. Under the terms of its original agreement with RNC, after the Company earned a 50% interest in the project, it would be granted the right to acquire RNC’s remaining 50% stake in the Picachos Project. The purchase price for acquiring the remaining 50% interest was $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; and

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

On February 28, 2006 Yamana Gold Inc. (‘‘Yamana’’) acquired RNC. Pursuant to an Option Agreement with Yamana, dated December 22, 2006, the Company’s option was reduced from the right to acquire a 100% interest in the Picachos Project to an option to acquire a 70% interest. In order to earn a 70% interest the Company is required by December 22, 2009 (i) to incur $3,000,000 U.S. in exploration expenditures, (ii) issue Yamana 1,000,000 of its Shares, and (iii) make payments of $400,000 U.S. to Yamana, as set forth below.

The Company is required to incur the following exploration expenditures of $3,000,000 U.S.:

	1.	$500,000 U.S. by December 31, 2007;

	2.	$1,000,000 U.S. by December 31, 2008; and

	3.	$1,500,000 U.S. by December 31, 2009.

The Company is also required to issue the following Shares to Yamana :

	1.	400,000 Shares by January 21, 2007 (done);

	2.	200,000 Shares by December 31, 2007;

	3.	200,000 Shares by December 31, 2008; and

	4.	200,000 Shares by December 31, 2009.

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Finally, the Company is required to make the following payments to Yamana:

	1.	$100,000 U.S. by December 22, 2006 (done);

	2.	$100,000 U.S. by December 22, 2007;

	3.	$100,000 U.S. by December 22, 2008; and

	4.	$100,000 U.S. by December 22, 2009.

After the Company has fulfilled all of its obligations and earned a 70% interest in the Picachos Project, the Company and Yamana will incorporate a company under the laws of Mexico to carry out, if warranted, the construction, development, and operation of one or more mines on the property. Initially, the Company will own 70% of this company, and Yamana will own the remaining 30%.

Kabir Ahmed, formerly 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 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’’) and internal Company reports prepared by M. Robinson, MASc., P.Eng. 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 Picachos Property consists of four mining concessions that are owned by Minera Tango S.A. de CV. (‘‘Tango’’), a Mexican corporation, which is 75% owned by Seafield Resources Ltd. (‘‘Seafield’’), and 25% owned by Minera Camargo S.A. de C.V. (‘‘Camargo’’), a Mexican company. (On December 31, 2006 Seafield purchased Yamana’s 75% interest in Tango.) 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 g eological 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. Access to the Property is via the Durango-Mazatlan highway, and a network of country roads that links the villages of La Mesa, Huizar, La Ventana, Picachos, El Durazno, Neveros and Los Desmontes. A 230 KV electrical transmission line runs parallel to Highway 40, and a branch line to La Mesa de Los Negros. Rural satellite phones are installed in all of the villages. Water is readily available from mountain streams that are re-charged in the summer rainy season between July and October.

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.

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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.

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.

Previous Exploration on Picachos Property

Picachos was one of the larger historic mining towns within the Picachos Property and is located about 8 kilometers north of La Mesa de Los Negros. The Spanish reportedly built a smelter facility on the north bank of the arroyo Picachos, just below one of the trails to the village of La Ventana. Smelter feed was mainly from several stopes located in the El Toro target area, and perhaps from the mines on the south flank of Copo El Pino (Pine Peak). Slag has also been found at a historic smelter site west of the Las Chivas adit (Los Cochis area). Mineralization consists of both low-sulfidation epithermal veins with silver and gold, and intermediate sulfidation epithermal veins with silver, lead, zinc, copper and gold.

In 1997, Canamera Geological of Vancouver staked the Los Cochis area on the northwest corner of the 50, 000 Ha Flora concession. Between April 20, 1998 and June 5, 1998, over 200 rock samples were taken from the Flora claim. Of these, 151 occur within the caldera north of the Espinazo del Diablo. A decision was made to focus the next stage of work on the caldera structure, and a reconnaissance-style soil geochemistry grid was completed over the Los Cochis target area. A total of 116 rock samples and 489 soil samples were collected. The program finished in November of 1998, but the assay results were never released from the lab due to non-payment of other assay bills.

In June of 1999, Minera Camargo was incorporated, and negotiations were opened with Eastern Meridian Mining Corporation to start a joint venture in the Picachos area, a few kilometers north of the Los Cochis prospects. During the negotiating period, the Picachos claim was staked. An option agreement was signed with Eastern Meridian on July 31, 1999.

Between October 1, 1999 and February 25, 2000, detailed mapping and sampling was done on the larger stopes and tunnels, including El Toro, Los Angeles and El Pino. Overall, 135 chip-channel samples were cut and sent to Bondar Clegg for analysis. All were fire-assayed for gold and silver, and those with base metal mineralization were also assayed for Cu, Pb and Zn. Although it was believed that El Pino had clear potential to host a significant deposit, Eastern Meridian was unable to re-finance due to weak precious metal prices. Its option agreement with Camargo expired January 31, 2002.

In March of 2002, Southern Africa Minerals and Minera Camargo started negotiating a deal for a joint venture on the Picachos property, and the Camargo claim was staked as an addition to the joint venture area. The Camargo Property hosts the Los Cochis and Guadalupe deposits (the Flora title was cancelled in October of 2001 due to non-payment of mining duties). Southern Africa Minerals changed its name to Tango Mineral Resources to reflect the new Latin American focus for the Company.

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In the summer of 2002, a limited soil sampling program was completed over the central part of the El Pino deposit area, and additional prospecting was done along strike of the known vein. In the fall, a permanent camp and road to the El Pino deposit was constructed, and two diamond core holes were drilled to depths of 216 meters and 171 meters in early 2003. Although both holes intersected the vein, the drilling program was aborted pre-maturely due to mechanical problems with the drill. The average result of two holes was 135 g/t Ag, 1.4 g/t Au across 2.3 m, and continuity of the structure was proved for 70 meters down-dip. In late 2002, a deal was negotiated with Chemex Laboratories to release the Los Cochis assays, and those results were compiled in the first half of 2003. Geochemical results from El Pino and Los Cochis were clearly starting to define the extents of several epithermal vein districts on the Picachos Property. In late 2003 Tango Mineral Resource s was taken over by RNC.

In early 2004, RNC optioned the Picachos Property to the Company, as described earlier.

Summary of Exploration Work Completed by the Company

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 postponed the airborne survey and preparations for underground development at El Pino.

Summary of First Phase 2005 Exploration Program

The results of the first phase exploration program were 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 was considered by the Company to be a compelling drill target.

Summary of Proposed Second Phase 2005-2006 Exploration Program

The Company planned a second phase exploration program, costing $1.0 million, which was expected to be completed by December 30, 2006. The second phase exploration program was 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. However, during 2006 Yamana acquired RNC and the Company renegotiated the terms of its option. Accordingly, it did not complete the second phase exploration program.

In November of 2006, the Company hired SJ Geophysics of Vancouver to complete a 50 line kilometer 3-D induced polarization and resistivity survey over the Los Cochis and Guadalupe targets. Forty five line kilometers of ground magnetics over Los Cochis were also completed. SJ Geophysics’ report and interpretations were delivered to Camargo in March of 2007. Some of the resistivity highs are correlated with silicified zones at Navarrete and the Campamento (Las Chivas) zone at Los Cochis. The strongest IP responses are probably defining quartz-pyrite ‘‘lithocaps’’, or zones where cooling steam condensed and precipitated silica and iron sulfide. Moderate IP responses appear to reflect mineralization, some of which may have a ‘‘manto’’ or bedding parallel geometry. Up to 7,000 meters of drilling have been proposed to test all anomalous geochemisty and geophysics on the

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Los Cochis portion of the property. Of these, 2,400 meters in the historically worked area are priority holes. Camargo has proposed a drilling program of 17 holes, at an approximate cost of $375,000 U.S. However, the Company has not yet approved the program.

In addition, the Company is considering attempting to find a joint venture partner to help explore the property. However, there can be no assurance a joint venture partner can be found on acceptable terms.

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, originally covered a total 4,000 square kilometers. However, subsequent to March 8, 2006, the Republic of Niger modified its laws so that the maximum size of any uranium concession could be 500 square kilometers. Accordingly, the In Gall Concession and Irhazer concessions now cover 1,000 square kilometers. The concessions 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 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 additional 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.

On June 4, 2007 the Company announced that, subject to regulatory approval, it was entering into a joint venture with UraMin Inc. (‘‘UraMin’’) to form a new corporation (‘‘Newco’’) to explore for and develop, if warranted, eight uranium properties in Niger.

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Under the terms of the proposed joint venture agreement the Company would contribute to Newco its two uranium prospects, the Irhazer and In Gall concessions, while UraMin would contribute six properties. The joint venture agreement provides that the Company would receive (i) a 50% equity interest in Newco, (ii) a cash payment of $4,800,000 from UraMin, and (iii) a 3% net smelter royalty on the production of uranium and any other ores and/or minerals produced from the Company’s Irhazer and In Gall concessions. In addition to contributing six uranium prospects to Newco, UraMin would contribute $15,000,000 U.S. to Newco to receive a 50% interest. The $4,800,000 would be used by the Company to cover for Canadian taxes payable upon transferring the Niger properties to Newco.

Mr. Marek Kreczmer, the Company’s President and Chief Executive Officer, would be Newco’s Managing Director and Chief Executive Officer. Mr. Kreczmer would also be appointed to Newco’s Board of Directors.

These six adjacent concessions to be contributed by UraMin are situated along the Arlit fault and are within a range of 45 to 135 kilometers north of the Areva uranium mine, currently in production. The Arlit fault is believe to be the main geological structure where the two Areva mines are located.

In total, Newco’s eight properties would cover a total of 1,673,644 acres (6,773 square kilometers).

The Company and UraMin would have the right of first refusal on properties outside of Niger identified by Newco.

The formation of Newco and completion of the transactions contemplated by the joint venture agreement are subject to (i) review and approval by the Republic of Niger, (ii) receipt of all regulatory approvals (including the TSX Venture Exchange), and (iii) a favorable fairness opinion on the terms of the joint venture.

None of the properties to be owned by Newco have a known commercially minable mineral deposit.

Previous Work Done on Irhazer and In Gall Concessions.

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 five hundred (500) 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.

Work Program and Budget

The Company has completed a high-resolution, multi-sensor airborne geophysical survey over the properties where several targets were identified. This was followed by ground geophysics and mapping of the uranium anomalies. The ground geophysics identified four radioactive structures which will be drill tested in the summer of 2007.

Results on surface samples announced in March 2007 ranged from 0.032 % to 0.09% U3O8. Additional samplings of outcrops returned five samples with values ranging from 0.22% to 1.0% U3O8.

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From March 2006 through March 2007, the Company invested over $1.3 million on exploration of its Niger properties. Because the Company has already fulfilled its contractual obligations to Niger for the first two years, but since the Company has not received all required approvals for the Uramin transaction, a conservative approach was taken and exploration expenses to be carried on this summer were included in the summary that follows.

The Irhazer and In Gall Technical Report had recommended a three-year exploration program for the two concessions, each costing a total of $2,200,000 U.S. 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 included 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 was to include 6,000 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 15,500 m 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

It is anticipated that Newco would undertake substantially the same program.

The Company’s President and CEO, Marek Kreczmer, will be supervising either the Company’s or, if the joint venture with UraMin is completed, Newco’s exploration activities through an exploration team composed of Nigerien geologists and expatriate technical professionals.

History

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, 2008, (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.

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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				$	25,000
On or prior to April 1, 2008				$	75,000

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, 2008					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 25, 2007 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.

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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 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.

Completed Exploration and Plans for Future

In 2006, Canalaska completed a ground geophysical survey and three drill holes. As at December 31, 2006, exploration costs totaled $939,967 on the property. The 2006 exploration program identified geochemical uranium anomalies which the Company and Canalaska believed worth investigating further. For 2007 a second exploration costing in excess of $1,000,000 is planned to test the initial results.

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

D.    North Rae Uranium Project, Northern Quebec, Canada

On January 9, 2007, the Company entered into an Option Agreement, formalizing the March 2, 2006 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 1,845 claims covering a total area of 832 square kilometers.

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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 became required to issue Azimut 100,000 Shares. The Acceptance Date was April 28, 2006. On the first anniversary of the Acceptance Date, the Company issued an additional 50,000 Shares to Azimut, as required under the Letter of Intent.

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 acts as the project operator.

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.

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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 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.

To date, the Company has completed a lake-bottom sediment survey and bedrock rock chip sampling. The results confirmed the presence of uranium as indicated in the Government of Quebec previous findings Also, an airborne geophysical surveys over the property and identified 13 anomalies for total strike length 56,000 meters as well as 36 one point anomalies. Further testing have identified a 5,500 metre zone with grades up to 0.59% U3O8. As at March 31, 2007, the Company invested $955,631 on the property.

For the summer of 2007 the Company plans an exploration program, including drilling at a cost of approximately $1,200,000, which it intends to pay from its working capital.

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

E.    Daniel Lake Uranium Project, Northern Quebec, Canada

Pursuant to an option agreement dated January 24, 2007 with Azimut Exploration Inc. the Company acquired an option to obtain up to a 65% interest in a prospective uranium property called the Daniel Lake Property (‘‘Daniel Lake Agreement’’). The Daniel Lake Property is contiguous to the North Rae Uranium Project, consisting of 862 claims covering 96,445 acres.

Under the terms of the Daniel Lake Agreement the Company can acquire an initial 50% interest, except for a Yellow Cake royalty described below, by (i) paying Azimut a total of $230,000, (ii) issuing Azimut 200,000 shares of its common stock, and (iii) incurring a minimum of $2,600,000 in exploration expenditures over the five years ending January 24, 2012.

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Under the terms of the Daniel Lake Agreement the Company is required to make the following cash payments, totaling $230,000, to Azimut:

Cash Payments to Azimut
$50,000			By February 8, 2007 (done)
$30,000			January 24, 2008
$40,000			January 24, 2009
$50,000			January 24, 2010
$60,000			January 24, 2011

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 100,000 Shares to Azimut.

In addition to the cash payments and shares issuances described above, the Company is required to incur the following exploration expenditures on the North Daniel Lake Uranium Project, totaling $2,600,000.

Minimum and Cumulative Work Expenditures on the Daniel Lake Uranium Project
$300,000			On or before January 24, 2008
$400,000			On or before January 24, 2009
$500,000			On or before January 24, 2010
$600,000			On or before January 24, 2011
$800,000			On or before January 24, 2012

If and when the Company has made the cash payments totalling $230,000, issued Azimut a total of 200,000 Shares, and incurred the minimum work expenditures totalling $2,600,000, the Company will have acquired a 50% undivided interest in the Daniel Lake Property, 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 $2,600,000. 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 $30,000 per year for five years, (iii) incur annual minimum exploration expenditures of $150,000, for a five year period ($750,000 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 $100,000 per year.

The Company is operator of the project.

Location, Access, Climate, Geology, History of Exploration

The Daniel Lake Property is adjacent to the Company’s North Rae Property. Management believes that information about its location and access, climate, history of exploration, and geology is substantially similar to that of the North Rae Property. Accordingly, reference is made to the description of the location and access, climate, history of exploration, and geology of the North Rae Property.

The Company has not completed any exploration work on the Daniel Lake Property. An extensive airborne survey is planned for the summer of 2007 at a cost of approximately $287,300, which the Company intends to pay from its working capital.

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**************************************

GLOSSARY

Following is a glossary of terms used throughout this Annual Report.

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.
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.

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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.
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).

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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

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, 2007, and should be read in conjunction with the audited consolidated financial statements of the Company for the period ending December 31, 2006, and the unaudited interim financial statements for the Company for the period ending March 31, 2007, 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 13 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.

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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 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
Daniel Lake			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 through March 31, 2007, Management has devoted most of its time and resources towards (i) organizing the Company, (ii) acquiring various property interests, (iii) evaluating properties for acquisition, and (v) conducting initial exploration of some of its properties. During this time, no revenues were realized.

For the year ended December 31, 2006 the Company’s loss from operations was $2,581,592 ($0.03 per Share), compared to $1,223,081 ($0.02 per Share) for the year ended December 31, 2005, an increase of $1,358,511. The primary reasons for this increase were (i) non-cash stock based compensation expenses increased by $652,676 to $1,146,144, resulting from the grant of stock options to newly appointed officers and directors, following a change in the Company’s management, (ii) management fees and administrative services increased by $431,106 to $560,289 because of the hiring of additional staff, and the implementation of directors fees in 2006, and (iii) increased professional fees and travel expenses as a result of increased activities during the year.

The table below shows the exploration costs incurred by the Company on its various property interests.

			Exploration Expenditures
			2006						2005						Cumulative at year end 2006						Cumulative at year end 2005
Project Location
Irhazer and In Gall, Niger				$	1,057,248					$	25,082					$	1,097,599					$	40,351
Pichachos, Mexico				$	509,758					$	596,142					$	1,260,664					$	750,906
North Rae, Canada				$	889,200						N/A					$	889,200						N/A
Waterbury, Canada				$	770,220					$	169,747					$	939,967					$	169,747
Firefly, United States				$	48,549					$	114,697					$	0					$	114,697
Bear Project, Canada					N/A					$	41,426						N/A					$	0

During 2006, the Company dropped its interest in the Firefly Project, writing off a total of $163,246.

During 2005, the Company dropped its interest in the Bear Project, writing off a total of $602,193.

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The Company has funded operations since its incorporation (September 26, 2003) through the net proceeds of various financings.

In November 2003 the Company issued 2,000,000 Special Warrants (pre-stock split) at a price of $0.10 per Special Warrant, resulting in gross proceeds of $200,000. Each Special Warrant entitled the holder thereof to acquire, without additional payment and subject to adjustment pursuant to the Special Warrant Certificates, one Share. A Prospectus dated January 9, 2004 qualified the distribution of 2,000,000 Shares (pre-stock split) issued by the Company, without additional payment, upon the exercise of the 2,000,000 Special Warrants (pre-stock split).

For the year ended December 31, 2004, the Company raised total gross proceeds of approximately $2.6 million through various equity financings. On February 26, 2004, the Company raised financing from an initial public offering of $1,500,000 through the issuance of 15 million common shares (30 million shares post 2 for 1 stock split).

On July 23, 2004 the Company completed a stock split whereby each common share of the Company was subdivided into two common shares of the Company.

During 2004, the Company issued 206,000 flow-through common shares for gross proceeds of $125,660 (net proceeds of $114,979).

On October 15, 2004, the Company completed a private placement financing of 450,000 units at a price of $0.70 per unit for gross proceeds of $315,000 (net proceeds of $292,950). Each unit consisted of one Share and one Share purchase warrant exercisable at a price of $0.95 until April 15, 2006.

On December 3, 2004, the Company completed a private placement financing of 1,004,500 units at a price of $0.65 per unit for gross proceeds of $652,925 (net proceeds of $587,633). Each unit consisted of one Share and one-half of one common share purchase warrant. Each whole warrant was exercisable at a price of $0.95 until June 4, 2006.

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 consisted of one common share and once common share purchase warrant exercisable at a price of $0.465 until July 27, 2006. In September 2005 the Company had a two-for-one stock split.

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 receiving gross proceeds of $1,024,399, and 909,091 units at a price of $0.55 per unit, receiving gross proceeds of $500,000. 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 May 5, 2006 the Company completed a private placement financing of 21,144,027 units of for gross proceeds of $17,972,423 (net proceeds of $16,538,358). 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 May 5, 2008; 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 May 5, 2008, by May 5, 2011.

B.    Liquidity and Capital Resources

At March 31, 2007, the Company had working capital (including cash of $13,542,269) of $13,420,037. At December 31, 2006, the Company had working capital of $14,643,599, up from $1,603,476 at December 31, 2005. 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. At December 31, 2006, the Company had

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cash and short-term investments of $14,908,791, compared to $1,681,524 at December 31, 2005. This increase resulted from the net proceeds raised through equity financings in 2006 less operating and mineral property costs incurred during the same period.

The Company does not have any material commitments for capital expenditures or 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 $3,335,000 in funds to satisfy its exploration and purchase payment obligations for its various property interests. In addition, the Company believes it will need a minimum of $1,000,000 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 all of its property interests 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 Info rmation. 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 70% 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) an option to acquire a 65 % interest in the Daniel Lake Property, Northern Quebec, Canada. The payments and required exploration expenditures described in the following table are optional by the Company, are not contractual obligations of the Company, and, if the Company does not make any payment, or incur the required exploration expenditures, the Company will only lose its interest in that particular property. 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. Unless otherwise indicated, all references below are in Canadian dollars. Reference is made to Item 3.

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Key Information. for the exchange rate over the past five years between U.S. dollars and Canadian dollars.

									Payments due by Period
			TOTAL						LESS THAN ONE YEAR						1-3 YEARS							3-5 YEARS						MORE THAN FIVE YEARS
Option Payments or Exploration Expenditures Necessary to Retain Property Interests at December, 2006
Payments relating to Picachos Project					$3,300,000						$500,000	*					$2,500,000		*					0						0
											$100,000	**					$200,000		**
Payments relating to Niger Concessions					$4,000,000						$1,200,000U.S.	*					$2,800,000	U.S.	*					0						0
Payments relating to Waterbury Project					$3,850,000						$750,000	*					$2,500,000		*					$500,000	*					0
											$25,000	**					$75,000		**
Payments relating to North Rae Uranium Project					$3,730,000						$400,000	*					$2,100,000		*					$400,000	*					$600,000	*
											$30,000	**					$100,000		**					$40,000	**					$60,000	**
Payments relating to Daniel Lake Uranium Project					$3,930,000						$300,000	*					$1,500,000		*					$1,000,000	*					$800,000	*
											$30,000	**					$150,000		**					$30,000	**					$120,000	**
TOTAL FOR ALL PROPERTY INTERESTS					$18,810,000						$3,335,000						$11,925,000							$1,970,000						$1,580,000

* Required exploration expenditures.

** Required option payments.

Item 6.    Directors, Senior Management and Employees.

A.    Directors and Senior Management.

Directors and Officers.    At June 25, 2007 the names, municipalities of residence and principal occupations of the directors and officers of the Company were as follows:

Name & Municipality of Residence

Position with Company

Principal Occupation

Age

Marek Kreczmer West Vancouver, British Columbia, Canada

Chief Executive Officer, President, Director

Chief Executive Officer, President – Northwestern Mineral Ventures Inc.

56

Anton Esterhuizen Johannesburg, South Africa

Director

Geologist, Managing Director – Pangea Exploration (Pty)

56

Simon Lawrence Toronto, Ontario Canada

Director

Mining Engineer

44

John P. Lynch Toronto, Ontario

Director

Businessman; President, Universal Packaging Systems Inc. since 2003

47

Erik H. Martin Burlington, Ontario

Chief Financial Officer*

Certified Management Accountant – President Bractea Enterprises Ltd.

37

* Mr. Martin will be leaving his position as Chief Financial Officer effective July 31, 2007.

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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. (now Hana Mining Inc.), Soho Resources Corp. and Northern Canadian Minerals Inc. Mr. Kreczmer obtained a B.Sc. Honours (Miner al 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 90% of his time to the Company and has not entered into any non-competition or non-disclosure agreement with the Company.

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 Limite d.

John P. Lynch    Mr. Lynch has a bachelor degree in Administrative and Commercial Studies from Western University. He is currently President of a packaging company operating throughout North America.

Erik H. Martin    will be leaving his position as Chief Financial Officer effective July 31, 2007.

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. Mr. Horne resigned on August 29^th 2006. On July 6, 2006 Mr. Kabir Ahmed resigned from all positions with the Company.

C.    Compensation.

The following table sets forth all annual and long-term compensation for services rendered in all capacities to the Corporation for the fiscal year ending December 31, 2006 in respect of the individuals who were, during the year ended December 31, 2006, the Chief Executive Officer, President and Chief Financial Officer of the Corporation (collectively, the ‘‘Named Executive Officers’’). The Corporation had no other executive officers whose total salaries and bonuses during the fiscal year ending December 31, 2006 exceeded $150,000.

35

Summary Compensation Table

Long Term Compensation

Annual Compensation

Awards

Payouts

Name and Principal Position

Year(1)

Salary ($)

Bonus ($)

Other Annual Compen- sation (4)

Securities under Options/ SARs(2) Granted

Restricted Shares of Restricted Share Units ($)

LTIP(3) Payouts ($)

All Other Compen- sation(4) ($)

Kabir Ahmed Former President and Chief Executive Officer(5)

2006

Nil

$

25,000

$

46,875

Nil

Nil

Nil

$

46,675

2005

Nil

Nil

$

90,000

Nil

Nil

Nil

Nil

2004

Nil

$15,000

$

90,000

400,000

(9)

Nil

Nil

Nil

Marek Kreczmer President and Chief Executive Officer(6)

2006

$12,500

$

120,833

250,000

Nil

Nil

$12,750

2005

Nil

Nil

$

120,000

100,000

Nil

Nil

Nil

2004

Nil

Nil

$

39,000

240,000

Nil

Nil

Nil

Erik H. Martin CFO(7)

2006

Nil

Nil

$

57,500

250,000

Nil

Nil

Nil

2005

N/A

N/A

N/A

N/A

N/A

N/A

N/A

2004

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Errol Farr Former CFO(8)

2006

Nil

Nil

$

16,000

Nil

Nil

Nil

Nil

2005

N/A

N/A

$

21,000

Nil

Nil

Nil

Nil

2004

N/A

N/A

N/A

N/A

N/A

N/A

N/A

(1) Financial year ended December 31.

(2) Stock appreciation rights. The Corporation has not granted any SARs.

(3) Long-term incentive plan. The Corporation does not have any LTIPs.

(4) Amounts shown represent retroactive director fees paid for past services. Mr. Kabir Ahmed was also given computer equipment valued at $4,175 upon his resignation.

(5) Mr. Kabir Ahmed was appointed President and CEO of the Corporation on November 1, 2003. On October 14, 2005, Mr. Ahmed resigned as President. On July 7, 2006, Mr. Ahmed resigned as CEO of the Corporation. He received an annual fee of $90,000. The 2006 amount reflects payment of his fee up to July 7, 2006.

(6) Mr. Kreczmer joined as President of the Corporation on October 14, 2005. On October 15, 2006, Mr. Kreczmer became CEO of the Corporation and his annual fee was increased from $100,000/year to $200,000/year.

(7) Mr. Martin was appointed CFO on September 1, 2006. The Corporation pays $12,500.00 per month to Bractea Enterprises Ltd., a company controlled by Mr. Martin.

(8) Mr. Farr was CFO of the Corporation between February 10, 2005 and August 31, 2006. He was entitled to a monthly fee of $2,000.

(9) This amount has been adjusted to reflect the 2 for 1 stock split that occurred on September 6, 2005. Mr. Ahmed’s options expired, unexercised on October 7, 2006.

On May 25, 2006 the Company, through its Compensation Committee consisting at the time of Wayne Beach, Jon North, and J. Scott Waldie, established the following compensation plan for its directors, which was 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.

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.

36

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 served 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 25, 2007, the Company had outstanding options to purchase 3,550,000 Shares, of which 2,530,000 may be exercised by directors. See ‘‘Summary of Stock Option Plan.’’

Termination Agreements for Executive Officers and Directors.

On October 14, 2006 the Company entered into a consulting agreement with Mr. Marek Kreczmer, its president and chief executive officer, pursuant to which Mr. Kreczmer is paid a monthly management fee of $16,666.66. The agreement provides that Mr. Kreczmer would be entitled to a severance payment equal to two years salary in the event his consulting agreement was 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. Kreczmer would each receive one year’s salary.

On September 1, 2006, the Company entered into a consulting agreement with Bractea Enterprises Ltd. (‘‘Bractea’’), a company controlled by Erik H. Martin, the Chief Financial Officer of the Corporation, pursuant to which Bractea receive a monthly management fee of $12,500.00 for services performed by Mr. Martin. This agreement may be terminated upon provision of 60 days written notice by the Corporation or 60 days written notice by Bractea.

Stock Option Plan.

The shareholders of the Corporation approved the Company’s original stock option plan (the ‘‘Original Plan’’) on June 23, 2004. The Original Plan permited the grant of up to 7,200,000 options net of expired or cancelled options issued pursuant to previous option grants.

At the Company’s Annual and Special Meeting of Shareholders held on June 26, 2007, Company’s shareholders approved a resolution terminating the Original Plan, approving a new plan (the ‘‘2007 Plan’’), and authorizing the issue of up to 10% of the total number of Shares issued and outstanding from time to time, under the 2007 Plan. The 3,635,000 options that are outstanding under the Original Plan remain outstanding under the 2007 Plan, without amendment to their terms. The Company is able to issue up to an additional 6,941,884 options under the 2007 Plan (calculated based upon 10% of the issued and outstanding Common Shares as of June 25, 2007, less the number of options currently outstanding under the Original Plan which remain outstanding under the 2007 Plan.) A copy of the proposed 2007 Plan is set forth in Item 19. Exhibits. As of June 25, 2007, the Company had 105,768,842 Common Shares outsta nding.

The purpose of the 2007 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 2007 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 2007 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.

37

Set forth below is a summary of the 3,635,000 outstanding options under the 2007 Plan to purchase Common Shares at June 25, 2007:

Holder			Number of Common Shares Under Option						Date of Grant			Expiry Date			Exercise Price
All 2 executive officers and past executive officers of the Company, as a group					1,900,000				October 14, 2005			October 14, 2010				$	0.75
					250,000				May 25, 2006			May 25, 2011				$	0.68
					250,000				September 8, 2006			September 8, 2011				$	0.44
					100,000				April 30, 2007			April 27, 2012				$	0.77
All 3 directors and past directors (who are not also executive officers) of the Company, as a group					400,000				May 25, 2006			May 25, 2011				$	0.68
					100,000				June 4, 2007			June 1, 2012				$	0.72
All other employees and past employees of the Company as a group					100,000				September 20, 2006			September 20, 2011				$	0.40
					25,000				May 8, 2007			May 8, 2012				$	0.85
All consultants of the Company as a group					80,000				August 2, 2005			August 2, 2008				$	0.47
					250,000				January 1, 2007			January 1, 2012				$	0.84
					200,000				April 16, 2007			April 16, 2012				$	0.81
					100,000				June 4, 2007			June 4, 2007				$	0.72

Options/SARs Granted during Fiscal Year Ended December 31, 2006

During the year ended December 31, 2006, 500,000 stock options were granted to the Named Executive Officers. The following table sets out the options granted to the Named executive Officers during the year ended December 31, 2006.

Name			Securities Under Options Granted (#)						% of Total Options granted to Employees in the Financial Year			Exercise or Base Price ($/Security)						Market Value of Securities Underlying Options on the Date of Grant ($/Security)						Expiration Date
Marek J. Kreczmer					250,000				19.2%				$	0.68					$	0.68				May 25, 2011
Erik H. Martin					250,000				19.2%				$	0.44					$	0.44				September 6, 2011

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

38

Option Exercises in 2006

The following table sets forth details with respect to the number of stock options exercised by each of the Named Executive Officers during the fiscal year ended December 31, 2006, and details with respect to the number of options held at the end of such period by such individuals.

Name

Securities Acquired on Exercise (#)

Aggregate Value realized ($)

Unexercised Options at Year End Exercisable/Unexercisable

Value of Unexercised in-the-Money Options at Year End Exercisable/Unexercisable(1)

Kabir Ahmed

NIL

NIL

NIL/NIL

NIL/NIL

Marek Kreczmer

NIL

NIL

2,150,000/NIL

$211,000/NIL

Erik H. Martin

Nil

NIL

NIL/250,000

NIL/$100,000

Errol Farr

NIL

NIL

NIL/NIL

NIL/NIL

(1) The value is calculated as the difference between the market value ($0.84) of the securities underlying the options at financial year end and the exercise price of the stock options.

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.

C.    Board Practices.

The directors of the Company at June 27, 2007 were as follows:

Name			Position						date appointed director
Marek Kreczmer					Director				October 14, 2005
Simon J. Lawrence					Director				May 25, 2006
Anton Esterhuizen					Director				May 25, 2006
John P. Lynch					Director				May 26, 2007

Composition of the Audit Committee

The Company’s audit committee is comprised of the entire board of directors. Each of the directors are considered to be ‘‘independent’’ other than Mr. Marek Kreczmer, the Company’s president and chief executive officer.

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 members 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. The Compensation Committee is composed of Marek Kreczmer, Simon Lawrence and Anton Esterhuizen.

D.    Employees.

The Company has two consultants acting in a management capacity:    Marek Kreczmer, its Chief Executive Officer and President, and Erik H. Martin, its Chief Financial Officer. Mr. Martin will be leaving his position as Chief Financial Officer effective July 31, 2007.

39

E.    Share Ownership.

The following table sets forth the shareholdings of the Company’s directors and senior management at June 25, 2007.

Name			Position			Number of Shares Owned						Percentage of Outstanding Shares*
Marek Kreczmer			CEO, President, Director					120,000						0.11	%
Anton Esterhuizen			Director					0						0
Simon Lawrence			Director					0						0	%
Joseph D. Horne			Director					0						0	%
John P. Lynch			Director					370,000						0.35	%
Erik H. Martin			Chief Financial Officer					20,000						>0.02	%
Officers & Directors, as a group								320,000	**					0.48	%

* At June 25, 2007 the Company had 105,768,842 Shares outstanding.

** 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.

Stock Options Held by Officers and Directors

Name

Number of Shares

Exercise Price

Grant Date

Expiration Date

Kabir Ahmed

400,000

0.2875

March 26, 2004

Expired October 5, 2006 – 90 days from resignation

Marek Kreczmer

1,720,000

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 (former)

200,000

0.68

May 25, 2006

November 27,  2006 – 90 days from resignation

John P. Lynch

100,000

0.72

June 4, 2007

June 4, 2012

Erik Martin

250,000

0.44

September 6, 2006

October 27, 2007 – 90 days from resignation

100,000

.77

April 30, 2007

October 27, 2007 – 90 days from resignation

40

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			1/2 of Shares Remaining in Escrow
36 Months After Listing Date			any Shares Remaining in Escrow

At June 22, 2007 all of Mr. Ahmed’s Shares have been released from escrow.

Item 7.    Major Shareholders and Related Party Transactions.

A.    Major Shareholders.

At June 22, 2007 Management is unaware of any person beneficially owning 5% or more of the Company’s outstanding Shares.

At June 22, 2007, the Company had 24 U.S. shareholders of record, holding 18,790,848 Shares, which represented 17.8% 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.

No executive officer, director, or 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.

There have been no significant changes since the Company’s unaudited financial statements at March 31, 2007.

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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’’).

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
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
January – March 2006					0.63						1.35
April – June 2006					0.40						1.20
July – September 2006					0.27						0.66
October – December 2006					0.30						0.85

* 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 2007					0.66						0.89
February 2007					0.56						0.77
March 2007					0.58						0.73
April 2007					0.70						0.91
May 2007					0.67						0.91
June 2007					0.72	**					1.33	**

* post-split pricing

** As of June 22, 2007.

The closing price of the Shares on the TSX Venture Exchange on June 22, 2007 was $1.15.

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Table of Contents

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
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
January – March 2006					0.41						0.90
April – June 2006					0.27						0.88
July – September 2006					0.17						0.43
October – December 2006					0.20						0.53

Berlin Stock Exchange (Euros)

Month and Year			Low						High
January 2007					0.41						0.52
February 2007					0.35						0.48
March 2007					0.37						0.47
April 2007					0.43						0.54
May 2007					0.444						0.55
June 2007					0.471	*					0.90	*

* As of June 22, 2007.

FRANKFURT STOCK EXCHANGE (Euros)

Month and Year			Low						High
January – March 2005					0.43						0.66
April – June 2005					0.37						0.74
July 2005 – September 2005					0.27						0.71
October – December 2005					0.35						0.63
January – March 2006					0.43						0.94
April – June 2006					0.29						0.88
July – September 2006					0.193						0.46
October – December 2006					.207						.53

FRANKFURT STOCK EXCHANGE (Euros)

Month and Year			Low						High
January 2007					0.42						0.56
February 2007					0.36						0.49
March 2007					0.38						0.45
April 2007					0.43						0.558
May 2007					0.45						0.595
June 2007					0.49	*					0.917	*

* As of June 22, 2007.

At June 28, 2007, 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 $1.3449 in U.S. dollars. (Source: The Wall Street Journal)

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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
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
January – March 2006					0.55						1.20
April – June 2006					0.35						1.03
July – September 2006					0.23						0.62
October – December 2006					0.25						0.73

otc bulletin Board (US $)

Month and Year			Low						High
January 2007					0.55						0.725
February 2007					0.465						0.64
March 2007					0.48						0.62
April 2007					0.60						0.77
May 2007					0.61						0.82
June 2007			0.65*						1.23*

* As of June 22, 2007.

The closing prices of the Shares on the Berlin Stock Exchange and Frankfurt Stock Exchange on June 22, 2007 were 0.789 Euros and $0.781 Euros, respectively. The closing price of the Shares on the OTC Bulletin Board on June 22, 2007 was US$1.07.

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.

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Table of Contents

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.

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, wind ing-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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Table of Contents

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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Table of Contents

C.    Material Contracts

	1.	Consulting Agreement with Primoris Group Inc. (‘‘Primoris Group’’), dated March 29, 2007. Under the terms of this agreement, Primoris Group is to provide investor relations services to the Company for one year. Primoris Group is receiving $8,500 per month and has been granted stock options to acquire 200,000 Shares at an exercise price of $0.81 per Share, with an expiration date of April 17, 2012.

	2.	Option Agreement dated December 22, 2006 with Yamana Gold Inc.with Yamana, 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.

	3.	Option Agreement dated January 24, 2007 with Azimut Exploration Inc. regarding the Daniel Lake Property, Quebec, Canada. Reference is made to ‘‘Item 4. Information on the Company. D. Property, Plants and Equipment.’’ for a description of the agreement.

	4.	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.

	5.	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.

	6.	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.

	7.	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.

	8.	Consulting Agreement dated September 1, 2006 between Northwestern Mineral Ventures Inc. and Erik Martin. Reference is made to ‘‘Item 6. Directors, Senior Management and Employees’’ for a description of the material terms of this agreement.

	9.	Consulting Agreement dated October 14, 2006 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,

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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 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

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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.

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 purp oses 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

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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 annual report 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.

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures designed to ensure that information required to be disclosed in the Company’s reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.

Pursuant to the requirements of the Sarbanes-Oxley Act of 2002, as amended, and Canada Multilateral Instrument 52-109, an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures and internal control over financial reporting was conducted as of December 31, 2006 under the supervision of management, including the CEO and the CFO. Based on that evaluation, the CEO and CFO have concluded that the Company’s disclosure controls and procedures were operating effectively.

Changes in Internal Controls over Financial Reporting

The Company is unaware of any changes in our internal controls over financial reporting during our fiscal year ended December 31, 2006 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

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Item 16A.    Audit Committee Financial Expert.

The Company’s audit committee is comprised of the entire board of directors. Each of the directors are considered to be ‘‘independent’’ other than Mr. Marek Kreczmer, the Company’s president and chief executive officer. Each member of the board of directors is considered, under Canadian guidelines, to be ‘‘financially literate,’’which includes the ability to read and understand a set of financial statements that present a breadth and complexity of the Company’s accounting issues.

Although 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 Certified Management Accountant, serves as Secretary and active financial advisor to the Audit Committee.

Item 16B.    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 16C.    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, 2006 and 2005 for audit and non-audit related services:

Type of Work			Year Ended Dec. 31, 2006						Year Ended Dec. 31, 2005
Audit fees*				$	30,432					$	18,000
Audit-related fees**				$	0					$	0
Tax advisory fees				$	3,000					$	1,000
All other fees				$	0					$	0
Total				$	33,432					$	19,000

* 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.

*** Aggregate fees billed for tax compliance, advice, planning and assistance with tax for specific transactions.

Item. 16D.    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, 2006 and 2005, and Consolidated Statements of Operations and Deficit, Shareholders Equity, and Cash Flows, for each of

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the years in the three-year period ended December 31, 2006, the period from inception (September 26, 2003) to December 31, 2003, and the cumulative period from inception to December 31, 2006. These statements were prepared in accordance with Canadian generally accepted accounting principles, which differ in certain respects from United States generally accepted accounting principles. See Note 13 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, 2007, Consolidated Statements of Operations and Deficit for the three months ended March 31, 2007, Statements of Cash Flows for the three months ended March 31, 2007, and Statements of Shareholders’ Equity from Commencement of Operations, September 26, 2003 to March 31, 2007.

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 Reference is made to Annual Report on Form 20-F, for the year ended December 31, 2005, submitted to the Securities and Exchange on June 30, 2006, for exhibits 3.E-3.K and exhibits 4.A-4.E).

	1.	Certificate and Articles of Incorporation.

	2.	By-Laws.

	3.	List of Agreements.

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

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

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

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

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

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

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

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

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

	J.	Consulting Agreement dated October 14, 2006 between Northwestern Mineral Ventures Inc. and Marek Kreczmer.

	K.	Option Agreement dated January 24, 2007 between Northwestern Mineral Ventures Inc. and Azimut Exploration Inc.

	L.	Consulting Agreement dated September 1, 2006 between Northwestern Mineral Ventures Inc. and Erik Martin.

	M.	Option Agreement dated December 22, 2006 among Minera Tango, S.A. de C.V., Northwestern Mineral Ventures Inc., and Yamana Gold Inc.

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	N.	Consulting Agreement dated March 29, 2007 with Primoris Group Inc.

	O.	2007 Stock Option Plan.

	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

	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 on its behalf.

NORTHWESTERN MINERAL VENTURES INC.

By:   /s/ Marek Kreczmer            

By:   Marek Kreczmer

Title: President and Chief Executive Officer

Date: July 12, 2007

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EX-3.J

NORTHWESTERN MINERAL VENTURES INC.

36 Toronto Street. Suite 1000, Toronto, Ontario, M5C 2C5, CANADA

Tel: (416) 365-6580 Fax: (416) 367-6891

October 15, 2006

CONSULTING AGREEMENT

Mr. Marek Kreczmer

Suite 3320-666 Burrard Street

Vancouver, British Columbia

V6C AIM

Dear Marek:

We make reference to the offer of employment dated October 13, 2005 (the “Offer”), which was executed by you and Northwestern Mineral Ventures Inc. (the “Company”), and to the consulting agreement dated October 14, 2005 (the “Prior Agreement”) which was executed by you and the Company giving effect to the terms of the Offer. This consulting agreement (the “Agreement”) amends and supersedes the Offer and Prior Agreement. 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 and CEO 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 customarily performed by Chief Executive Officer.

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 your 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, not 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 of 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 two hundred thousand dollars (Cdn $200.000) plus Goods and Services Tax (“GST”), payable monthly, in arrears, upon receipt of a monthly invoice, in the amount of $16,666.66. plus GST. This salary shall be reviewable on an annul 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. You will also be eligible to participate in the stock option plan of the Company and to be granted such stock options thereunder upon such terms as may be determined by the board of directors of the Company or any committee thereof, from time to time.

8. The board of directors of the Company shall also nominate you for election to the Company’s board of directors at each annual meeting of shareholders during the currency of this Agreement.

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9. 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.

10. 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.

In the event that this Agreement is terminated in connection with a Change of Control (as defined below), then the following provisions shall apply:

(i) you shall be entitled to an amount equivalent to 24 months’ base salary in the event that the Company has a property interest in respect of which a Bankable Feasibility Study (as defined below) has been generated at the time of the Change of Control, which payment shall be made in one lump sum payment within 30 days of the effective date of the Change of Control; or

(ii) you shall be entitled to an amount equivalent to 12 months’ base salary in the event that the Company does not at the time of the Change of Control have a property interest in respect of which a Bankable Feasibility Study has been generated, which payment shall be made in one lump sum payment within 30 days of the effective date of the Change of Control.

For the purpose of the foregoing, the following terms shall have the following definitions:

“Change of Control” shall be defined as (i) a situation in which any person, entity or group of persons or entities acting jointly or in concert (an “Acquirer”) acquires control (including, without limitation, the right to direct the voting) of common shares of the Company (the “Additional Shares”) which, when added to the common shares of the Company owned of record or beneficially by the Acquirer immediately prior to its acquisition of the Additional Shares, would entitle the Acquirer and or its associates and/or affiliates to cast or direct the casting of 20% or more of the votes attached to all of the outstanding voting shares of the Company; or (ii) an ownership change event or a series of ownership change events occurs wherein the shareholders of the Company immediately before the transaction do not retain immediately after the transaction, in substantially the same proportions, direct or indirect beneficial ownership of more than 80% of the total combined voting power of the outstanding voting shares of the Company. Notwithstanding the foregoing, a Change of Control shall not include any of the foregoing events if any such event shall occur as a result of a private placement or public offering of securities of the Company which has been approved by the board of directors of the Company; and

“Bankable Feasibility Study” shall be defined as a study prepared by a recognized firm of mining engineering consultants which contains a detailed examination of the feasibility of bringing a deposit of minerals on a given property into commercial

-3-

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).

11. You may terminate this Agreement by providing the Company with 60 days written notice.

12. 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 bee 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 12, 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 12, 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 12 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.

13. This Agreement amends and supersedes the Prior Agreement.

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We look forward to a mutually rewarding relationship.

Yours truly,
NORTHWESTERN MINERAL VENTURES INC.
Per:
	Name:
	Title:

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One to be checked by you at the time of signing:

o I have obtained independent legal advice regarding the terms and conditions of this Agreement.

o 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:	October 15, 2006
SIGNATURE:
	Marek Kreczmer
WITNESS:

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EX-3.K

DANIEL LAKE PROPERTY

PROPERTY OPTION AGREEMENT

Dated, for reference, January 24, 2007

Between:

AZIMUT EXPLORATION INC.

and

NORTHWESTERN MINERAL VENTURES INC.

INDEX

1.	DEFINITIONS		2
2.	GRANT OF OPTION		4
3.	TECHNICAL COMMITTEE		7
4.	OPTION ONLY		8
5.	EXERCISE OF OPTION – JOINT VENTURE		9
6.	TRANSFER OF TITLE – CLAIM ABANDONMENT		9
7.	RIGHT OF ENTRY		10
8.	REPRESENTATIONS AND WARRANTIES OF AZIMUT		10
9.	REPRESENTATIONS AND WARRANTIES OF NORTHWESTERN		13
10.	COVENANTS OF AZIMUT		13
11.	COVENANTS OF NORTHWESTERN		14
12.	TERMINATION		15
13.	INDEPENDENT ACTIVITIES		17
14.	CONFIDENTIALITY OF INFORMATION		17
15.	DELAYS		18
16.	ASSIGNMENT		18
17.	NOTICES		18
18.	AREA OF COMMON INTEREST		19
19.	RULES OF INTERPRETATION		20
20.	ARBITRATION		20
21.	GENERAL TERMS AND CONDITIONS		22
SCHEDULE “A”:		The Property
SCHEDULE “B”:		Work Expenditures
SCHEDULE “C”:		Bankable Feasibility Study
SCHEDULE “D”:		Joint Venture Agreement

DANIEL LAKE PROPERTY

PROPERTY OPTION AGREEMENT

THIS AGREEMENT is dated for reference as of the 24^th day of January, 2007

BETWEEN:	AZIMUT EXPLORATION INC., a company duly incorporated under the laws of the province of Quebec and having a place of business at Suite 214, 110 rue De La Barre, Longueuil, Québec, J4K 1A3;
	(hereinafter called “AZIMUT”)
	ON THE FIRST PART
AND:	NORTHWESTERN MINERAL VENTURES INC., a company duly constituted under the laws of Ontario and having its head office at 36 Toronto Street, Suite 1000, Toronto, Ontario, M5C 2C5;
	(hereinafter referred to as “NORTHWESTERN”)
	OF THE SECOND PART

WHEREAS AZIMUT is the recorded and beneficial owner of a 100% interest in certain mineral claims comprising the Daniel Lake property in Northern Quebec, to wit:

Block AB and Block C

located on the eastern side of the Ungava Bay region, more particularly described in Schedule “A” attached hereto and made a part hereof (hereinafter called the “Property”);

AND WEREAS AZIMUT wishes to grant and NORTHWESTERN wishes to acquire an undivided interest in and to the Property on the terms and subject to the conditions set out in this Agreement;

NOW THEREFORE THIS AGREEMENT WITNESSSETH that in consideration of the mutual covenants and agreements herein contained and subject to the terms and conditions hereafter set out, the parties hereto agree as follows:

Property Option Agreement
Azimut Exploration Inc & Northwestern Mineral Ventures Inc.

1. DEFINITIONS

“Aboriginal Peoples” shall mean any peoples native to Canada that may claim or have a right or interest in or to the Property that is dependent upon treaty rights, constitutional, or other lawful non-contractual rights or powers.

“Agreement” means this Property Option Agreement, including all schedules, and all instruments supplementing, amending or confirming this Agreement and references to article, “paragraph” and “subparagraph” are to the specified article, paragraph or subparagraph 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, license 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 therefore.

“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 investigating or pursuing any of the foregoing or any proceeding relating to any of the foregoing.

“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.

“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.

“Governmental Authorities” means all applicable federal, provincial or state and municipal agencies, boards, tribunals, ministries and departments, both Canadian and foreign.

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Property Option Agreement
Azimut Exploration Inc & Northwestern Mineral Ventures Inc.

“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, on or before the exercise by the Optionee of the Second Option in accordance with the terms and conditions of this Agreement, on the basis of the material terms set forth in Schedule D hereof.

“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 paragraph 2.3 hereof.

“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 there from 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; and

(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 conducted with respect to the Property, but only to the extent those liens relate to Costs for which payment is not due.

“Work Expenditures” shall have the meaning ascribed thereto in Schedule B.

“Yellow Cake Royalty” shall have the meaning ascribed thereto in Appendix II of the Joint Venture Agreement, appended as Schedule D hereto.

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Property Option Agreement
Azimut Exploration Inc & Northwestern Mineral Ventures Inc.

2. GRANT OF OPTION

2.1 AZIMUT hereby grants to NORTHWESTERN the sole, exclusive and irrevocable right and option (the “First Option”) to acquire a 50% undivided recorded and beneficial interest in and to the Property and all of AZIMUT’s rights, licenses and permits appurtenant thereto or held for the specific use and enjoyment thereof, free and clear of all Encumbrances and Claims, save and except for the Yellow Cake Royalty and the Permitted Encumbrances, exercisable by paying to AZIMUT a total amount of $230,000, by issuing to AZIMUT 200,000 fully paid and non-assessable treasury common shares and by incurring a minimum of $2,600,000 in Work Expenditures (as defined in Schedule “B” attached hereto and made a part hereof) over the next five (5) years (the “First Option Period”), to be paid and incurred by NORTHWESTERN as follows:

a) Issuance of 100,000 common shares (subject to the receipt of TSX Venture Exchange approval, which NORTHWESTERN shall use its commercially reasonable efforts to obtain as promptly as possible) and the payment to Azimut of $50,000 within 15 days of this Agreement;

b) Work Expenditures of $300,000 on or prior to January 24, 2008;

c) The issuance of a further 100,000 common shares on or prior to January 24, 2008;

d) The payment to Azimut of an additional $30,000 on or prior to January 24, 2008;

e) The payment to Azimut of an additional $40,000 on or prior to January 24, 2009;

f) Additional Work Expenditures of $400,000 on or prior to January 24, 2009;

g) The payment to Azimut of an additional $50,000 on or prior to January 24, 2010;

h) Additional Work Expenditures of $500,000 on or prior to January 24, 2010;

i) The payment to Azimut of an additional $60,000 on or prior to January 24, 2011;

j) Additional Work Expenditures of $600,000 on or prior to January 24, 2011; and

k) Additional Work Expenditures of $800,000 on or prior to January 24, 2012.

A minimum of $ 50,000 of Work Expenditures per claim block at Daniel Lake (Block AB and Block C) per annum must be spent to maintain the First Option on each of the claim blocks.

NORTHWESTERN shall have the right to accelerate any of the above payments, Work Expenditures or common share issuances at its sole option, and any Work Expenditures exceeding the minimum in any given year shall be credited to the following year.

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Property Option Agreement
Azimut Exploration Inc & Northwestern Mineral Ventures Inc.

2.2 The issuance of the 100,000 common shares (subject to the receipt of TSX Venture Exchange approval, which NORTHWESTERN shall use its commercially reasonable efforts to obtain as promptly as possible) and the first payment of $50,000 contemplated by subparagraph 2.1(a) and the Work Expenditures of $300,000 contemplated in subparagraph 2.1 (b) constitute a firm commitment by NORTHWESTERN, after which NORTHWESTERN may terminate the First Option on the Property at any time. Notwithstanding the foregoing, each budget voted on a yearly basis by the Technical Committee (as established pursuant to article 3 herein) shall represent a firm commitment by NORTHWESTERN to maintain the First Option in good standing.

2.3 During (i) the First Option Period until NORTHWESTERN exercises the First Option or the First Option expires unexercised, and (ii) in the event the First Option has been exercised by NORTHWESTERN, at all times during the Second Option Period, NORTHWESTERN shall, subject to the provisions of paragraph 12.3 hereof, have the right to be the Operator of all the exploration programs on the Property. As Operator, NORTHWESTERN shall be responsible in its reasonable discretion for carrying out and administering exploration, development and mining work on the Property. As Operator, NORTHWESTERN shall have the sole, exclusive and immediate right to enter upon and work the Property and have quiet and exclusive possession of the Property, subject to the rights of AZIMUT under this Agreement to enter in, upon or under the Property to inspect same. Furthermore, NORTHWESTERN shall be entitled to an administrative fee of 5% on contract work and 10% on internal work in lieu of overhead, management and other unallocatable costs which amount shall be credited against all Work Expenditures to be incurred by NORTHWESTERN hereunder.

2.4 If NORTHWESTERN issues the 200,000 common shares, makes the cash payments of $230,000 and incurs the minimum Work Expenditures of $2,600,000 in accordance with paragraph 2.1, then NORTHWESTERN will be deemed to have duly exercised the First Option, effective as at the date NORTHWESTERN provides notice of completion of the required Work Expenditures in accordance with paragraph 2.5 (the “Operative Date”). On the Operative Date, (i) NORTHWESTERN shall have earned a 50% undivided interest in and to the Property, free and clear of any Claims and Encumbrances, save and except for the Yellow Cake Royalty and the Permitted Encumbrances, and AZIMUT shall take all actions and do all things necessary and desirable to effect the transfer of 50% of its legal and beneficial right, title and interest in and to the Property to NORTHWESTERN, (ii) the parties shall enter into the Joint Venture Agreement; and (iii) AZIMUT will retain a two percent (2%) Yellow Cake Royalty.

2.5 NORTHWESTERN shall deliver to AZIMUT within thirty (30) days after the Operative Date a certificate of a senior officer stating the completion and amount of the required Work Expenditures incurred and an itemized statement of such Work Expenditures;

2.6 AZIMUT hereby also grants to NORTHWESTERN the sole, exclusive and irrevocable right and option (the “Second Option”), exercisable only following the exercise of the First Option, to increase NORTHWESTERN’s undivided interest in and to the Property from 50% to 65%, free and clear of all Encumbrances and Claims save and except for the

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Property Option Agreement
Azimut Exploration Inc & Northwestern Mineral Ventures Inc.

Yellow Cake Royalty, by electing accordingly pursuant to paragraph 2.7 below and by paying an amount of $30,000 a year to AZIMUT for each of the next five (5) years immediately following the Operative Date (the “Second Option Period”), and issuing 100,000 NORTHWESTERN common shares within two (2) months following the Operative Date, subject to paragraph 2.10, and incurring minimum Work Expenditures of $200,000 per year for each year during the Second Option Period, and by delivering to AZIMUT a Bankable Feasibility Study (as defined in Schedule “C” attached hereto and made a part hereof) on or by the expiry of the Second Option Period, subject to paragraph 2.10.

2.7 Within two (2) months following the Operative Date, NORTHWESTERN shall give AZIMUT notice that either:

(a) NORTHWESTERN elects to exercise the Second Option; or

(b) NORTHWESTERN elects not to exercise the Second Option.

Failure to so elect within the required time shall be deemed to be an election not to exercise the Second Option.

2.8 Should NORTHWESTERN elect not to exercise the Second Option contemplated by subparagraph 2.7(b), then the parties’ respective interest in and to the Property shall remain at 50%, but NORTHWESTERN shall nevertheless make a final cash payment to AZIMUT of $100,000 on or by the expiry of the two (2) month period set forth in paragraph 2.7.

2.9 Should NORTHWESTERN elect to exercise the Second Option contemplated by subparagraph 2.7(a) but decides nevertheless to terminate said option after the first year of the Second Option Period, then NORTHWESTERN shall pay to AZIMUT an amount of $30,000 per year for each year of the Second Option Period then remaining.

2.10 The Second Option Period contemplated by paragraph 2.6 for the delivery by NORTHWESTERN of a Bankable Feasibility Study may be extended by NORTHWESTERN for up to three (3) subsequent, annual and consecutive periods of one (1) year each, by paying to AZIMUT a sum of $100,000 per year on the anniversary date of the Operative Date immediately preceding the applicable extension period.

2.11 Should NORTHWESTERN exercise the Second Option contemplated by paragraph 2.6, (as same may be extended by paragraph 2.10), then NORTHWESTERN shall have acquired a 65% undivided interest in and to the Property, free and clear of all Encumbrances and Claims save and except for the Yellow Cake Royalty and the Permitted Encumbrances, and AZIMUT shall take all actions and do all things necessary and desirable to effect the transfer of an additional 15% of its legal and beneficial right, title and interest in and to the Property to NORTHWESTERN, such that NORTHWESTERN shall thereafter hold a 65% legal and beneficial undivided interest in the Property. Thereafter the total deemed contributions of each of the parties pursuant to

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Property Option Agreement
Azimut Exploration Inc & Northwestern Mineral Ventures Inc.

the Joint Venture Agreement shall be adjusted such that the deemed contributions of NORTHWESTERN will be equal to its total incurred Work Expenditures, plus its expenses to produce the Bankable Feasibility Study, and the deemed contributions of AZIMUT will be equal to the figure required to equate to a 35% undivided interest.

2.12 If NORTHWESTERN fails to incur all of the Work Expenditures stipulated in subparagraphs 2.1 (b), (f), (h) (i) (j) or (k) or paragraph 2.6, by the end of the last day by which the same was due to be incurred pursuant to paragraphs 2.1 and 2.6 or as deferred by reason of article 15, NORTHWESTERN may, at any time within 15 days of such day, make a cash payment to AZIMUT in an amount equal to the deficiency in the Work Expenditures. Any cash payment so made shall be deemed to have been Work Expenditures duly and properly incurred in an amount equal to the cash payment.

2.13 NORTHWESTERN shall have the right to record notice of this Agreement for the sole purpose of giving notice of its option rights hereunder. Such notice shall be cancelled and removed by NORTHWESTERN upon termination of this Agreement.

3. TECHNICAL COMMITTEE

3.1 While this agreement is in force and until the First Option has been exercised by NORTHWESTERN, a technical committee (the “Technical Committee”) shall be established. Except as herein otherwise provided, the Technical Committee shall have the responsibility of approving the proposed Work Expenditures.

3.2 The Technical Committee shall consist of two (2) representatives, and each party shall forthwith appoint one (1) representative to the Technical Committee.

3.3 The Operator shall convene a meeting of the Technical Committee at least once every twelve (12) months and, in any event, within fourteen (14) days of being requested to do so by any representative.

3.4 The Operator shall give notice, specifying the time and place and the agenda for each meeting of the Technical Committee, to all representatives at least seven (7) days prior to the time appointed for the meeting. An exploration program proposal, which includes a budget, shall be submitted by the Operator at least 7 business days before the date of the Technical Committee meeting.

3.5 Notice of a meeting of the Technical Committee shall not be required if representatives of all the parties are present and unanimously agree upon the agenda.

3.6 A quorum for any Technical Committee meeting shall be present if each party’s representative is present. If a quorum is present at the meeting, the Technical Committee shall be competent to exercise all of the authorities, powers and discretions bestowed upon it hereunder. The Technical Committee shall not transact any business at a meeting unless a quorum is present at the commencement of the meeting.

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Property Option Agreement
Azimut Exploration Inc & Northwestern Mineral Ventures Inc.

3.7 The Technical Committee shall decide every question submitted to it by a vote with each representative being entitled to cast one (1) vote. In the case of an equality of votes on any matter which cannot be resolved by agreement of the parties, the Operator shall have a second and casting vote.

3.8 The representative of the Operator shall be chairman and secretary of each Technical Committee meeting.

3.9 The secretary of the Technical Committee meeting shall take minutes of that each meeting and circulate copies thereof to each representative.

3.10 The Technical Committee may make decisions by obtaining the consent in writing of the representatives of each party. Any decision so made shall be as valid as a decision made at a duly called and held meeting of the Technical Committee.

3.11 Decisions of the Technical Committee made in accordance with this Agreement shall be binding upon all parties.

3.12 Each party shall bear the expenses incurred by its representatives in attending meetings of the Technical Committee.

3.13 The Technical Committee may, by agreement of the representatives of all the parties, establish such other rules of procedure, not inconsistent with this Agreement, as the Technical Committee deems fit.

4. OPTION ONLY

4.1 This Agreement represents an option only, and after NORTHWESTERN has issued to AZIMUT the 100,000 common shares (subject to the receipt of TSX Venture Exchange approval, which NORTHWESTERN shall use its commercially reasonable efforts to obtain as promptly as possible), has paid to AZIMUT $50,000 cash and has incurred $300,000 in Work Expenditures in the manner provided for in paragraph 2.2 hereof, NORTHWESTERN shall be under no further obligation to AZIMUT except as otherwise set forth herein. No act done or payment made by NORTHWESTERN hereunder shall obligate NORTHWESTERN to do any further act or make any further payment and, except as provided herein to the contrary, in no event shall this Agreement or any act done or any payment made be construed as an obligation of NORTHWESTERN to do or perform any work or make any payments on or with respect to the Property. Notwithstanding any other provision hereof, the parties acknowledge and agree that this Agreement remains conditional upon the receipt by NORTHWESTERN of the requisite approval of the TSX Venture Exchange regarding same, which NORTHWESTERN hereby undertakes to use its commercially reasonable efforts to obtain as promptly as possible following the execution hereof. In the event that the aforementioned approval of the TSX Venture Exchange is not obtained by NORTHWESTERN within fifteen (15) days following the execution hereof, the parties acknowledge and agree that neither party shall have any further rights or obligations hereunder.

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Property Option Agreement
Azimut Exploration Inc & Northwestern Mineral Ventures Inc.

5. EXERCISE OF OPTION – JOINT VENTURE

5.1 NORTHWESTERN shall have exercised the First Option and shall have acquired a 50% undivided interest in and to the Property by issuing to AZIMUT 200,000 common shares, by paying to AZIMUT $230,000 in cash and by incurring a minimum of $2,600,000 in Work Expenditures in accordance with paragraph 2.1 hereof. However, NORTHWESTERN shall acquire no additional interest in and to the Property by electing to exercise, and subsequently failing to exercise, the Second Option, and in such event, shall receive no credit for incurring Work Expenditures in excess of $2,600,000.

5.2 NORTHWESTERN shall have exercised the Second Option and shall have acquired a 65% undivided interest in and to the Property by having exercised the First Option and by paying to AZIMUT an amount of $30,000 per year during each year of the Second Option Period, by issuing 100,000 NORTHWESTERN common shares within two (2) months following the Operative Date, by incurring minimum Work Expenditures of $200,000 per year during each year of the Second Option Period and by delivering the Bankable Feasibility Study contemplated by paragraph 2.6, and if required, by making the additional payments contemplated by paragraph 2.10.

5.3 If the First Option is exercised and NORTHWESTERN elects not to exercise the Second Option, or if both the First and Second Options are exercised, all further work on and with respect to the Property, and the subsequent relationship between AZIMUT and NORTHWESTERN in relation to the Property, shall be governed by the Joint Venture Agreement.

6. TRANSFER OF TITLE – CLAIM ABANDONMENT

6.1 Upon the exercise of the First Option, AZIMUT shall deliver to NORTHWESTERN recordable transfers or other applicable conveyancing documentation sufficient to effect the transfer of a 50% undivided interest in and to the Property to NORTHWESTERN and NORTHWESTERN may record notice of its interest on title.

6.2 Upon the exercise of the Second Option, AZIMUT shall deliver to NORTHWESTERN recordable transfers or other applicable conveyancing documentation sufficient to effect the transfer of an additional 15% undivided interest in and to the Property to NORTHWESTERN and NORTHWESTERN may record notice of its interest on title.

6.3 At any time during the currency of this Agreement, NORTHWESTERN may elect to abandon any portion or portions of the Property by giving notice of such election to AZIMUT not less than ninety (90) days prior to the proposed date of abandonment. The notice shall identify the specific claims proposed to be abandoned, and their respective expiry dates.

6.4 Upon the written request of AZIMUT, received by NORTHWESTERN not less than 30 days prior to the proposed date of abandonment, NORTHWESTERN shall deliver to

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Property Option Agreement
Azimut Exploration Inc & Northwestern Mineral Ventures Inc.

AZIMUT recordable conveyances entitling AZIMUT to be the recorded owner of the claims set out in the notice. Upon the delivery of such conveyances, the subject claims shall cease to be subject to the terms and conditions of this Agreement.

7. RIGHT OF ENTRY

7.1 During the currency of this Agreement prior to the exercise of the First Option and the Second Option, NORTHWESTERN, its servants, agents and workmen and any persons duly authorized by NORTHWESTERN, shall have the right of access to and from and, subject to subparagraph 11.1(f) hereof, the exclusive right to enter upon and take possession of and prospect, explore and develop the Property and incur Work Expenditures in accordance with approved work programs in such manner and at such times as NORTHWESTERN in its sole discretion may deem advisable and, subject to subparagraph 11.1 (f) hereof, to have quiet and exclusive possession of the Property during the currency of this Agreement with full power and authority to take and install thereon all such buildings, plant, machinery, equipment, tools, appliances or supplies as NORTHWESTERN shall deem necessary and proper and the right to remove quantities of rocks, ore and/or minerals and transport same for the purpose of sampling, testing and assaying.

8. REPRESENTATIONS AND WARRANTIES OF AZIMUT

8.1 AZIMUT hereby represents and warrants to NORTHWESTERN that:

a) it is the sole recorded and beneficial owner of a 100% interest in and to the Property free and clear of all Encumbrances, Claims and defects in title other than the Permitted Encumbrances;

b) the mineral claims comprising the Property have been validly located and are now duly recorded and in good standing in accordance with the laws of the jurisdiction in which the mineral claims are situated and the Property is in good standing pursuant to all applicable laws;

c) it has full corporate power and authority to enter into this Agreement;

d) it is a company validly existing and in good standing under the laws of the province of Quebec and is up to date with respect to its filings with the applicable governmental corporate agency and has all necessary corporate capacity to own its property and assets and to conduct its business as presently conducted;

e) the entering into this Agreement and compliance with the terms hereof does not conflict with any applicable laws or with its charter documents nor does it conflict with, or result in a breach of or accelerate the performance required by any contract or other commitment to which it is party or by which it is bound or result in the creation of any Encumbrance on the Property;

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Property Option Agreement
Azimut Exploration Inc & Northwestern Mineral Ventures Inc.

f) it has the exclusive right and all necessary power, authority and capacity to enter into this Agreement and all necessary authority to assign to NORTHWESTERN up to a 65% right, title and interest in and to the Property, in accordance with the terms and conditions of this Agreement, free and clear of all Claims and Encumbrances, save and except for the Yellow Cake Royalty and the Permitted Encumbrances, and the consummation of the transactions contemplated hereby have been authorized by all necessary corporate action on its part;

g) it has the exclusive right to receive 100% of the proceeds from the sale of minerals, metals, ores or concentrates removed from the Property and no other person, firm or corporation is entitled to any royalty, net profits interest or other payment in the nature of rent or royalty on such materials removed from the Property or is entitled to take such material in kind;

h) the Property is free and clear of all Claims and Encumbrances as is its interest inherent in the Property and Azimut has not made, committed or executed any act, deed, matter or thing whereby its interest in the Property may be encumbered in title or otherwise;

i) the Property is not subject to any actual, pending or to the best of its knowledge, threatened Claim or challenge, nor to the best of its information, knowledge and belief is there any basis therefore, and there is not presently outstanding against AZIMUT any judgment, decree, injunction, rule or order of any court, Governmental Authority or arbitrator which would have a material effect upon the Property; reclamation and rehabilitation of those parts of the Property which have been previously worked by AZIMUT have been properly completed in compliance with all applicable laws and AZIMUT hereby covenants and agrees to save NORTHWESTERN harmless from and against any loss, liability, Claim, demand, damage, expense, injury or death arising out of or in connection with the operations or activities which were carried out the Property by AZIMUT prior to the date of this Agreement;

j) to the best of its knowledge and belief after having made reasonable enquiry, reclamation and rehabilitation of those parts of the Property which have been previously worked by persons other than AZIMUT have been properly completed in compliance with all applicable laws by such other persons;

k) the description of the Property set forth herein is true and correct;

l) it has obtained all required approvals and authorizations to grant the First Option and Second Option to NORTHWESTERN, and to transfer up to a 65% undivided interest in the Property to NORTHWESTERN in accordance with the terms hereof; no consents, approvals or authorizations of any third party are required in connection therewith; and AZIMUT has sole and complete power and authority to deal with the Property in the manner contemplated in this Agreement;

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Property Option Agreement
Azimut Exploration Inc & Northwestern Mineral Ventures Inc.

m) 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;

n) to the best of AZIMUT’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;

o) to the best of AZIMUT’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;

p) 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;

q) 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 AZIMUT and any other person with respect to the Property other than this Agreement;

r) 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

s) 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 NORTHWESTERN at any time shall have the effect of waiving, diminishing the scope of or otherwise affecting any representation or warranty made by AZIMUT in or pursuant to this Agreement. No waiver by NORTHWESTERN of any condition or other provision, in whole or in part, shall constitute a waiver of any other condition or provision.

8.2 The representations and warranties hereinbefore set out are conditions upon which NORTHWESTERN has relied on entering into this Agreement, shall be true and correct at all times while the First Option or Second Option remains outstanding and shall survive the exercise of the First and Second Option, and AZIMUT hereby indemnifies and saves NORTHWESTERN harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach or any representation or warranty made by it and contained in this Agreement. For greater certainty and without limiting the

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Property Option Agreement
Azimut Exploration Inc & Northwestern Mineral Ventures Inc.

generality of the foregoing, the parties agree that NORTHWESTERN shall not be responsible for any environmental or other liabilities attributed to the Property prior to the date of this Agreement.

9. REPRESENTATIONS AND WARRANTIES OF NORTHWESTERN

9.1 NORTHWESTERN represents and warrants to AZIMUT that:

a) it is a company validly existing and in good standing under the laws of Ontario and is up to date with respect to its filings with the applicable governmental corporate agency;

b) it has full corporate power and authority to enter into this Agreement;

c) the entering into of this Agreement does not conflict with any applicable laws or with its charter documents nor does it conflict with, or result in a breach of, or accelerate the performance required by any contract or other commitment to which it is party or by which it is bound; and

d) it is eligible to acquire and hold mineral claims in the jurisdiction in which the property is situated;

9.2 The representations and warranties hereinbefore set out are conditions upon which AZIMUT has relied on entering into this Agreement and shall survive the exercise of the First Option and the Second Option, and NORTHWESTERN hereby indemnifies and saves AZIMUT harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation or warranty made by it and contained in this Agreement.

10. COVENANTS OF AZIMUT

10.1 AZIMUT hereby covenants with and to NORTHWESTERN that:

(a) subject to paragraph 10.2, it will, within ten (10) days of the execution and delivery of this Agreement, provide NORTHWESTERN with all of the data and information in its possession or under its control relating to the mineral potential of the Property and to AZIMUT’s exploration activities on the Property, including but not limited to all reports, maps and surveys, but excluding any data or results related to the proprietary targeting methodology used by Azimut;

(b) until such time as the First Option and Second Option are exercised or otherwise terminate, it will not deal, or attempt to deal with its right, title and interest in and to the Property in any way that would or might affect the right of NORTHWESTERN to become absolutely vested in a 65% interest in and to the Property, free and clear of Claims and Encumbrances, except for the Yellow Cake Royalty and the Permitted Encumbrances;

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Property Option Agreement
Azimut Exploration Inc & Northwestern Mineral Ventures Inc.

(c) during the term of this Agreement, AZIMUT 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 NORTHWESTERN; and (ii) the Property remains free and clear of all Encumbrances whatsoever save and except for the Yellow Cake Royalty and the Permitted Encumbrances.

10.2 Notwithstanding the covenants contemplated in subparagraph 10.1(a), AZIMUT shall be under no obligation to disclose to or provide NORTHWESTERN with any and all information regarding the proprietary targeting methodology used by AZIMUT.

11. COVENANTS OF NORTHWESTERN

11.1 NORTHWESTERN covenants and agrees with AZIMUT that until the First Option and the Second Option are exercised or otherwise terminated it shall:

(a) subject to the provisions of paragraph 6.3 hereof, carry out and record or cause to be carried out and recorded all such assessment work upon the Property as may be required in order to maintain the Property in good standing at all times (and, for greater certainty, the proceeds of the Work Expenditures incurred pursuant to paragraph 2.1 or 2.6 hereof may be applied towards such payments but in no circumstances shall this subparagraph be construed so as to require any expenditures to be incurred on the Property by NORTHWESTERN in excess of the applicable Work Expenditures set forth in paragraphs 2.1 and 2.6 hereof, as applicable). All Operator’s fees paid pursuant to paragraph 2.3, and all payments necessary to keep the Property in good standing during the First Option Period and Second Option Period will be credited towards the minimum Work Expenditures requirements of NORTHWESTERN as set forth in paragraphs 2.1 and 2.6 above, as applicable;

(b) keep the Property clear of Claims and Encumbrances other than Permitted Encumbrances arising from its operations thereon;

(c) carry on all operations on the Property in compliance with all applicable governmental regulations and restrictions;

(d) pay or cause to be paid any rates, taxes, duties, royalties, assessments or fees levied with respect to the Property or NORTHWESTERN’s operations thereon (which payments will be credited towards minimum Work Expenditure requirements as set forth in paragraphs 2.1 and 2.6 above as applicable);

(e) indemnify and hold AZIMUT harmless from any and all liabilities, costs, damages or charges arising from the failure of NORTHWESTERN to comply with the covenants contained in this paragraph or otherwise arising from its operations on the Property;

-14-

Property Option Agreement
Azimut Exploration Inc & Northwestern Mineral Ventures Inc.

(f) allow AZIMUT or any duly authorized agent or representative of AZIMUT to inspect the Property upon giving NORTHWESTERN forty-eight (48) hours written notice; PROVIDED HOWEVER that it is agreed and understood that AZIMUT or any such agent or representative shall not interfere with NORTHWESTERN’s activities on the Property and shall be at its own risk and that NORTHWESTERN shall not be liable for any loss, damage or injury incurred by AZIMUT or its agent or representative arising from its inspection of the Property, however caused;

(g) allow AZIMUT access at all reasonable times and intervals to all factual maps, reports, assay results and other factual technical data prepared or obtained by NORTHWESTERN in connection with its operations on the Property;

(h) provide AZIMUT with all technical reports, including all pertinent databases in digital form and, on a quarterly basis, summary written reports with respect to its operations on the Property and shall provide AZIMUT with copies of any and all documents filed by NORTHWESTERN to record assessment work on the Property.

12. TERMINATION

12.1 NORTHWESTERN may terminate this Agreement at any time upon giving notice thereof to AZIMUT provided that NORTHWESTERN has issued the common shares, has made the minimum payment and has incurred the minimum Work Expenditures referred to in subparagraphs 2.1(a) and 2.1(b) hereof,

12.2 In addition to termination of this Agreement pursuant to paragraph 12.1, if NORTHWESTERN fails to make any payment or fails to do any thing on or before the last day provided for such payment or performance under this Agreement, subject to the provisions of paragraph 2.12, AZIMUT may terminate this Agreement, but only if:

a) it shall have first given to NORTHWESTERN written notice of the failure containing particulars of the payment which NORTHWESTERN has not made, the common shares which NORTHWESTERN has failed to issue or the act which NORTHWESTERN has not performed; and

b) subject always to the provisions of paragraph 14.1 hereof, NORTHWESTERN has not, within thirty (30) business days following delivery of AZIMUT’s notice, if the default relates to a cash payment or share issuance, or sixty (60) days for all other defaults, given notice to AZIMUT that it has cured such failure.

Should NORTHWESTERN fail to deliver the notice provided for in subparagraph 12.2(b) within the time provided above, this Agreement shall be deemed to have terminated on the day following the last day provided for the payment or performance the failure of which by NORTHWESTERN caused AZIMUT to issue the notice referred to in subparagraph 12.2(a) hereof.

-15-

Property Option Agreement
Azimut Exploration Inc & Northwestern Mineral Ventures Inc.

This Agreement will automatically terminate upon exercise of the Second Option by NORTHWESTERN.

12.3 Upon termination of this Agreement:

(i) in the event that NORTHWESTERN has not exercised its First Option at such time:

(a) NORTHWESTERN shall deliver to AZIMUT, within sixty (60) days of the effective date of termination, copies of all factual maps, reports, assay results and other factual data and documentation relating to its operation on the Property;

(b) NORTHWESTERN shall forfeit any and all interest in the Property and shall cease to be liable to AZIMUT in debt, damages or otherwise save and except for the performance of those of its obligations mandated pursuant to subparagraphs 2.1(a) and 2.1 (b), which were not satisfied on the effective date of termination; and

(c) NORTHWESTERN shall vacate the Property within a reasonable time after such termination, but shall have the right of access to the Property for a period of six (6) months thereafter for the purpose of removing its chattels, machinery, equipment and fixtures therefrom.

(ii) in the event that NORTHWESTERN has exercised its First Option at such time, has elected to proceed with the Second Option and, subsequently, provides to AZIMUT a notice of termination of its Second Option, delivered at least sixty (60) days prior to the effective date of such termination:

(a) NORTHWESTERN shall deliver to AZIMUT, within sixty (60) days of the effective date of termination, copies of all factual maps, reports, assay results and other factual data and documentation relating to its operation on the Property;

(b) NORTHWESTERN shall relinquish all right to act as Operator of the exploration programs on the Property immediately upon the effective date of termination, and AZIMUT shall, thereafter, be the Operator; and

(c) NORTHWESTERN shall vacate the Property within a reasonable time after such termination, but shall, at its own risk and expense, have the right of access to the Property during normal operating hours, upon reasonable written notice to AZIMUT, provided that such access does not interfere with AZIMUT’s exploration work.

-16-

Property Option Agreement
Azimut Exploration Inc & Northwestern Mineral Ventures Inc.

13. INDEPENDENT ACTIVITIES

13.1 Except as expressly provided herein, each party shall have the free and unrestricted right to independently engage in and receive the full benefit of any and all business endeavours of any sort whatsoever, whether or not competitive with the endeavours contemplated herein without consulting the other or inviting or allowing the other to participate therein. No party shall be under any fiduciary or other duty to the other which will prevent it from engaging in or enjoying the benefits of competing endeavours within the general scope of the endeavours contemplated herein. The legal doctrines of “corporate opportunity” sometimes applied to persons engaged in a joint venture or having fiduciary status shall not apply in the case of any party. In particular, without limiting the foregoing, no party shall have an obligation to any other party as to:

(a) any opportunity to acquire, explore and develop any mining property, interest or right presently owned by it or offered to it outside the Property at any time, other than as specifically provided herein; and

(b) the erection of any mining plant, mill, smelter or refinery, whether or not such mining plant, mill smelter or refinery treats ores or concentrates from the Property.

14. CONFIDENTIALITY OF INFORMATION

14.1 Except as otherwise provided in this paragraph, both parties shall treat all data, reports, records and other information relating to this Agreement and the Property as confidential and shall seek the consent of the other party to any disclosure thereof to a third party which consent will not be unreasonably withheld. The text of any news release or any other public statements, other than those required by law or regulatory bodies or stock exchanges or other government authorities, which a party desires to make shall be sent to the other party for its comments prior to publication and shall not include references to the other party unless such party has given its prior consent. The text of any disclosure which a party is required to make by law, by regulatory bodies or stock exchanges shall be sent to the other party prior to filing in order that the other party may have the opportunity to comment thereon; if no comment is received after 24 hours, the disclosure shall be deemed approved. For all public disclosure, whether required to be made or not, any reasonable changes requested by the non-disclosing party shall be incorporated into the disclosure document. Notwithstanding the foregoing, nothing in this paragraph 14.1 shall prohibit any disclosure necessary to comply with any Applicable Laws or the rules of any applicable stock exchange;

14.2 Notwithstanding paragraph 14.1, all required Work Expenditures shall be submitted to the Ministère des Ressources naturelles et de la Faunedu Québec unless the parties mutually agree otherwise.

-17-

Property Option Agreement
Azimut Exploration Inc & Northwestern Mineral Ventures Inc.

15. DELAYS

15.1 If any party should be delayed in or prevented from performing any of the terms, covenants or conditions of this Agreement by reason of a cause beyond the control of such party, whether or not foreseeable, excluding lack of funds, but including fires, floods, earthquakes, subsidence, ground collapse or landslides, interruptions or delays in transportation or power supplies, strikes, lockouts or other labour disruptions, wars, acts of God, government regulation or the inability to secure on reasonable terms any private or public permits or authorizations, including those from securities regulatory bodies, unusually harsh or adverse weather conditions, Claims by Aboriginal Peoples and legal proceedings, then any failure on the part of such party to so perform shall not be deemed to be a breach of this Agreement and the time within which such party is obliged to comply with any such term, covenant or condition of this Agreement shall be extended by the total period of all such delays. In order that the provisions of this article may become operative, such party shall give notice in writing to the other party, forthwith and for each new cause of delay or prevention and shall set out in such notice particulars of the cause thereof, and the day upon which the same arose, and shall take all reasonable steps to remove the cause of such delay or prevention, and shall give like notice forthwith following the date that such cause ceased to subsist.

16. ASSIGNMENT

16.1 Any party may at any time dispose of all or any part of its interest in and to the Property and this Agreement (the “Assignor”) to any third party (the “Assignee”) provided that, as conditions precedent to any such assignment, the Assignor provides written notice to the non-assigning party, the non-assigning party agrees to such assignment in writing, and the Assignee shall have delivered to the non-assigning party its covenant with and to the non-assigning party that:

(a) to the extent of the disposition, the Assignee agrees to be bound by the terms and conditions of this Agreement as if it had been an original party hereto; and

(b) it will subject any further disposition of the interest acquired to the restrictions contained in this paragraph.

No such assignment shall have the effect of relieving a party of its obligations hereunder without the written consent of the other party which consent shall not be unreasonably withheld.

17. NOTICES

17.1 Any notice, election, consent or other writing required or permitted to be given hereunder shall be deemed to be sufficiently given if delivered or if mailed by registered air mail or by fax, addressed as follows:

-18-

Property Option Agreement
Azimut Exploration Inc & Northwestern Mineral Ventures Inc.

In the case of AZIMUT:

Azimut Exploration Inc.

110 rue De La Barre, Suite 214

Longueuil, Québec J4K 1A3

Attention: Jean-Marc Lulin

Fax No.: (450) 646-3045

In the case of NORTHWESTERN:

Northwestern Mineral Ventures Inc.

Suite 1000

36 Toronto Street

Toronto, Ontario M5C 2C5

Attention: Marek Kreczmer

Fax No.: (416) 367-6891

and any such notice given as aforesaid shall be deemed to have been given to the parties hereto if delivered, when delivered, or if mailed, on the third business day following the date of mailing, or if faxed, on the next succeeding business day following the faxing thereof PROVIDED HOWEVER that during the period of any postal interruption in either the country of mailing or the country of delivery, any notice given hereunder by mail shall be deemed to have been given only as of the date of actual delivery of the same. Any party may from time to time by notice in writing change its address for the purpose of this paragraph.

18. AREA OF COMMON INTEREST

18.1 There will be an area of common interest (the “Area of Common Interest”) as outlined on the map annexed to and forming part of Schedule A (which includes a list of the control points);

18.2 If at any time during the currency of this Agreement any party (in this article 18, only, called the “Acquiring Party”) stakes or otherwise acquires, directly or indirectly, any right to or interest in any mining claim, licence, lease, grant, concession, permit, patent or other mineral property interest located wholly or partly within the Area of Common Interest (in this article 18, only, called the “Acquired Interest”), the Acquiring Party shall forthwith give notice to the other party of that staking or acquisition, the total cost thereof and all details in the possession of that party with respect to the details of the acquisition, the nature of the Acquired Interest and the known mineralization;

18.3 The other party may, within 30 days of receipt of the Acquiring Party’s notice, elect, by notice to the Acquiring Party, to require that the Acquired Interest be included in and thereafter form part of the Property for all purposes of this Agreement;

18.4 If the election aforesaid is made, NORTHWESTERN shall pay all of the reasonable costs of such acquisition, and such costs shall constitute Work Expenditures hereunder;

-19-

Property Option Agreement
Azimut Exploration Inc & Northwestern Mineral Ventures Inc.

18.5 Any Acquired Interest so acquired either by NORTHWESTERN or by AZIMUT will be recorded in AZIMUT’s name until the execution of the Joint Venture Agreement by the parties. Where any Acquired Interest is so acquired by NORTHWESTERN and, within the stipulated period of 30 days, AZIMUT elects not to include such Acquired Interest in the Property, AZIMUT shall transfer to and record in NORTHWESTERN’s name the Acquired Interest, at AZIMUT’s sole expense;

18.6 If the other party fails to make the election aforesaid within the stipulated period of 30 days, the Acquired Interest so acquired shall not form part of the Property and the Acquiring Party shall be solely entitled thereto.

19. RULES OF INTERPRETATION

19.1 In this Agreement and the Schedules hereto:

(a) time is of the essence in the performance of the parties’ respective obligations;

(b) 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;

(c) 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 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;

(d) the use of the words, “include” or “including” shall be deemed to mean “include, without limitation”, or “including, without limitation”, if applicable;

(e) 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.

20. ARBITRATION

20.1 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 article 20 shall be a condition precedent to bringing any action with respect to such dispute.

-20-

Property Option Agreement
Azimut Exploration Inc & Northwestern Mineral Ventures Inc.

20.2 Failing resolution satisfactory to either party, either party may request that the dispute be resolved by binding arbitration, conducted in English, in Montreal, Quebec.

20.3 To demand arbitration any party (the “Demanding Party”) shall give written notice to the other party (the “Responding Party”). 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.

20.4 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.

20.5 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.

20.6 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.

20.7 A dispute of the parties shall not constitute a delay pursuant to paragraph 15.1.

20.8 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.

20.9 All papers, notices or process pertaining to an arbitration hereunder may be served on a party as provided in paragraph 17.1.

-21-

Property Option Agreement
Azimut Exploration Inc & Northwestern Mineral Ventures Inc.

20.10 The parties agree to treat as confidential information, in accordance with the provisions of paragraph 14.1, 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 paragraph 20.10, a party may disclose such confidential information in judicial proceedings to enforce, nullify, modify or correct an award or ruling and as permitted under paragraph 14.1.

21. GENERAL TERMS AND CONDITIONS

21.1 The parties hereto hereby covenant and agree that they will execute such further agreements, conveyances and assurances as may be requisite, or which counsel for the parties may deem necessary to effectually carry out the intent of this Agreement;

21.2 This Agreement shall represent the entire understanding between the parties with respect to the subject matter hereof and replaces and supersedes all previous agreements between them with respect to the subject matter hereof. No representations or inducements have been made save as herein set forth. No changes, alterations, or modifications of this Agreement shall be binding upon either party until and unless a memorandum in writing to such effect shall have been signed by both parties hereto;

21.3 The titles to the articles to this Agreement shall not be deemed to form part of this Agreement but shall be regarded as having been used for convenience of reference only;

21.4 The schedules to this Agreement shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein;

21.5 All references to dollar amounts contained in this Agreement are references to Canadian funds;

21.6 This Agreement shall be governed by and interpreted in accordance with the laws in effect in Québec, and is subject to the exclusive jurisdiction of the Courts of Québec;

21.7 This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

-22-

Property Option Agreement
Azimut Exploration Inc & Northwestern Mineral Ventures Inc.

21.8 This Agreement may be executed in counterparts and by facsimile, and all such counterparts together shall constitute one and the same instrument.

IN WITNESS WHEREOF this Agreement has been executed by the parties hereto as of the day and year first above written.

Azimut Exploration Inc.

Jean-Marc Lulin, President and CEO

Northwestern Mineral Ventures Inc.

Marek Kreczmer, President and CEO

-23-

SCHEDULE “A”

TO THAT CERTAIN AGREEMENT BETWEEN AZIMUT EXPLORATION INC. OF THE FIRST PART AND NORTHWESTERN MINERAL VENTURES INC. OF THE SECOND PART MADE AS OF THE 24^TH DAY OF JANUARY, 2007

Propriété	No titre	SNRC	Statut	Sup. (Ha)	Rangee	Colonne	Date inscription	Date désignation	Date expiration
Daniel Lake	2033576	24I05	Actif	45.3	11	26	2006-11-22		2008-11-21
Daniel Lake	2033577	24I05	Actif	45.3	11	27	2006-11-22		2008-11-21
Daniel Lake	2033578	24I05	Actif	45.3	11	29	2006-11-22		2008-11-21
Daniel Lake	2033579	24I05	Actif	45.3	11	30	2006-11-22		2008-11-21
Daniel Lake	2033580	24I05	Actif	45.3	11	31	2006-11-22		2008-11-21
Daniel Lake	2033581	24I05	Actif	45.3	11	32	2006-11-22		2008-11-21
Daniel Lake	2033582	24I05	Actif	45.3	11	33	2006-11-22		2008-11-21
Daniel Lake	2033583	24I05	Actif	45.3	11	34	2006-11-22		2008-11-21
Daniel Lake	2033584	24I05	Actif	45.3	11	35	2006-11-22		2008-11-21
Daniel Lake	2033585	24I05	Actif	45.3	11	37	2006-11-22		2008-11-21
Daniel Lake	2033586	24I05	Actif	45.3	11	38	2006-11-22		2008-11-21
Daniel Lake	2033587	24I05	Actif	45.3	11	39	2006-11-22		2008-11-21
Daniel Lake	2033588	24I05	Actif	45.3	11	28	2006-11-22		2008-11-21
Daniel Lake	2033589	24I05	Actif	45.3	11	36	2006-11-22		2008-11-21
Daniel Lake	2033590	24I05	Actif	45.29	12	26	2006-11-22		2008-11-21
Daniel Lake	2033591	24I05	Actif	45.29	12	27	2006-11-22		2008-11-21
Daniel Lake	2033592	24I05	Actif	45.29	12	28	2006-11-22		2008-11-21
Daniel Lake	2033593	24I05	Actif	45.29	12	29	2006-11-22		2008-11-21
Daniel Lake	2033594	24I05	Actif	45.29	12	30	2006-11-22		2008-11-21
Daniel Lake	2033595	24I05	Actif	45.29	12	32	2006-11-22		2008-11-21
Daniel Lake	2033596	24I05	Actif	45.29	12	33	2006-11-22		2008-11-21
Daniel Lake	2033597	24I05	Actif	45.29	12	34	2006-11-22		2008-11-21
Daniel Lake	2033598	24I05	Actif	45.29	12	35	2006-11-22		2008-11-21
Daniel Lake	2033599	24I05	Actif	45.29	12	36	2006-11-22		2008-11-21
Daniel Lake	2033600	24I05	Actif	45.29	12	38	2006-11-22		2008-11-21
Daniel Lake	2033601	24I05	Actif	45.29	12	39	2006-11-22		2008-11-21
Daniel Lake	2033602	24I05	Actif	45.29	12	31	2006-11-22		2008-11-21
Daniel Lake	2033603	24I05	Actif	45.29	12	37	2006-11-22		2008-11-21
Daniel Lake	2033604	24I05	Actif	45.28	13	26	2006-11-22		2008-11-21
Daniel Lake	2033605	24I05	Actif	45.28	13	27	2006-11-22		2008-11-21
Daniel Lake	2033606	24I05	Actif	45.28	13	28	2006-11-22		2008-11-21
Daniel Lake	2033607	24I05	Actif	45.28	13	29	2006-11-22		2008-11-21
Daniel Lake	2033608	24I05	Actif	45.28	13	30	2006-11-22		2008-11-21
Daniel Lake	2033609	24I05	Actif	45.28	13	31	2006-11-22		2008-11-21
Daniel Lake	2033610	24I05	Actif	45.28	13	32	2006-11-22		2008-11-21
Daniel Lake	2033611	24I05	Actif	45.28	13	33	2006-11-22		2008-11-21
Daniel Lake	2033612	24I05	Actif	45.28	13	34	2006-11-22		2008-11-21
Daniel Lake	2033613	24I05	Actif	45.28	13	35	2006-11-22		2008-11-21
Daniel Lake	2033614	24I05	Actif	45.28	13	36	2006-11-22		2008-11-21
Daniel Lake	2033615	24I05	Actif	45.28	13	37	2006-11-22		2008-11-21
Daniel Lake	2033616	24I05	Actif	45.28	13	38	2006-11-22		2008-11-21
Daniel Lake	2033617	24I05	Actif	45.28	13	39	2006-11-22		2008-11-21
Daniel Lake	2033618	24I05	Actif	45.27	14	26	2006-11-22		2008-11-21
Daniel Lake	2033619	24I05	Actif	45.27	14	27	2006-11-22		2008-11-21

Propriété	No titre	SNRC	Statut	Sup. (Ha)	Rangee	Colonne	Date inscription	Date désignation	Date expiration
Daniel Lake	2033620	24I05	Actif	45.27	14	28	2006-11-22		2008-11-21
Daniel Lake	2033621	24I05	Actif	45.27	14	30	2006-11-22		2008-11-21
Daniel Lake	2033622	24I05	Actif	45.27	14	31	2006-11-22		2008-11-21
Daniel Lake	2033623	24I05	Actif	45.27	14	32	2006-11-22		2008-11-21
Daniel Lake	2033624	24I05	Actif	45.27	14	33	2006-11-22		2008-11-21
Daniel Lake	2033625	24I05	Actif	45.27	14	34	2006-11-22		2008-11-21
Daniel Lake	2033626	24I05	Actif	45.27	14	35	2006-11-22		2008-11-21
Daniel Lake	2033627	24I05	Actif	45.27	14	36	2006-11-22		2008-11-21
Daniel Lake	2033628	24I05	Actif	45.27	14	37	2006-11-22		2008-11-21
Daniel Lake	2033629	24I05	Actif	45.27	14	38	2006-11-22		2008-11-21
Daniel Lake	2033630	24I05	Actif	45.27	14	39	2006-11-22		2008-11-21
Daniel Lake	2033631	24I05	Actif	45.27	14	29	2006-11-22		2008-11-21
Daniel Lake	2033633	24I07	Actif	45.23	16	1	2006-11-22		2008-11-21
Daniel Lake	2033634	24I07	Actif	45.23	16	2	2006-11-22		2008-11-21
Daniel Lake	2033635	24I07	Actif	45.23	16	3	2006-11-22		2008-11-21
Daniel Lake	2033636	24I07	Actif	45.23	16	4	2006-11-22		2008-11-21
Daniel Lake	2033637	24I07	Actif	45.23	16	5	2006-11-22		2008-11-21
Daniel Lake	2033638	24I07	Actif	45.22	17	1	2006-11-22		2008-11-21
Daniel Lake	2033639	24I07	Actif	45.22	17	2	2006-11-22		2008-11-21
Daniel Lake	2033640	24I07	Actif	45.22	17	3	2006-11-22		2008-11-21
Daniel Lake	2033641	24I07	Actif	45.22	17	4	2006-11-22		2008-11-21
Daniel Lake	2033642	24I07	Actif	45.22	17	5	2006-11-22		2008-11-21
Daniel Lake	2033643	24I07	Actif	45.21	18	1	2006-11-22		2008-11-21
Daniel Lake	2033644	24I07	Actif	45.21	18	2	2006-11-22		2008-11-21
Daniel Lake	2033645	24I07	Actif	45.21	18	3	2006-11-22		2008-11-21
Daniel Lake	2033646	24I07	Actif	45.21	18	4	2006-11-22		2008-11-21
Daniel Lake	2033647	24I07	Actif	45.21	18	5	2006-11-22		2008-11-21
Daniel Lake	2033648	24I07	Actif	45.2	19	1	2006-11-22		2008-11-21
Daniel Lake	2033649	24I07	Actif	45.2	19	2	2006-11-22		2008-11-21
Daniel Lake	2033650	24I07	Actif	45.2	19	3	2006-11-22		2008-11-21
Daniel Lake	2033651	24I07	Actif	45.2	19	4	2006-11-22		2008-11-21
Daniel Lake	2033652	24I07	Actif	45.2	19	5	2006-11-22		2008-11-21
Daniel Lake	2033653	24I07	Actif	45.19	20	1	2006-11-22		2008-11-21
Daniel Lake	2033654	24I07	Actif	45.19	20	2	2006-11-22		2008-11-21
Daniel Lake	2033655	24I07	Actif	45.19	20	3	2006-11-22		2008-11-21
Daniel Lake	2033656	24I07	Actif	45.19	20	5	2006-11-22		2008-11-21
Daniel Lake	2033657	24I07	Actif	45.19	20	4	2006-11-22		2008-11-21
Daniel Lake	2033658	24I07	Actif	45.18	21	1	2006-11-22		2008-11-21
Daniel Lake	2033659	24I07	Actif	45.18	21	2	2006-11-22		2008-11-21
Daniel Lake	2033660	24I07	Actif	45.18	21	3	2006-11-22		2008-11-21
Daniel Lake	2033661	24I07	Actif	45.18	21	4	2006-11-22		2008-11-21
Daniel Lake	2033662	24I07	Actif	45.18	21	5	2006-11-22		2008-11-21
Daniel Lake	2033663	24I07	Actif	45.17	22	1	2006-11-22		2008-11-21
Daniel Lake	2033664	24I07	Actif	45.17	22	2	2006-11-22		2008-11-21

-2-

Propriété	No titre	SNRC	Statut	Sup. (Ha)	Rangee	Colonne	Date inscription	Date désignation	Date expiration
Daniel Lake	2033665	24I07	Actif	45.17	22	3	2006-11-22		2008-11-21
Daniel Lake	2033666	24I07	Actif	45.17	22	4	2006-11-22		2008-11-21
Daniel Lake	2033667	24I07	Actif	45.17	22	5	2006-11-22		2008-11-21
Daniel Lake	2033668	24I07	Actif	45.16	23	1	2006-11-22		2008-11-21
Daniel Lake	2033669	24I07	Actif	45.16	23	2	2006-11-22		2008-11-21
Daniel Lake	2033670	24I07	Actif	45.16	23	3	2006-11-22		2008-11-21
Daniel Lake	2033671	24I07	Actif	45.16	23	4	2006-11-22		2008-11-21
Daniel Lake	2033672	24I07	Actif	45.16	23	5	2006-11-22		2008-11-21
Daniel Lake	2033673	24I07	Actif	45.15	24	1	2006-11-22		2008-11-21
Daniel Lake	2033674	24I07	Actif	45.15	24	2	2006-11-22		2008-11-21
Daniel Lake	2033675	24I07	Actif	45.15	24	3	2006-11-22		2008-11-21
Daniel Lake	2033676	24I07	Actif	45.15	24	4	2006-11-22		2008-11-21
Daniel Lake	2033677	24I07	Actif	45.15	24	5	2006-11-22		2008-11-21
Daniel Lake	2033678	24I07	Actif	45.14	25	1	2006-11-22		2008-11-21
Daniel Lake	2033679	24I07	Actif	45.14	25	2	2006-11-22		2008-11-21
Daniel Lake	2033680	24I07	Actif	45.14	25	3	2006-11-22		2008-11-21
Daniel Lake	2033681	24I07	Actif	45.14	25	4	2006-11-22		2008-11-21
Daniel Lake	2033682	24I07	Actif	45.14	25	5	2006-11-22		2008-11-21
Daniel Lake	2033683	24I07	Actif	45.14	25	6	2006-11-22		2008-11-21
Daniel Lake	2033684	24I07	Actif	45.14	25	7	2006-11-22		2008-11-21
Daniel Lake	2033685	24I07	Actif	45.14	25	8	2006-11-22		2008-11-21
Daniel Lake	2033686	24I07	Actif	45.14	25	9	2006-11-22		2008-11-21
Daniel Lake	2033687	24I07	Actif	45.14	25	10	2006-11-22		2008-11-21
Daniel Lake	2033688	24I07	Actif	45.14	25	11	2006-11-22		2008-11-21
Daniel Lake	2033689	24I07	Actif	45.13	26	2	2006-11-22		2008-11-21
Daniel Lake	2033690	24I07	Actif	45.13	26	3	2006-11-22		2008-11-21
Daniel Lake	2033691	24I07	Actif	45.13	26	4	2006-11-22		2008-11-21
Daniel Lake	2033692	24I07	Actif	45.13	26	5	2006-11-22		2008-11-21
Daniel Lake	2033693	24I07	Actif	45.13	26	6	2006-11-22		2008-11-21
Daniel Lake	2033694	24I07	Actif	45.13	26	8	2006-11-22		2008-11-21
Daniel Lake	2033695	24I07	Actif	45.13	26	9	2006-11-22		2008-11-21
Daniel Lake	2033696	24I07	Actif	45.13	26	1	2006-11-22		2008-11-21
Daniel Lake	2033697	24I07	Actif	45.13	26	7	2006-11-22		2008-11-21
Daniel Lake	2033698	24I07	Actif	45.12	27	1	2006-11-22		2008-11-21
Daniel Lake	2033699	24I05	Actif	45.31	10	23	2006-11-22		2008-11-21
Daniel Lake	2033700	24I05	Actif	45.31	10	24	2006-11-22		2008-11-21
Daniel Lake	2033701	24I05	Actif	45.31	10	25	2006-11-22		2008-11-21
Daniel Lake	2033702	24I05	Actif	45.31	10	26	2006-11-22		2008-11-21
Daniel Lake	2033703	24I05	Actif	45.31	10	27	2006-11-22		2008-11-21
Daniel Lake	2033704	24I05	Actif	45.31	10	29	2006-11-22		2008-11-21
Daniel Lake	2033705	24I05	Actif	45.31	10	30	2006-11-22		2008-11-21
Daniel Lake	2033706	24I05	Actif	45.31	10	31	2006-11-22		2008-11-21
Daniel Lake	2033707	24I05	Actif	45.31	10	32	2006-11-22		2008-11-21
Daniel Lake	2033708	24I05	Actif	45.31	10	33	2006-11-22		2008-11-21

-3-

Propriété	No titre	SNRC	Statut	Sup. (Ha)	Rangee	Colonne	Date inscription	Date désignation	Date expiration
Daniel Lake	2033709	24I05	Actif	45.31	10	34	2006-11-22		2008-11-21
Daniel Lake	2033710	24I05	Actif	45.31	10	35	2006-11-22		2008-11-21
Daniel Lake	2033711	24I05	Actif	45.31	10	36	2006-11-22		2008-11-21
Daniel Lake	2033712	24I05	Actif	45.31	10	37	2006-11-22		2008-11-21
Daniel Lake	2033713	24I05	Actif	45.31	10	38	2006-11-22		2008-11-21
Daniel Lake	2033714	24I05	Actif	45.31	10	39	2006-11-22		2008-11-21
Daniel Lake	2033715	24I05	Actif	45.31	10	40	2006-11-22		2008-11-21
Daniel Lake	2033716	24I05	Actif	45.31	10	41	2006-11-22		2008-11-21
Daniel Lake	2033717	24I05	Actif	45.31	10	42	2006-11-22		2008-11-21
Daniel Lake	2033718	24I05	Actif	45.31	10	22	2006-11-22		2008-11-21
Daniel Lake	2033719	24I05	Actif	45.31	10	28	2006-11-22		2008-11-21
Daniel Lake	2033720	24I05	Actif	45.3	11	23	2006-11-22		2008-11-21
Daniel Lake	2033721	24I05	Actif	45.3	11	24	2006-11-22		2008-11-21
Daniel Lake	2033722	24I05	Actif	45.3	11	25	2006-11-22		2008-11-21
Daniel Lake	2033723	24I05	Actif	45.3	11	40	2006-11-22		2008-11-21
Daniel Lake	2033724	24I05	Actif	45.3	11	41	2006-11-22		2008-11-21
Daniel Lake	2033725	24I05	Actif	45.3	11	42	2006-11-22		2008-11-21
Daniel Lake	2033726	24I05	Actif	45.3	11	22	2006-11-22		2008-11-21
Daniel Lake	2033727	24I05	Actif	45.29	12	22	2006-11-22		2008-11-21
Daniel Lake	2033728	24I05	Actif	45.29	12	23	2006-11-22		2008-11-21
Daniel Lake	2033729	24I05	Actif	45.29	12	24	2006-11-22		2008-11-21
Daniel Lake	2033730	24I05	Actif	45.29	12	25	2006-11-22		2008-11-21
Daniel Lake	2033731	24I05	Actif	45.29	12	40	2006-11-22		2008-11-21
Daniel Lake	2033732	24I05	Actif	45.29	12	41	2006-11-22		2008-11-21
Daniel Lake	2033733	24I05	Actif	45.29	12	42	2006-11-22		2008-11-21
Daniel Lake	2033734	24I05	Actif	45.28	13	22	2006-11-22		2008-11-21
Daniel Lake	2033735	24I05	Actif	45.28	13	23	2006-11-22		2008-11-21
Daniel Lake	2033736	24I05	Actif	45.28	13	24	2006-11-22		2008-11-21
Daniel Lake	2033737	24I05	Actif	45.28	13	25	2006-11-22		2008-11-21
Daniel Lake	2033738	24I05	Actif	45.28	13	40	2006-11-22		2008-11-21
Daniel Lake	2033739	24I05	Actif	45.28	13	41	2006-11-22		2008-11-21
Daniel Lake	2033740	24I05	Actif	45.28	13	42	2006-11-22		2008-11-21
Daniel Lake	2033741	24I05	Actif	45.27	14	23	2006-11-22		2008-11-21
Daniel Lake	2033742	24I05	Actif	45.27	14	24	2006-11-22		2008-11-21
Daniel Lake	2033743	24I05	Actif	45.27	14	25	2006-11-22		2008-11-21
Daniel Lake	2033744	24I05	Actif	45.27	14	40	2006-11-22		2008-11-21
Daniel Lake	2033745	24I05	Actif	45.27	14	41	2006-11-22		2008-11-21
Daniel Lake	2033746	24I05	Actif	45.27	14	42	2006-11-22		2008-11-21
Daniel Lake	2033747	24I05	Actif	45.27	14	22	2006-11-22		2008-11-21
Daniel Lake	2033825	24I06	Actif	45.38	3	29	2006-11-22		2008-11-21
Daniel Lake	2033826	24I06	Actif	45.38	3	30	2006-11-22		2008-11-21
Daniel Lake	2033827	24I06	Actif	45.37	4	31	2006-11-22		2008-11-21
Daniel Lake	2033828	24I06	Actif	45.37	4	19	2006-11-22		2008-11-21
Daniel Lake	2033829	24I06	Actif	45.37	4	20	2006-11-22		2008-11-21

-4-

Propriété	No titre	SNRC	Statut	Sup. (Ha)	Rangee	Colonne	Date inscription	Date désignation	Date expiration
Daniel Lake	2033830	24I06	Actif	45.37	4	22	2006-11-22		2008-11-21
Daniel Lake	2033831	24I06	Actif	45.37	4	23	2006-11-22		2008-11-21
Daniel Lake	2033832	24I06	Actif	45.37	4	24	2006-11-22		2008-11-21
Daniel Lake	2033833	24I06	Actif	45.37	4	25	2006-11-22		2008-11-21
Daniel Lake	2033834	24I06	Actif	45.37	4	26	2006-11-22		2008-11-21
Daniel Lake	2033835	24I06	Actif	45.37	4	27	2006-11-22		2008-11-21
Daniel Lake	2033836	24I06	Actif	45.37	4	28	2006-11-22		2008-11-21
Daniel Lake	2033837	24I06	Actif	45.37	4	29	2006-11-22		2008-11-21
Daniel Lake	2033838	24I06	Actif	45.37	4	30	2006-11-22		2008-11-21
Daniel Lake	2033839	24I06	Actif	45.37	4	21	2006-11-22		2008-11-21
Daniel Lake	2033840	24I06	Actif	45.36	4	32	2006-11-22		2008-11-21
Daniel Lake	2033841	24I06	Actif	45.36	4	33	2006-11-22		2008-11-21
Daniel Lake	2033842	24I06	Actif	45.36	4	34	2006-11-22		2008-11-21
Daniel Lake	2033843	24I06	Actif	45.36	4	35	2006-11-22		2008-11-21
Daniel Lake	2033844	24I06	Actif	45.36	4	36	2006-11-22		2008-11-21
Daniel Lake	2033845	24I06	Actif	45.36	4	37	2006-11-22		2008-11-21
Daniel Lake	2033846	24I06	Actif	45.36	5	19	2006-11-22		2008-11-21
Daniel Lake	2033847	24I06	Actif	45.36	5	20	2006-11-22		2008-11-21
Daniel Lake	2033848	24I06	Actif	45.36	5	21	2006-11-22		2008-11-21
Daniel Lake	2033849	24I06	Actif	45.36	5	22	2006-11-22		2008-11-21
Daniel Lake	2033850	24I06	Actif	45.36	5	23	2006-11-22		2008-11-21
Daniel Lake	2033851	24I06	Actif	45.36	5	24	2006-11-22		2008-11-21
Daniel Lake	2033852	24I06	Actif	45.36	5	25	2006-11-22		2008-11-21
Daniel Lake	2033853	24I06	Actif	45.36	5	26	2006-11-22		2008-11-21
Daniel Lake	2033854	24I06	Actif	45.36	5	27	2006-11-22		2008-11-21
Daniel Lake	2033855	24I06	Actif	45.35	5	31	2006-11-22		2008-11-21
Daniel Lake	2033856	24I06	Actif	45.35	5	32	2006-11-22		2008-11-21
Daniel Lake	2033857	24I06	Actif	45.35	5	33	2006-11-22		2008-11-21
Daniel Lake	2033858	24I06	Actif	45.35	5	34	2006-11-22		2008-11-21
Daniel Lake	2033859	24I06	Actif	45.35	5	35	2006-11-22		2008-11-21
Daniel Lake	2033860	24I06	Actif	45.35	5	36	2006-11-22		2008-11-21
Daniel Lake	2033861	24I06	Actif	45.35	5	37	2006-11-22		2008-11-21
Daniel Lake	2033862	24I06	Actif	45.35	5	28	2006-11-22		2008-11-21
Daniel Lake	2033863	24I06	Actif	45.35	5	29	2006-11-22		2008-11-21
Daniel Lake	2033864	24I06	Actif	45.35	5	30	2006-11-22		2008-11-21
Daniel Lake	2033865	24I06	Actif	45.35	6	19	2006-11-22		2008-11-21
Daniel Lake	2033866	24I06	Actif	45.35	6	20	2006-11-22		2008-11-21
Daniel Lake	2033867	24I06	Actif	45.35	6	21	2006-11-22		2008-11-21
Daniel Lake	2033868	24I06	Actif	45.35	6	22	2006-11-22		2008-11-21
Daniel Lake	2033869	24I06	Actif	45.35	6	23	2006-11-22		2008-11-21
Daniel Lake	2033870	24I06	Actif	45.34	6	31	2006-11-22		2008-11-21
Daniel Lake	2033871	24I06	Actif	45.34	6	32	2006-11-22		2008-11-21
Daniel Lake	2033872	24I06	Actif	45.34	6	33	2006-11-22		2008-11-21
Daniel Lake	2033873	24I06	Actif	45.34	6	34	2006-11-22		2008-11-21

-5-

Propriété	No titre	SNRC	Statut	Sup. (Ha)	Rangee	Colonne	Date inscription	Date désignation	Date expiration
Daniel Lake	2033874	24I06	Actif	45.34	6	35	2006-11-22		2008-11-21
Daniel Lake	2033875	24I06	Actif	45.34	6	36	2006-11-22		2008-11-21
Daniel Lake	2033876	24I06	Actif	45.34	6	37	2006-11-22		2008-11-21
Daniel Lake	2033877	24I06	Actif	45.34	6	24	2006-11-22		2008-11-21
Daniel Lake	2033878	24I06	Actif	45.34	6	26	2006-11-22		2008-11-21
Daniel Lake	2033879	24I06	Actif	45.34	6	27	2006-11-22		2008-11-21
Daniel Lake	2033880	24I06	Actif	45.34	6	28	2006-11-22		2008-11-21
Daniel Lake	2033881	24I06	Actif	45.34	6	29	2006-11-22		2008-11-21
Daniel Lake	2033882	24I06	Actif	45.34	6	30	2006-11-22		2008-11-21
Daniel Lake	2033883	24I06	Actif	45.34	6	25	2006-11-22		2008-11-21
Daniel Lake	2033884	24I06	Actif	45.31	9	13	2006-11-22		2008-11-21
Daniel Lake	2033885	24I06	Actif	45.31	9	14	2006-11-22		2008-11-21
Daniel Lake	2033886	24I06	Actif	45.31	9	15	2006-11-22		2008-11-21
Daniel Lake	2033887	24I06	Actif	45.31	9	16	2006-11-22		2008-11-21
Daniel Lake	2033888	24I06	Actif	45.31	9	18	2006-11-22		2008-11-21
Daniel Lake	2033889	24I06	Actif	45.31	9	19	2006-11-22		2008-11-21
Daniel Lake	2033890	24I06	Actif	45.31	9	20	2006-11-22		2008-11-21
Daniel Lake	2033891	24I06	Actif	45.31	9	17	2006-11-22		2008-11-21
Daniel Lake	2033892	24I06	Actif	45.3	10	9	2006-11-22		2008-11-21
Daniel Lake	2033893	24I06	Actif	45.3	10	10	2006-11-22		2008-11-21
Daniel Lake	2033894	24I06	Actif	45.3	10	11	2006-11-22		2008-11-21
Daniel Lake	2033895	24I06	Actif	45.3	10	12	2006-11-22		2008-11-21
Daniel Lake	2033896	24I06	Actif	45.3	10	13	2006-11-22		2008-11-21
Daniel Lake	2033897	24I06	Actif	45.3	10	14	2006-11-22		2008-11-21
Daniel Lake	2033898	24I06	Actif	45.3	10	15	2006-11-22		2008-11-21
Daniel Lake	2033899	24I06	Actif	45.3	10	16	2006-11-22		2008-11-21
Daniel Lake	2033900	24I06	Actif	45.3	10	17	2006-11-22		2008-11-21
Daniel Lake	2033901	24I06	Actif	45.3	10	18	2006-11-22		2008-11-21
Daniel Lake	2033902	24I06	Actif	45.3	10	19	2006-11-22		2008-11-21
Daniel Lake	2033903	24I06	Actif	45.3	10	20	2006-11-22		2008-11-21
Daniel Lake	2033904	24I06	Actif	45.29	11	7	2006-11-22		2008-11-21
Daniel Lake	2033905	24I06	Actif	45.29	11	8	2006-11-22		2008-11-21
Daniel Lake	2033906	24I06	Actif	45.29	11	9	2006-11-22		2008-11-21
Daniel Lake	2033907	24I06	Actif	45.29	11	10	2006-11-22		2008-11-21
Daniel Lake	2033908	24I06	Actif	45.29	11	11	2006-11-22		2008-11-21
Daniel Lake	2033909	24I06	Actif	45.29	11	12	2006-11-22		2008-11-21
Daniel Lake	2033910	24I06	Actif	45.29	11	13	2006-11-22		2008-11-21
Daniel Lake	2033911	24I06	Actif	45.29	11	14	2006-11-22		2008-11-21
Daniel Lake	2033912	24I06	Actif	45.29	11	15	2006-11-22		2008-11-21
Daniel Lake	2033913	24I06	Actif	45.29	11	16	2006-11-22		2008-11-21
Daniel Lake	2033914	24I06	Actif	45.29	11	17	2006-11-22		2008-11-21
Daniel Lake	2033915	24I06	Actif	45.29	11	18	2006-11-22		2008-11-21
Daniel Lake	2033916	24I06	Actif	45.29	11	19	2006-11-22		2008-11-21
Daniel Lake	2033917	24I06	Actif	45.29	11	20	2006-11-22		2008-11-21

-6-

Propriété	No titre	SNRC	Statut	Sup. (Ha)	Rangee	Colonne	Date inscription	Date désignation	Date expiration
Daniel Lake	2033918	24I06	Actif	45.28	12	7	2006-11-22		2008-11-21
Daniel Lake	2033919	24I06	Actif	45.28	12	8	2006-11-22		2008-11-21
Daniel Lake	2033920	24I06	Actif	45.28	12	10	2006-11-22		2008-11-21
Daniel Lake	2033921	24I06	Actif	45.28	12	11	2006-11-22		2008-11-21
Daniel Lake	2033922	24I06	Actif	45.28	12	12	2006-11-22		2008-11-21
Daniel Lake	2033923	24I06	Actif	45.28	12	13	2006-11-22		2008-11-21
Daniel Lake	2033924	24I06	Actif	45.28	12	14	2006-11-22		2008-11-21
Daniel Lake	2033925	24I06	Actif	45.28	12	15	2006-11-22		2008-11-21
Daniel Lake	2033926	24I06	Actif	45.28	12	16	2006-11-22		2008-11-21
Daniel Lake	2033927	24I06	Actif	45.28	12	17	2006-11-22		2008-11-21
Daniel Lake	2033928	24I06	Actif	45.28	12	18	2006-11-22		2008-11-21
Daniel Lake	2033929	24I06	Actif	45.28	12	19	2006-11-22		2008-11-21
Daniel Lake	2033930	24I06	Actif	45.28	12	20	2006-11-22		2008-11-21
Daniel Lake	2033931	24I06	Actif	45.28	12	9	2006-11-22		2008-11-21
Daniel Lake	2033932	24I06	Actif	45.27	13	7	2006-11-22		2008-11-21
Daniel Lake	2033933	24I06	Actif	45.27	13	8	2006-11-22		2008-11-21
Daniel Lake	2033934	24I06	Actif	45.27	13	9	2006-11-22		2008-11-21
Daniel Lake	2033935	24I06	Actif	45.27	13	10	2006-11-22		2008-11-21
Daniel Lake	2033936	24I06	Actif	45.27	13	11	2006-11-22		2008-11-21
Daniel Lake	2033937	24I06	Actif	45.27	13	12	2006-11-22		2008-11-21
Daniel Lake	2033938	24I06	Actif	45.27	13	13	2006-11-22		2008-11-21
Daniel Lake	2033939	24I06	Actif	45.27	13	14	2006-11-22		2008-11-21
Daniel Lake	2033940	24I06	Actif	45.27	13	15	2006-11-22		2008-11-21
Daniel Lake	2033941	24I06	Actif	45.27	13	16	2006-11-22		2008-11-21
Daniel Lake	2033942	24I06	Actif	45.27	13	17	2006-11-22		2008-11-21
Daniel Lake	2033943	24I06	Actif	45.27	13	18	2006-11-22		2008-11-21
Daniel Lake	2033944	24I06	Actif	45.27	13	19	2006-11-22		2008-11-21
Daniel Lake	2033945	24I06	Actif	45.27	13	20	2006-11-22		2008-11-21
Daniel Lake	2033946	24I06	Actif	45.26	14	9	2006-11-22		2008-11-21
Daniel Lake	2033947	24I06	Actif	45.26	14	10	2006-11-22		2008-11-21
Daniel Lake	2033948	24I06	Actif	45.26	14	11	2006-11-22		2008-11-21
Daniel Lake	2033949	24I06	Actif	45.26	14	12	2006-11-22		2008-11-21
Daniel Lake	2033950	24I06	Actif	45.26	14	14	2006-11-22		2008-11-21
Daniel Lake	2033951	24I06	Actif	45.26	14	15	2006-11-22		2008-11-21
Daniel Lake	2033952	24I06	Actif	45.26	14	16	2006-11-22		2008-11-21
Daniel Lake	2033953	24I06	Actif	45.26	14	17	2006-11-22		2008-11-21
Daniel Lake	2033954	24I06	Actif	45.26	14	18	2006-11-22		2008-11-21
Daniel Lake	2033955	24I06	Actif	45.26	14	20	2006-11-22		2008-11-21
Daniel Lake	2033956	24I06	Actif	45.26	14	7	2006-11-22		2008-11-21
Daniel Lake	2033957	24I06	Actif	45.26	14	8	2006-11-22		2008-11-21
Daniel Lake	2033958	24I06	Actif	45.26	14	13	2006-11-22		2008-11-21
Daniel Lake	2033959	24I06	Actif	45.26	14	19	2006-11-22		2008-11-21
Daniel Lake	2033960	24I06	Actif	45.25	15	7	2006-11-22		2008-11-21
Daniel Lake	2033961	24I06	Actif	45.25	15	8	2006-11-22		2008-11-21

-7-

Propriété	No titre	SNRC	Statut	Sup. (Ha)	Rangee	Colonne	Date inscription	Date désignation	Date expiration
Daniel Lake	2033962	24I06	Actif	45.25	15	9	2006-11-22		2008-11-21
Daniel Lake	2033963	24I06	Actif	45.25	15	10	2006-11-22		2008-11-21
Daniel Lake	2033964	24I06	Actif	45.25	15	11	2006-11-22		2008-11-21
Daniel Lake	2033965	24I06	Actif	45.25	15	12	2006-11-22		2008-11-21
Daniel Lake	2033966	24I06	Actif	45.25	15	13	2006-11-22		2008-11-21
Daniel Lake	2033967	24I06	Actif	45.25	15	14	2006-11-22		2008-11-21
Daniel Lake	2033968	24I06	Actif	45.25	15	15	2006-11-22		2008-11-21
Daniel Lake	2033969	24I06	Actif	45.25	15	16	2006-11-22		2008-11-21
Daniel Lake	2033970	24I06	Actif	45.25	15	18	2006-11-22		2008-11-21
Daniel Lake	2033971	24I06	Actif	45.25	15	19	2006-11-22		2008-11-21
Daniel Lake	2033972	24I06	Actif	45.25	15	20	2006-11-22		2008-11-21
Daniel Lake	2033973	24I06	Actif	45.25	15	17	2006-11-22		2008-11-21
Daniel Lake	2033981	24I05	Actif	45.31	10	51	2006-11-22		2008-11-21
Daniel Lake	2033982	24I05	Actif	45.31	10	52	2006-11-22		2008-11-21
Daniel Lake	2033983	24I05	Actif	45.31	10	53	2006-11-22		2008-11-21
Daniel Lake	2033984	24I05	Actif	45.31	10	54	2006-11-22		2008-11-21
Daniel Lake	2033985	24I05	Actif	45.31	10	55	2006-11-22		2008-11-21
Daniel Lake	2033986	24I05	Actif	45.31	10	56	2006-11-22		2008-11-21
Daniel Lake	2033987	24I05	Actif	45.31	10	57	2006-11-22		2008-11-21
Daniel Lake	2033988	24I05	Actif	45.31	10	58	2006-11-22		2008-11-21
Daniel Lake	2033989	24I05	Actif	45.31	10	59	2006-11-22		2008-11-21
Daniel Lake	2033990	24I05	Actif	45.31	10	60	2006-11-22		2008-11-21
Daniel Lake	2033991	24I05	Actif	45.3	11	51	2006-11-22		2008-11-21
Daniel Lake	2033992	24I05	Actif	45.3	11	52	2006-11-22		2008-11-21
Daniel Lake	2033993	24I05	Actif	45.3	11	53	2006-11-22		2008-11-21
Daniel Lake	2033994	24I05	Actif	45.3	11	54	2006-11-22		2008-11-21
Daniel Lake	2033995	24I05	Actif	45.3	11	56	2006-11-22		2008-11-21
Daniel Lake	2033996	24I05	Actif	45.3	11	57	2006-11-22		2008-11-21
Daniel Lake	2033997	24I05	Actif	45.3	11	58	2006-11-22		2008-11-21
Daniel Lake	2033998	24I05	Actif	45.3	11	59	2006-11-22		2008-11-21
Daniel Lake	2033999	24I05	Actif	45.3	11	60	2006-11-22		2008-11-21
Daniel Lake	2034000	24I05	Actif	45.3	11	55	2006-11-22		2008-11-21
Daniel Lake	2034001	24I05	Actif	45.29	12	51	2006-11-22		2008-11-21
Daniel Lake	2034002	24I05	Actif	45.29	12	52	2006-11-22		2008-11-21
Daniel Lake	2034003	24I05	Actif	45.29	12	53	2006-11-22		2008-11-21
Daniel Lake	2034004	24I05	Actif	45.29	12	54	2006-11-22		2008-11-21
Daniel Lake	2034005	24I05	Actif	45.29	12	55	2006-11-22		2008-11-21
Daniel Lake	2034006	24I05	Actif	45.29	12	56	2006-11-22		2008-11-21
Daniel Lake	2034007	24I05	Actif	45.29	12	57	2006-11-22		2008-11-21
Daniel Lake	2034008	24I05	Actif	45.29	12	58	2006-11-22		2008-11-21
Daniel Lake	2034009	24I05	Actif	45.29	12	59	2006-11-22		2008-11-21
Daniel Lake	2034010	24I05	Actif	45.28	12	60	2006-11-22		2008-11-21
Daniel Lake	2034011	24I05	Actif	45.28	13	51	2006-11-22		2008-11-21
Daniel Lake	2034012	24I05	Actif	45.28	13	52	2006-11-22		2008-11-21

-8-

Propriété	No titre	SNRC	Statut	Sup. (Ha)	Rangee	Colonne	Date inscription	Date désignation	Date expiration
Daniel Lake	2034013	24I05	Actif	45.28	13	53	2006-11-22		2008-11-21
Daniel Lake	2034014	24I05	Actif	45.28	13	54	2006-11-22		2008-11-21
Daniel Lake	2034015	24I05	Actif	45.28	13	55	2006-11-22		2008-11-21
Daniel Lake	2034016	24I05	Actif	45.27	13	56	2006-11-22		2008-11-21
Daniel Lake	2034017	24I05	Actif	45.27	13	57	2006-11-22		2008-11-21
Daniel Lake	2034018	24I05	Actif	45.27	13	58	2006-11-22		2008-11-21
Daniel Lake	2034019	24I05	Actif	45.27	13	59	2006-11-22		2008-11-21
Daniel Lake	2034020	24I05	Actif	45.27	13	60	2006-11-22		2008-11-21
Daniel Lake	2034021	24I05	Actif	45.27	14	51	2006-11-22		2008-11-21
Daniel Lake	2034022	24I05	Actif	45.27	14	52	2006-11-22		2008-11-21
Daniel Lake	2034023	24I05	Actif	45.26	14	53	2006-11-22		2008-11-21
Daniel Lake	2034024	24I05	Actif	45.26	14	54	2006-11-22		2008-11-21
Daniel Lake	2034025	24I05	Actif	45.26	14	55	2006-11-22		2008-11-21
Daniel Lake	2034026	24I05	Actif	45.26	14	56	2006-11-22		2008-11-21
Daniel Lake	2034027	24I05	Actif	45.26	14	57	2006-11-22		2008-11-21
Daniel Lake	2034028	24I05	Actif	45.26	14	58	2006-11-22		2008-11-21
Daniel Lake	2034029	24I05	Actif	45.26	14	59	2006-11-22		2008-11-21
Daniel Lake	2034030	24I05	Actif	45.26	14	60	2006-11-22		2008-11-21
Daniel Lake	2034031	24I06	Actif	45.39	2	31	2006-11-22		2008-11-21
Daniel Lake	2034032	24I06	Actif	45.39	2	32	2006-11-22		2008-11-21
Daniel Lake	2034033	24I06	Actif	45.39	2	33	2006-11-22		2008-11-21
Daniel Lake	2034034	24I06	Actif	45.39	2	34	2006-11-22		2008-11-21
Daniel Lake	2034035	24I06	Actif	45.39	2	35	2006-11-22		2008-11-21
Daniel Lake	2034036	24I06	Actif	45.39	2	36	2006-11-22		2008-11-21
Daniel Lake	2034037	24I06	Actif	45.39	2	37	2006-11-22		2008-11-21
Daniel Lake	2034038	24I06	Actif	45.39	2	38	2006-11-22		2008-11-21
Daniel Lake	2034039	24I06	Actif	45.39	2	39	2006-11-22		2008-11-21
Daniel Lake	2034040	24I06	Actif	45.39	2	27	2006-11-22		2008-11-21
Daniel Lake	2034041	24I06	Actif	45.39	2	28	2006-11-22		2008-11-21
Daniel Lake	2034042	24I06	Actif	45.39	2	29	2006-11-22		2008-11-21
Daniel Lake	2034043	24I06	Actif	45.39	2	30	2006-11-22		2008-11-21
Daniel Lake	2034044	24I06	Actif	45.38	3	31	2006-11-22		2008-11-21
Daniel Lake	2034045	24I06	Actif	45.38	3	32	2006-11-22		2008-11-21
Daniel Lake	2034046	24I06	Actif	45.38	3	33	2006-11-22		2008-11-21
Daniel Lake	2034047	24I06	Actif	45.38	3	34	2006-11-22		2008-11-21
Daniel Lake	2034048	24I06	Actif	45.38	3	35	2006-11-22		2008-11-21
Daniel Lake	2034049	24I06	Actif	45.38	3	36	2006-11-22		2008-11-21
Daniel Lake	2034050	24I06	Actif	45.38	3	27	2006-11-22		2008-11-21
Daniel Lake	2034051	24I06	Actif	45.38	3	28	2006-11-22		2008-11-21
Daniel Lake	2034052	24I06	Actif	45.37	3	37	2006-11-22		2008-11-21
Daniel Lake	2034053	24I06	Actif	45.37	3	38	2006-11-22		2008-11-21
Daniel Lake	2034054	24I06	Actif	45.37	3	39	2006-11-22		2008-11-21
Daniel Lake	2034055	24I06	Actif	45.36	4	38	2006-11-22		2008-11-21
Daniel Lake	2034056	24I06	Actif	45.36	4	39	2006-11-22		2008-11-21

-9-

Propriété	No titre	SNRC	Statut	Sup. (Ha)	Rangee	Colonne	Date inscription	Date désignation	Date expiration
Daniel Lake	2034057	24I06	Actif	45.35	5	38	2006-11-22		2008-11-21
Daniel Lake	2034058	24I06	Actif	45.35	5	39	2006-11-22		2008-11-21
Daniel Lake	2034059	24I06	Actif	45.34	6	38	2006-11-22		2008-11-21
Daniel Lake	2034060	24I06	Actif	45.34	6	39	2006-11-22		2008-11-21
Daniel Lake	2034061	24I06	Actif	45.34	7	19	2006-11-22		2008-11-21
Daniel Lake	2034062	24I06	Actif	45.33	7	32	2006-11-22		2008-11-21
Daniel Lake	2034063	24I06	Actif	45.33	7	33	2006-11-22		2008-11-21
Daniel Lake	2034064	24I06	Actif	45.33	7	34	2006-11-22		2008-11-21
Daniel Lake	2034065	24I06	Actif	45.33	7	35	2006-11-22		2008-11-21
Daniel Lake	2034066	24I06	Actif	45.33	7	36	2006-11-22		2008-11-21
Daniel Lake	2034067	24I06	Actif	45.33	7	38	2006-11-22		2008-11-21
Daniel Lake	2034068	24I06	Actif	45.33	7	39	2006-11-22		2008-11-21
Daniel Lake	2034069	24I06	Actif	45.33	7	20	2006-11-22		2008-11-21
Daniel Lake	2034070	24I06	Actif	45.33	7	21	2006-11-22		2008-11-21
Daniel Lake	2034071	24I06	Actif	45.33	7	22	2006-11-22		2008-11-21
Daniel Lake	2034072	24I06	Actif	45.33	7	23	2006-11-22		2008-11-21
Daniel Lake	2034073	24I06	Actif	45.33	7	24	2006-11-22		2008-11-21
Daniel Lake	2034074	24I06	Actif	45.33	7	25	2006-11-22		2008-11-21
Daniel Lake	2034075	24I06	Actif	45.33	7	26	2006-11-22		2008-11-21
Daniel Lake	2034076	24I06	Actif	45.33	7	27	2006-11-22		2008-11-21
Daniel Lake	2034077	24I06	Actif	45.33	7	28	2006-11-22		2008-11-21
Daniel Lake	2034078	24I06	Actif	45.33	7	29	2006-11-22		2008-11-21
Daniel Lake	2034079	24I06	Actif	45.33	7	30	2006-11-22		2008-11-21
Daniel Lake	2034080	24I06	Actif	45.33	7	31	2006-11-22		2008-11-21
Daniel Lake	2034081	24I06	Actif	45.33	7	37	2006-11-22		2008-11-21
Daniel Lake	2034082	24I06	Actif	45.32	8	19	2006-11-22		2008-11-21
Daniel Lake	2034083	24I06	Actif	45.32	8	20	2006-11-22		2008-11-21
Daniel Lake	2034084	24I06	Actif	45.32	8	21	2006-11-22		2008-11-21
Daniel Lake	2034085	24I06	Actif	45.32	8	22	2006-11-22		2008-11-21
Daniel Lake	2034086	24I06	Actif	45.32	8	23	2006-11-22		2008-11-21
Daniel Lake	2034087	24I06	Actif	45.32	8	24	2006-11-22		2008-11-21
Daniel Lake	2034088	24I06	Actif	45.32	8	25	2006-11-22		2008-11-21
Daniel Lake	2034089	24I06	Actif	45.32	8	26	2006-11-22		2008-11-21
Daniel Lake	2034090	24I06	Actif	45.32	9	3	2006-11-22		2008-11-21
Daniel Lake	2034091	24I06	Actif	45.32	9	4	2006-11-22		2008-11-21
Daniel Lake	2034092	24I06	Actif	45.32	9	5	2006-11-22		2008-11-21
Daniel Lake	2034093	24I06	Actif	45.32	9	6	2006-11-22		2008-11-21
Daniel Lake	2034094	24I06	Actif	45.32	9	7	2006-11-22		2008-11-21
Daniel Lake	2034095	24I06	Actif	45.32	9	8	2006-11-22		2008-11-21
Daniel Lake	2034096	24I06	Actif	45.32	9	9	2006-11-22		2008-11-21
Daniel Lake	2034097	24I06	Actif	45.32	9	10	2006-11-22		2008-11-21
Daniel Lake	2034098	24I06	Actif	45.31	9	12	2006-11-22		2008-11-21
Daniel Lake	2034099	24I06	Actif	45.31	9	21	2006-11-22		2008-11-21
Daniel Lake	2034100	24I06	Actif	45.31	9	22	2006-11-22		2008-11-21

-10-

Propriété	No titre	SNRC	Statut	Sup. (Ha)	Rangee	Colonne	Date inscription	Date désignation	Date expiration
Daniel Lake	2034101	24I06	Actif	45.31	9	24	2006-11-22		2008-11-21
Daniel Lake	2034102	24I06	Actif	45.31	10	1	2006-11-22		2008-11-21
Daniel Lake	2034103	24I06	Actif	45.31	10	2	2006-11-22		2008-11-21
Daniel Lake	2034104	24I06	Actif	45.31	10	3	2006-11-22		2008-11-21
Daniel Lake	2034105	24I06	Actif	45.31	10	4	2006-11-22		2008-11-21
Daniel Lake	2034106	24I06	Actif	45.31	10	5	2006-11-22		2008-11-21
Daniel Lake	2034107	24I06	Actif	45.31	10	6	2006-11-22		2008-11-21
Daniel Lake	2034108	24I06	Actif	45.31	10	7	2006-11-22		2008-11-21
Daniel Lake	2034109	24I06	Actif	45.31	9	11	2006-11-22		2008-11-21
Daniel Lake	2034110	24I06	Actif	45.31	9	23	2006-11-22		2008-11-21
Daniel Lake	2034111	24I06	Actif	45.3	10	8	2006-11-22		2008-11-21
Daniel Lake	2034112	24I06	Actif	45.3	11	1	2006-11-22		2008-11-21
Daniel Lake	2034113	24I06	Actif	45.3	11	2	2006-11-22		2008-11-21
Daniel Lake	2034114	24I06	Actif	45.3	11	3	2006-11-22		2008-11-21
Daniel Lake	2034115	24I06	Actif	45.29	11	4	2006-11-22		2008-11-21
Daniel Lake	2034116	24I06	Actif	45.29	11	5	2006-11-22		2008-11-21
Daniel Lake	2034117	24I06	Actif	45.29	11	6	2006-11-22		2008-11-21
Daniel Lake	2034118	24I06	Actif	45.28	12	1	2006-11-22		2008-11-21
Daniel Lake	2034119	24I06	Actif	45.28	12	2	2006-11-22		2008-11-21
Daniel Lake	2034120	24I06	Actif	45.28	12	4	2006-11-22		2008-11-21
Daniel Lake	2034121	24I06	Actif	45.28	12	5	2006-11-22		2008-11-21
Daniel Lake	2034122	24I06	Actif	45.28	12	6	2006-11-22		2008-11-21
Daniel Lake	2034123	24I06	Actif	45.28	12	3	2006-11-22		2008-11-21
Daniel Lake	2034124	24I06	Actif	45.27	13	1	2006-11-22		2008-11-21
Daniel Lake	2034125	24I06	Actif	45.27	13	2	2006-11-22		2008-11-21
Daniel Lake	2034126	24I06	Actif	45.27	13	3	2006-11-22		2008-11-21
Daniel Lake	2034127	24I06	Actif	45.27	13	4	2006-11-22		2008-11-21
Daniel Lake	2034128	24I06	Actif	45.27	13	5	2006-11-22		2008-11-21
Daniel Lake	2034129	24I06	Actif	45.27	13	6	2006-11-22		2008-11-21
Daniel Lake	2034130	24I06	Actif	45.26	14	1	2006-11-22		2008-11-21
Daniel Lake	2034131	24I06	Actif	45.26	14	2	2006-11-22		2008-11-21
Daniel Lake	2034132	24I06	Actif	45.26	14	3	2006-11-22		2008-11-21
Daniel Lake	2034133	24I06	Actif	45.26	14	4	2006-11-22		2008-11-21
Daniel Lake	2034134	24I06	Actif	45.26	14	5	2006-11-22		2008-11-21
Daniel Lake	2034135	24I06	Actif	45.26	14	6	2006-11-22		2008-11-21
Daniel Lake	2034136	24I06	Actif	45.25	15	3	2006-11-22		2008-11-21
Daniel Lake	2034137	24I06	Actif	45.25	15	4	2006-11-22		2008-11-21
Daniel Lake	2034138	24I06	Actif	45.25	15	5	2006-11-22		2008-11-21
Daniel Lake	2034139	24I06	Actif	45.25	15	6	2006-11-22		2008-11-21
Daniel Lake	2038365	24I05	Actif	45.32	9	50	2006-12-08		2008-12-07
Daniel Lake	2038366	24I05	Actif	45.32	9	51	2006-12-08		2008-12-07
Daniel Lake	2038367	24I05	Actif	45.32	9	52	2006-12-08		2008-12-07
Daniel Lake	2038368	24I05	Actif	45.32	9	53	2006-12-08		2008-12-07
Daniel Lake	2038369	24I05	Actif	45.32	9	54	2006-12-08		2008-12-07

-11-

Propriété	No titre	SNRC	Statut	Sup. (Ha)	Rangee	Colonne	Date inscription	Date désignation	Date expiration
Daniel Lake	2038370	24I05	Actif	45.31	10	50	2006-12-08		2008-12-07
Daniel Lake	2038371	24I05	Actif	45.3	11	50	2006-12-08		2008-12-07
Daniel Lake	2038372	24I05	Actif	45.29	12	50	2006-12-08		2008-12-07
Daniel Lake	2038373	24I05	Actif	45.28	13	50	2006-12-08		2008-12-07
Daniel Lake	2038374	24I05	Actif	45.27	14	50	2006-12-08		2008-12-07
Daniel Lake	2038375	24I05	Actif	45.26	15	22	2006-12-08		2008-12-07
Daniel Lake	2038376	24I05	Actif	45.26	15	23	2006-12-08		2008-12-07
Daniel Lake	2038377	24I05	Actif	45.26	15	24	2006-12-08		2008-12-07
Daniel Lake	2038378	24I05	Actif	45.26	15	25	2006-12-08		2008-12-07
Daniel Lake	2038379	24I05	Actif	45.26	15	26	2006-12-08		2008-12-07
Daniel Lake	2038380	24I05	Actif	45.26	15	27	2006-12-08		2008-12-07
Daniel Lake	2038381	24I05	Actif	45.26	15	28	2006-12-08		2008-12-07
Daniel Lake	2038382	24I05	Actif	45.26	15	29	2006-12-08		2008-12-07
Daniel Lake	2038383	24I05	Actif	45.26	15	30	2006-12-08		2008-12-07
Daniel Lake	2038384	24I05	Actif	45.26	15	31	2006-12-08		2008-12-07
Daniel Lake	2038385	24I05	Actif	45.26	15	32	2006-12-08		2008-12-07
Daniel Lake	2038386	24I05	Actif	45.26	15	33	2006-12-08		2008-12-07
Daniel Lake	2038387	24I05	Actif	45.26	15	34	2006-12-08		2008-12-07
Daniel Lake	2038388	24I05	Actif	45.26	15	35	2006-12-08		2008-12-07
Daniel Lake	2038389	24I05	Actif	45.26	15	36	2006-12-08		2008-12-07
Daniel Lake	2038390	24I05	Actif	45.26	15	37	2006-12-08		2008-12-07
Daniel Lake	2038391	24I05	Actif	45.26	15	38	2006-12-08		2008-12-07
Daniel Lake	2038392	24I05	Actif	45.26	15	39	2006-12-08		2008-12-07
Daniel Lake	2038393	24I05	Actif	45.26	15	40	2006-12-08		2008-12-07
Daniel Lake	2038394	24I05	Actif	45.26	15	41	2006-12-08		2008-12-07
Daniel Lake	2038395	24I05	Actif	45.26	15	42	2006-12-08		2008-12-07
Daniel Lake	2038396	24I05	Actif	45.25	15	50	2006-12-08		2008-12-07
Daniel Lake	2038397	24I05	Actif	45.25	15	51	2006-12-08		2008-12-07
Daniel Lake	2038398	24I05	Actif	45.25	15	52	2006-12-08		2008-12-07
Daniel Lake	2038399	24I05	Actif	45.25	15	53	2006-12-08		2008-12-07
Daniel Lake	2038400	24I05	Actif	45.25	15	54	2006-12-08		2008-12-07
Daniel Lake	2038401	24I05	Actif	45.25	15	55	2006-12-08		2008-12-07
Daniel Lake	2038402	24I05	Actif	45.25	15	56	2006-12-08		2008-12-07
Daniel Lake	2038403	24I05	Actif	45.25	15	57	2006-12-08		2008-12-07
Daniel Lake	2038404	24I05	Actif	45.25	15	58	2006-12-08		2008-12-07
Daniel Lake	2038405	24I05	Actif	45.25	15	59	2006-12-08		2008-12-07
Daniel Lake	2038406	24I05	Actif	45.25	15	60	2006-12-08		2008-12-07
Daniel Lake	2038407	24I05	Actif	45.25	16	22	2006-12-08		2008-12-07
Daniel Lake	2038408	24I05	Actif	45.25	16	23	2006-12-08		2008-12-07
Daniel Lake	2038409	24I05	Actif	45.25	16	24	2006-12-08		2008-12-07
Daniel Lake	2038410	24I05	Actif	45.25	16	25	2006-12-08		2008-12-07
Daniel Lake	2038411	24I05	Actif	45.25	16	26	2006-12-08		2008-12-07
Daniel Lake	2038412	24I05	Actif	45.25	16	27	2006-12-08		2008-12-07
Daniel Lake	2038413	24I05	Actif	45.25	16	28	2006-12-08		2008-12-07

-12-

Propriété	No titre	SNRC	Statut	Sup. (Ha)	Rangee	Colonne	Date inscription	Date désignation	Date expiration
Daniel Lake	2038414	24I05	Actif	45.25	16	29	2006-12-08		2008-12-07
Daniel Lake	2038415	24I05	Actif	45.25	16	30	2006-12-08		2008-12-07
Daniel Lake	2038416	24I05	Actif	45.25	16	31	2006-12-08		2008-12-07
Daniel Lake	2038417	24I05	Actif	45.25	16	32	2006-12-08		2008-12-07
Daniel Lake	2038418	24I05	Actif	45.25	16	33	2006-12-08		2008-12-07
Daniel Lake	2038419	24I05	Actif	45.25	16	34	2006-12-08		2008-12-07
Daniel Lake	2038420	24I05	Actif	45.25	16	35	2006-12-08		2008-12-07
Daniel Lake	2038421	24I05	Actif	45.25	16	36	2006-12-08		2008-12-07
Daniel Lake	2038422	24I05	Actif	45.25	16	37	2006-12-08		2008-12-07
Daniel Lake	2038423	24I05	Actif	45.25	16	38	2006-12-08		2008-12-07
Daniel Lake	2038424	24I05	Actif	45.25	16	39	2006-12-08		2008-12-07
Daniel Lake	2038425	24I05	Actif	45.25	16	40	2006-12-08		2008-12-07
Daniel Lake	2038426	24I05	Actif	45.25	16	41	2006-12-08		2008-12-07
Daniel Lake	2038427	24I05	Actif	45.25	16	42	2006-12-08		2008-12-07
Daniel Lake	2038428	24I05	Actif	45.24	16	60	2006-12-08		2008-12-07
Daniel Lake	2038429	24I05	Actif	45.24	17	22	2006-12-08		2008-12-07
Daniel Lake	2038430	24I05	Actif	45.24	17	23	2006-12-08		2008-12-07
Daniel Lake	2038431	24I05	Actif	45.24	17	24	2006-12-08		2008-12-07
Daniel Lake	2038432	24I05	Actif	45.24	17	25	2006-12-08		2008-12-07
Daniel Lake	2038433	24I05	Actif	45.24	17	26	2006-12-08		2008-12-07
Daniel Lake	2038434	24I05	Actif	45.24	17	27	2006-12-08		2008-12-07
Daniel Lake	2038435	24I05	Actif	45.24	17	28	2006-12-08		2008-12-07
Daniel Lake	2038436	24I05	Actif	45.24	17	29	2006-12-08		2008-12-07
Daniel Lake	2038437	24I05	Actif	45.24	17	30	2006-12-08		2008-12-07
Daniel Lake	2038438	24I05	Actif	45.24	17	31	2006-12-08		2008-12-07
Daniel Lake	2038439	24I05	Actif	45.24	17	32	2006-12-08		2008-12-07
Daniel Lake	2038440	24I05	Actif	45.24	17	33	2006-12-08		2008-12-07
Daniel Lake	2038441	24I05	Actif	45.24	17	34	2006-12-08		2008-12-07
Daniel Lake	2038442	24I05	Actif	45.24	17	35	2006-12-08		2008-12-07
Daniel Lake	2038443	24I05	Actif	45.24	17	36	2006-12-08		2008-12-07
Daniel Lake	2038444	24I05	Actif	45.24	17	37	2006-12-08		2008-12-07
Daniel Lake	2038445	24I05	Actif	45.24	17	38	2006-12-08		2008-12-07
Daniel Lake	2038447	24I05	Actif	45.24	17	39	2006-12-08		2008-12-07
Daniel Lake	2038449	24I05	Actif	45.23	17	60	2006-12-08		2008-12-07
Daniel Lake	2038451	24I05	Actif	45.23	18	22	2006-12-08		2008-12-07
Daniel Lake	2038453	24I05	Actif	45.23	18	23	2006-12-08		2008-12-07
Daniel Lake	2038455	24I05	Actif	45.23	18	24	2006-12-08		2008-12-07
Daniel Lake	2038457	24I05	Actif	45.23	18	25	2006-12-08		2008-12-07
Daniel Lake	2038459	24I05	Actif	45.23	18	26	2006-12-08		2008-12-07
Daniel Lake	2038461	24I05	Actif	45.23	18	27	2006-12-08		2008-12-07
Daniel Lake	2038464	24I05	Actif	45.23	18	28	2006-12-08		2008-12-07
Daniel Lake	2038466	24I05	Actif	45.23	18	29	2006-12-08		2008-12-07
Daniel Lake	2038468	24I05	Actif	45.23	18	30	2006-12-08		2008-12-07
Daniel Lake	2038470	24I05	Actif	45.23	18	31	2006-12-08		2008-12-07

-13-

Propriété	No titre	SNRC	Statut	Sup. (Ha)	Rangee	Colonne	Date inscription	Date désignation	Date expiration
Daniel Lake	2038472	24I05	Actif	45.23	18	32	2006-12-08		2008-12-07
Daniel Lake	2038473	24I05	Actif	45.23	18	33	2006-12-08		2008-12-07
Daniel Lake	2038474	24I05	Actif	45.23	18	34	2006-12-08		2008-12-07
Daniel Lake	2038475	24I05	Actif	45.23	18	35	2006-12-08		2008-12-07
Daniel Lake	2038476	24I05	Actif	45.23	18	36	2006-12-08		2008-12-07
Daniel Lake	2038477	24I05	Actif	45.22	18	37	2006-12-08		2008-12-07
Daniel Lake	2038478	24I05	Actif	45.22	18	38	2006-12-08		2008-12-07
Daniel Lake	2038479	24I05	Actif	45.22	18	39	2006-12-08		2008-12-07
Daniel Lake	2038480	24I06	Actif	45.25	15	1	2006-12-08		2008-12-07
Daniel Lake	2038481	24I06	Actif	45.25	15	2	2006-12-08		2008-12-07
Daniel Lake	2038482	24I06	Actif	45.24	16	1	2006-12-08		2008-12-07
Daniel Lake	2038483	24I06	Actif	45.24	16	2	2006-12-08		2008-12-07
Daniel Lake	2038484	24I06	Actif	45.24	16	3	2006-12-08		2008-12-07
Daniel Lake	2038485	24I06	Actif	45.24	16	4	2006-12-08		2008-12-07
Daniel Lake	2038486	24I06	Actif	45.24	16	5	2006-12-08		2008-12-07
Daniel Lake	2038487	24I06	Actif	45.24	16	6	2006-12-08		2008-12-07
Daniel Lake	2038488	24I06	Actif	45.24	16	7	2006-12-08		2008-12-07
Daniel Lake	2038489	24I06	Actif	45.24	16	8	2006-12-08		2008-12-07
Daniel Lake	2038490	24I06	Actif	45.24	16	9	2006-12-08		2008-12-07
Daniel Lake	2038491	24I06	Actif	45.24	16	10	2006-12-08		2008-12-07
Daniel Lake	2038492	24I06	Actif	45.24	16	11	2006-12-08		2008-12-07
Daniel Lake	2038493	24I06	Actif	45.23	17	1	2006-12-08		2008-12-07
Daniel Lake	2038494	24I06	Actif	45.23	17	2	2006-12-08		2008-12-07
Daniel Lake	2038495	24I06	Actif	45.23	17	3	2006-12-08		2008-12-07
Daniel Lake	2038496	24I06	Actif	45.23	17	4	2006-12-08		2008-12-07
Daniel Lake	2038497	24I06	Actif	45.23	17	5	2006-12-08		2008-12-07
Daniel Lake	2038498	24I06	Actif	45.23	17	6	2006-12-08		2008-12-07
Daniel Lake	2038499	24I06	Actif	45.23	17	7	2006-12-08		2008-12-07
Daniel Lake	2038500	24I06	Actif	45.23	17	8	2006-12-08		2008-12-07
Daniel Lake	2038501	24I06	Actif	45.23	17	9	2006-12-08		2008-12-07
Daniel Lake	2038502	24I06	Actif	45.23	17	10	2006-12-08		2008-12-07
Daniel Lake	2038503	24I06	Actif	45.23	17	11	2006-12-08		2008-12-07
Daniel Lake	2038542	24I06	Actif	45.24	15	60	2006-12-08		2008-12-07
Daniel Lake	2038543	24I06	Actif	45.23	16	60	2006-12-08		2008-12-07
Daniel Lake	2038544	24I06	Actif	45.22	17	60	2006-12-08		2008-12-07
Daniel Lake	2038545	24I06	Actif	45.21	18	60	2006-12-08		2008-12-07
Daniel Lake	2038546	24I06	Actif	45.2	19	60	2006-12-08		2008-12-07
Daniel Lake	2038547	24I06	Actif	45.19	20	60	2006-12-08		2008-12-07
Daniel Lake	2038548	24I06	Actif	45.18	21	60	2006-12-08		2008-12-07
Daniel Lake	2038549	24I06	Actif	45.17	22	60	2006-12-08		2008-12-07
Daniel Lake	2038550	24I06	Actif	45.16	23	60	2006-12-08		2008-12-07
Daniel Lake	2038551	24I06	Actif	45.15	24	60	2006-12-08		2008-12-07
Daniel Lake	2038552	24I06	Actif	45.14	25	60	2006-12-08		2008-12-07
Daniel Lake	2038553	24I06	Actif	45.13	26	60	2006-12-08		2008-12-07

-14-

Propriété	No titre	SNRC	Statut	Sup. (Ha)	Rangee	Colonne	Date inscription	Date désignation	Date expiration
Daniel Lake	2038554	24I06	Actif	45.12	27	60	2006-12-08		2008-12-07
Daniel Lake	2038555	24I07	Actif	45.24	15	1	2006-12-08		2008-12-07
Daniel Lake	2038556	24I07	Actif	45.24	15	2	2006-12-08		2008-12-07
Daniel Lake	2038557	24I07	Actif	45.24	15	3	2006-12-08		2008-12-07
Daniel Lake	2038558	24I07	Actif	45.24	15	4	2006-12-08		2008-12-07
Daniel Lake	2040366	24I05	Actif	45.32	9	48	2006-12-12		2008-12-11
Daniel Lake	2040367	24I05	Actif	45.32	9	49	2006-12-12		2008-12-11
Daniel Lake	2040368	24I05	Actif	45.32	9	55	2006-12-12		2008-12-11
Daniel Lake	2040369	24I05	Actif	45.32	9	56	2006-12-12		2008-12-11
Daniel Lake	2040370	24I05	Actif	45.32	9	57	2006-12-12		2008-12-11
Daniel Lake	2040371	24I05	Actif	45.32	9	58	2006-12-12		2008-12-11
Daniel Lake	2040372	24I05	Actif	45.32	9	59	2006-12-12		2008-12-11
Daniel Lake	2040373	24I05	Actif	45.32	9	60	2006-12-12		2008-12-11
Daniel Lake	2040374	24I05	Actif	45.31	10	21	2006-12-12		2008-12-11
Daniel Lake	2040375	24I05	Actif	45.31	10	48	2006-12-12		2008-12-11
Daniel Lake	2040376	24I05	Actif	45.31	10	49	2006-12-12		2008-12-11
Daniel Lake	2040377	24I05	Actif	45.3	11	21	2006-12-12		2008-12-11
Daniel Lake	2040378	24I05	Actif	45.3	11	48	2006-12-12		2008-12-11
Daniel Lake	2040379	24I05	Actif	45.3	11	49	2006-12-12		2008-12-11
Daniel Lake	2040380	24I05	Actif	45.29	12	21	2006-12-12		2008-12-11
Daniel Lake	2040381	24I05	Actif	45.29	12	48	2006-12-12		2008-12-11
Daniel Lake	2040382	24I05	Actif	45.29	12	49	2006-12-12		2008-12-11
Daniel Lake	2040383	24I05	Actif	45.28	13	21	2006-12-12		2008-12-11
Daniel Lake	2040384	24I05	Actif	45.28	13	48	2006-12-12		2008-12-11
Daniel Lake	2040385	24I05	Actif	45.28	13	49	2006-12-12		2008-12-11
Daniel Lake	2040386	24I05	Actif	45.27	14	21	2006-12-12		2008-12-11
Daniel Lake	2040387	24I05	Actif	45.27	14	48	2006-12-12		2008-12-11
Daniel Lake	2040388	24I05	Actif	45.27	14	49	2006-12-12		2008-12-11
Daniel Lake	2040389	24I05	Actif	45.26	15	21	2006-12-12		2008-12-11
Daniel Lake	2040390	24I05	Actif	45.26	15	48	2006-12-12		2008-12-11
Daniel Lake	2040391	24I05	Actif	45.25	15	49	2006-12-12		2008-12-11
Daniel Lake	2040392	24I05	Actif	45.25	16	21	2006-12-12		2008-12-11
Daniel Lake	2040393	24I05	Actif	45.24	16	48	2006-12-12		2008-12-11
Daniel Lake	2040394	24I05	Actif	45.24	16	49	2006-12-12		2008-12-11
Daniel Lake	2040395	24I05	Actif	45.24	16	50	2006-12-12		2008-12-11
Daniel Lake	2040396	24I05	Actif	45.24	16	51	2006-12-12		2008-12-11
Daniel Lake	2040397	24I05	Actif	45.24	16	52	2006-12-12		2008-12-11
Daniel Lake	2040398	24I05	Actif	45.24	16	53	2006-12-12		2008-12-11
Daniel Lake	2040399	24I05	Actif	45.24	16	54	2006-12-12		2008-12-11
Daniel Lake	2040400	24I05	Actif	45.24	16	55	2006-12-12		2008-12-11
Daniel Lake	2040401	24I05	Actif	45.24	16	56	2006-12-12		2008-12-11
Daniel Lake	2040402	24I05	Actif	45.24	16	57	2006-12-12		2008-12-11
Daniel Lake	2040403	24I05	Actif	45.24	16	58	2006-12-12		2008-12-11
Daniel Lake	2040404	24I05	Actif	45.24	16	59	2006-12-12		2008-12-11

-15-

Propriété	No titre	SNRC	Statut	Sup. (Ha)	Rangee	Colonne	Date inscription	Date désignation	Date expiration
Daniel Lake	2040405	24I05	Actif	45.24	17	21	2006-12-12		2008-12-11
Daniel Lake	2040406	24I05	Actif	45.24	17	40	2006-12-12		2008-12-11
Daniel Lake	2040407	24I05	Actif	45.23	17	41	2006-12-12		2008-12-11
Daniel Lake	2040408	24I05	Actif	45.23	17	42	2006-12-12		2008-12-11
Daniel Lake	2040409	24I05	Actif	45.23	17	48	2006-12-12		2008-12-11
Daniel Lake	2040410	24I05	Actif	45.23	17	49	2006-12-12		2008-12-11
Daniel Lake	2040411	24I05	Actif	45.23	17	50	2006-12-12		2008-12-11
Daniel Lake	2040412	24I05	Actif	45.23	17	51	2006-12-12		2008-12-11
Daniel Lake	2040413	24I05	Actif	45.23	17	52	2006-12-12		2008-12-11
Daniel Lake	2040414	24I05	Actif	45.23	17	53	2006-12-12		2008-12-11
Daniel Lake	2040415	24I05	Actif	45.23	17	54	2006-12-12		2008-12-11
Daniel Lake	2040416	24I05	Actif	45.23	17	55	2006-12-12		2008-12-11
Daniel Lake	2040417	24I05	Actif	45.23	17	56	2006-12-12		2008-12-11
Daniel Lake	2040418	24I05	Actif	45.23	17	57	2006-12-12		2008-12-11
Daniel Lake	2040419	24I05	Actif	45.23	17	58	2006-12-12		2008-12-11
Daniel Lake	2040420	24I05	Actif	45.23	17	59	2006-12-12		2008-12-11
Daniel Lake	2040421	24I05	Actif	45.23	18	21	2006-12-12		2008-12-11
Daniel Lake	2040422	24I05	Actif	45.22	18	40	2006-12-12		2008-12-11
Daniel Lake	2040423	24I05	Actif	45.22	18	41	2006-12-12		2008-12-11
Daniel Lake	2040424	24I05	Actif	45.22	18	42	2006-12-12		2008-12-11
Daniel Lake	2040425	24I06	Actif	45.32	9	1	2006-12-12		2008-12-11
Daniel Lake	2040426	24I06	Actif	45.32	9	2	2006-12-12		2008-12-11
Daniel Lake	2040427	24I06	Actif	45.22	18	3	2006-12-12		2008-12-11
Daniel Lake	2040428	24I06	Actif	45.22	18	4	2006-12-12		2008-12-11
Daniel Lake	2040429	24I06	Actif	45.22	18	5	2006-12-12		2008-12-11
Daniel Lake	2040430	24I06	Actif	45.22	18	6	2006-12-12		2008-12-11
Daniel Lake	2040431	24I06	Actif	45.22	18	7	2006-12-12		2008-12-11
Daniel Lake	2040432	24I06	Actif	45.22	18	8	2006-12-12		2008-12-11
Daniel Lake	2040433	24I06	Actif	45.22	18	9	2006-12-12		2008-12-11
Daniel Lake	2040434	24I06	Actif	45.22	18	10	2006-12-12		2008-12-11
Daniel Lake	2043027	24I06	Actif	45.3	10	21	2006-12-15		2008-12-14
Daniel Lake	2043028	24I06	Actif	45.3	10	22	2006-12-15		2008-12-14
Daniel Lake	2043029	24I06	Actif	45.3	10	23	2006-12-15		2008-12-14
Daniel Lake	2043030	24I06	Actif	45.29	11	21	2006-12-15		2008-12-14
Daniel Lake	2043031	24I06	Actif	45.29	11	22	2006-12-15		2008-12-14
Daniel Lake	2043032	24I06	Actif	45.28	12	21	2006-12-15		2008-12-14
Daniel Lake	2043033	24I06	Actif	45.28	12	22	2006-12-15		2008-12-14
Daniel Lake	2043034	24I06	Actif	45.27	13	21	2006-12-15		2008-12-14
Daniel Lake	2043035	24I06	Actif	45.27	13	22	2006-12-15		2008-12-14
Daniel Lake	2043036	24I06	Actif	45.26	14	21	2006-12-15		2008-12-14
Daniel Lake	2043037	24I06	Actif	45.26	14	22	2006-12-15		2008-12-14
Daniel Lake	2043038	24I06	Actif	45.25	15	21	2006-12-15		2008-12-14
Daniel Lake	2043039	24I06	Actif	45.25	15	22	2006-12-15		2008-12-14
Daniel Lake	2043094	24I05	Actif	45.32	9	27	2006-12-15		2008-12-14

-16-

Propriété	No titre	SNRC	Statut	Sup. (Ha)	Rangee	Colonne	Date inscription	Date désignation	Date expiration
Daniel Lake	2043095	24I05	Actif	45.32	9	28	2006-12-15		2008-12-14
Daniel Lake	2043096	24I05	Actif	45.32	9	29	2006-12-15		2008-12-14
Daniel Lake	2043097	24I05	Actif	45.32	9	30	2006-12-15		2008-12-14
Daniel Lake	2043098	24I05	Actif	45.32	9	31	2006-12-15		2008-12-14
Daniel Lake	2043099	24I05	Actif	45.32	9	32	2006-12-15		2008-12-14
Daniel Lake	2043100	24I05	Actif	45.32	9	33	2006-12-15		2008-12-14
Daniel Lake	2043101	24I05	Actif	45.32	9	34	2006-12-15		2008-12-14
Daniel Lake	2043102	24I05	Actif	45.32	9	35	2006-12-15		2008-12-14
Daniel Lake	2043103	24I05	Actif	45.32	9	36	2006-12-15		2008-12-14
Daniel Lake	2043104	24I05	Actif	45.32	9	37	2006-12-15		2008-12-14
Daniel Lake	2043105	24I05	Actif	45.32	9	38	2006-12-15		2008-12-14
Daniel Lake	2043106	24I05	Actif	45.32	9	39	2006-12-15		2008-12-14
Daniel Lake	2043107	24I05	Actif	45.32	9	47	2006-12-15		2008-12-14
Daniel Lake	2043108	24I05	Actif	45.31	10	47	2006-12-15		2008-12-14
Daniel Lake	2043109	24I05	Actif	45.3	11	47	2006-12-15		2008-12-14
Daniel Lake	2043110	24I05	Actif	45.29	12	46	2006-12-15		2008-12-14
Daniel Lake	2043111	24I05	Actif	45.29	12	47	2006-12-15		2008-12-14
Daniel Lake	2043112	24I05	Actif	45.28	13	46	2006-12-15		2008-12-14
Daniel Lake	2043113	24I05	Actif	45.28	13	47	2006-12-15		2008-12-14
Daniel Lake	2043114	24I05	Actif	45.27	14	46	2006-12-15		2008-12-14
Daniel Lake	2043115	24I05	Actif	45.27	14	47	2006-12-15		2008-12-14
Daniel Lake	2043116	24I05	Actif	45.26	15	47	2006-12-15		2008-12-14
Daniel Lake	2043117	24I05	Actif	45.24	16	47	2006-12-15		2008-12-14
Daniel Lake	2043118	24I05	Actif	45.23	17	47	2006-12-15		2008-12-14
Daniel Lake	2043119	24I05	Actif	45.22	18	48	2006-12-15		2008-12-14
Daniel Lake	2043120	24I05	Actif	45.22	18	49	2006-12-15		2008-12-14
Daniel Lake	2043121	24I05	Actif	45.22	18	50	2006-12-15		2008-12-14
Daniel Lake	2043122	24I05	Actif	45.22	18	51	2006-12-15		2008-12-14
Daniel Lake	2043123	24I05	Actif	45.22	18	52	2006-12-15		2008-12-14
Daniel Lake	2043124	24I05	Actif	45.22	18	53	2006-12-15		2008-12-14
Daniel Lake	2043125	24I05	Actif	45.22	18	54	2006-12-15		2008-12-14
Daniel Lake	2043126	24I05	Actif	45.22	18	55	2006-12-15		2008-12-14
Daniel Lake	2043236	24I06	Actif	45.39	2	40	2006-12-18		2008-12-17
Daniel Lake	2043238	24I06	Actif	45.37	3	40	2006-12-18		2008-12-17
Daniel Lake	2043240	24I06	Actif	45.36	4	40	2006-12-18		2008-12-17
Daniel Lake	2043243	24I06	Actif	45.35	5	40	2006-12-18		2008-12-17
Daniel Lake	2043245	24I06	Actif	45.34	6	40	2006-12-18		2008-12-17
Daniel Lake	2043247	24I06	Actif	45.33	7	40	2006-12-18		2008-12-17
Daniel Lake	2043249	24I06	Actif	45.32	8	31	2006-12-18		2008-12-17
Daniel Lake	2043250	24I06	Actif	45.32	8	32	2006-12-18		2008-12-17
Daniel Lake	2043251	24I06	Actif	45.32	8	33	2006-12-18		2008-12-17
Daniel Lake	2043252	24I06	Actif	45.32	8	34	2006-12-18		2008-12-17
Daniel Lake	2043253	24I06	Actif	45.32	8	35	2006-12-18		2008-12-17
Daniel Lake	2043254	24I06	Actif	45.32	8	36	2006-12-18		2008-12-17

-17-

Propriété	No titre	SNRC	Statut	Sup. (Ha)	Rangee	Colonne	Date inscription	Date désignation	Date expiration
Daniel Lake	2043255	24I06	Actif	45.32	8	37	2006-12-18		2008-12-17
Daniel Lake	2043256	24I06	Actif	45.32	8	38	2006-12-18		2008-12-17
Daniel Lake	2043257	24I06	Actif	45.32	8	39	2006-12-18		2008-12-17
Daniel Lake	2043258	24I06	Actif	45.32	8	40	2006-12-18		2008-12-17
Daniel Lake	2043259	24I06	Actif	45.31	9	31	2006-12-18		2008-12-17
Daniel Lake	2043260	24I06	Actif	45.31	9	32	2006-12-18		2008-12-17
Daniel Lake	2043261	24I06	Actif	45.31	9	33	2006-12-18		2008-12-17
Daniel Lake	2043262	24I06	Actif	45.31	9	34	2006-12-18		2008-12-17
Daniel Lake	2043263	24I06	Actif	45.31	9	35	2006-12-18		2008-12-17
Daniel Lake	2043264	24I06	Actif	45.31	9	36	2006-12-18		2008-12-17
Daniel Lake	2043265	24I06	Actif	45.31	9	37	2006-12-18		2008-12-17
Daniel Lake	2043266	24I06	Actif	45.31	9	38	2006-12-18		2008-12-17
Daniel Lake	2043267	24I06	Actif	45.31	9	39	2006-12-18		2008-12-17
Daniel Lake	2043268	24I06	Actif	45.31	9	40	2006-12-18		2008-12-17
Daniel Lake	2043269	24I06	Actif	45.29	11	23	2006-12-18		2008-12-17
Daniel Lake	2043270	24I06	Actif	45.28	12	23	2006-12-18		2008-12-17
Daniel Lake	2043271	24I06	Actif	45.27	13	23	2006-12-18		2008-12-17
Daniel Lake	2043272	24I06	Actif	45.26	14	23	2006-12-18		2008-12-17
Daniel Lake	2043273	24I06	Actif	45.25	15	23	2006-12-18		2008-12-17
Daniel Lake	2043274	24I06	Actif	45.24	16	16	2006-12-18		2008-12-17
Daniel Lake	2043275	24I06	Actif	45.24	16	17	2006-12-18		2008-12-17
Daniel Lake	2043276	24I06	Actif	45.24	16	18	2006-12-18		2008-12-17
Daniel Lake	2043277	24I06	Actif	45.24	16	19	2006-12-18		2008-12-17
Daniel Lake	2043278	24I06	Actif	45.24	16	20	2006-12-18		2008-12-17
Daniel Lake	2043279	24I06	Actif	45.24	16	21	2006-12-18		2008-12-17
Daniel Lake	2043280	24I06	Actif	45.24	16	22	2006-12-18		2008-12-17
Daniel Lake	2043281	24I06	Actif	45.24	16	23	2006-12-18		2008-12-17
Daniel Lake	2046306	24I05	Actif	45.32	9	46	2007-01-09		2009-01-08
Daniel Lake	2046307	24I05	Actif	45.31	10	46	2007-01-09		2009-01-08
Daniel Lake	2046308	24I05	Actif	45.3	11	46	2007-01-09		2009-01-08
Daniel Lake	2046309	24I05	Actif	45.26	15	46	2007-01-09		2009-01-08
Daniel Lake	2046310	24I05	Actif	45.24	16	46	2007-01-09		2009-01-08
Daniel Lake	2046311	24I05	Actif	45.23	17	46	2007-01-09		2009-01-08
Daniel Lake	2046312	24I05	Actif	45.22	18	46	2007-01-09		2009-01-08
Daniel Lake	2046313	24I05	Actif	45.22	18	47	2007-01-09		2009-01-08
Daniel Lake	2046314	24I06	Actif	45.4	1	26	2007-01-09		2009-01-08
Daniel Lake	2046315	24I06	Actif	45.4	1	27	2007-01-09		2009-01-08
Daniel Lake	2046316	24I06	Actif	45.4	1	28	2007-01-09		2009-01-08
Daniel Lake	2046317	24I06	Actif	45.4	1	29	2007-01-09		2009-01-08
Daniel Lake	2046318	24I06	Actif	45.4	1	30	2007-01-09		2009-01-08
Daniel Lake	2046319	24I06	Actif	45.4	1	31	2007-01-09		2009-01-08
Daniel Lake	2046320	24I06	Actif	45.4	1	32	2007-01-09		2009-01-08
Daniel Lake	2046321	24I06	Actif	45.4	1	33	2007-01-09		2009-01-08
Daniel Lake	2046322	24I06	Actif	45.4	1	34	2007-01-09		2009-01-08

-18-

Propriété	No titre	SNRC	Statut	Sup. (Ha)	Rangee	Colonne	Date inscription	Date désignation	Date expiration
Daniel Lake	2046323	24I06	Actif	45.4	1	35	2007-01-09		2009-01-08
Daniel Lake	2046324	24I06	Actif	45.4	1	36	2007-01-09		2009-01-08
Daniel Lake	2046325	24I06	Actif	45.4	1	37	2007-01-09		2009-01-08
Daniel Lake	2046326	24I06	Actif	45.4	1	38	2007-01-09		2009-01-08
Daniel Lake	2046327	24I06	Actif	45.4	1	39	2007-01-09		2009-01-08
Daniel Lake	2046328	24I06	Actif	45.4	1	40	2007-01-09		2009-01-08
Daniel Lake	2046329	24I06	Actif	45.39	2	26	2007-01-09		2009-01-08
Daniel Lake	2046330	24I06	Actif	45.38	3	26	2007-01-09		2009-01-08

-19-

Schedule “A” - Continued

-20-

SCHEDULE “B”

TO THAT CERTAIN AGREEMENT BETWEEN AZIMUT EXPLORATION INC. OF THE

FIRST PART AND NORTHWESTERN MINERAL VENTURES INC. OF THE SECOND

PART MADE AS OF THE 24^TH DAY OF JANUARY, 2007

WORK EXPENDITURES

“Work Expenditures” means all expenses, obligations, Costs 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, data processing services, 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 unallocatable costs, equal to the amounts determined (including administration fees payable to the Operator).

Work Expenditures shall be deemed to be incurred upon the earlier of (a) the date of payment of same; or (b) the date upon which such Work Expenditures become due and payable pursuant to the applicable contractual obligation.

SCHEDULE “C”

TO THAT CERTAIN AGREEMENT BETWEEN AZIMUT EXPLORATION INC. OF THE

FIRST PART AND NORTHWESTERN MINERAL VENTURES INC. OF THE SECOND

PART MADE AS OF THE 24^TH DAY OF JANUARY, 2007

BANKABLE FEASIBILITY STUDY

“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 “D”

TO THAT CERTAIN AGREEMENT BETWEEN AZIMUT EXPLORATION INC. OF THE FIRST

PART AND NORTHWESTERN MINERAL VENTURES INC. OF THE SECOND PART MADE AS

OF THE 24^th DAY OF JANUARY, 2007

DANIEL LAKE PROPERTY

JOINT VENTURE AGREEMENT

INDEX

		Page
1.	INTERPRETATION	1
2.	FORMATION OF THE JOINT VENTURE	5
3.	INTERESTS	6
4.	MANAGEMENT COMMITTEE	6
5.	OPERATOR	7
6.	RIGHTS, DUTIES AND STATUS OF OPERATOR	8
7.	EXPLORATION PROGRAMS	9
8.	FEASIBILITY REPORT	14
9.	PRODUCTION NOTICE	15
10.	ELECTION TO CONTRIBUTE	16
11.	OPERATOR’S FEE	16
12.	MINE FINANCING	17
13.	CONSTRUCTION	17
14.	OPERATION OF THE MINE	17
15.	PAYMENT OF MINE COSTS	18
16.	DISTRIBUTION IN KIND	19
17.	SURRENDER OF INTEREST	19
18.	TERMINATION OF MINING OPERATIONS	20
19.	THE PROPERTY	21
20.	AREA OF COMMON INTEREST	21
21.	INFORMATION DATA	22
22.	LIABILITY OF THE OPERATOR	23
23.	INSURANCE	24
24.	RELATIONSHIP OF PARTIES	24
25.	PARTITION	24
26.	TAXATION	24
27.	FORCE MAJEURE	25
28.	NOTICE	26
29.	WAIVER	26
30.	AMENDMENTS	26
31.	TERM	26
32.	TIME OF ESSENCE	26
33.	SUCCESSORS AND ASSIGNS	26
34.	GOVERNING LAW	27
35.	ARBITRATION	27
36.	ASSIGNMENT – RIGHT OF FIRST REFUSAL	27
37.	REPRESENTATIONS AND WARRANTIES OF THE PARTIES	28
38.	MUTUAL IDEMNIFICATIONS	29

APPENDIX I	Accounting Procedure
APPENDIX II	Net Smelter Returns Royalty and Yellow Cake Royalty

JOINT VENTURE AGREEMENT

THIS AGREEMENT made the ____ day of ________, 20___;

BETWEEN:	AZIMUT EXPLORATION INC., a company duly incorporated under the laws of the province of Quebec and having a place of business at Suite 214, 110 rue De La Barre, Longueuil, Québec, J4K 1A3;
	(hereinafter called “AZIMUT”)
	ON THE FIRST PART
AND:	NORTHWESTERN MINERAL VENTURES INC., a company duly existing under the laws of Ontario and having its head office at Suite 1000, 36 Toronto Street, Toronto, Ontario, M5C 2C5;
	(hereinafter referred to as “NORTHWESTERN”)

OF THE SECOND PART

WHEREAS the parties hereto entered into the Head Agreement (as hereinafter defined) whereby NORTHWESTERN was granted an option to acquire up to a 65% undivided interest in and on to the Property;

WHEREAS NORTHWESTERN has exercised the First Option, or both the First Option and the Second Option, (as defined in the Head Agreement) in compliance with terms of the Head Agreement;

WHEREAS the purpose of this Agreement is to establish a joint-venture between AZIMUT and NORTHWESTERN to jointly undertake further mineral exploration and, if warranted, development and mining operations on and in respect of the Property on the terms and conditions set out in this Agreement;

NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties agree as follows:

1. INTERPRETATION

1.1 In this Agreement the following word, phrases and expressions shall have the following meanings:

(a) “Accounting Procedure” means the procedure attached to this Agreement as Appendix I.

Joint-Venture Agreement
Azimut Exploration Inc. & Northwestern Mineral Ventures Inc.

(b) “Affiliate” shall have the meaning attributed to it in the Canada Business Corporation Act, as amended.

(c) “Assets” means all tangible and intangible goods, chattels, improvements or other items including, without limiting generality, land, buildings, and equipment but excluding the Property, acquired for or made to the Property under the Head Agreement or this Agreement in connection with the Mining Operations.

(d) “Business day” means a day which is not Saturday or Sunday or a legal holiday in the Provinces of either Québec or Ontario.

(e) “Commercial Production” means the first day following the first fifteen (15) consecutive days during which (i) in the case of Minerals which are required to be processed or refined, Minerals have been processed (excluding bulk sampling) from the Property at an average rate not less than 70% of the initial rated mine production as specified in the Feasibility Report pursuant to which the Property was developed as a mine and (ii) in the case of Minerals which do not require processing or refining following extraction, Minerals are extracted on a commercial basis.

(f) “Completion Date” means the date on which it is demonstrated to the satisfaction of the Management Committee that the preparing and equipping of the Mine for Commercial Production is complete.

(g) “Construction” means every kind of work carried out during the Construction Period by the Operator in accordance with any Feasibility Report approved by the Management Committee.

(h) “Construction Period” means, unless the Production Notice is subsequently withdrawn, the period beginning on the date a Production Notice is given and ending on the Completion Date.

(i) “Costs” means, except as to Prior Exploration Costs, all items of outlay and expense whatsoever, direct or indirect, with respect to Mining Operations, recorded by the Operator in accordance with this Agreement. Without limiting generality, the following categories of Costs shall have the following meanings:

(i) “Construction Costs” means those Costs recorded by the Operator during the Construction Period, including, without limiting generality, the Operator’s fee contemplated in article 11;

(ii) “Exploration Costs” means those Costs recorded by the Operator during the Exploration Period, including, without limiting generality, the Operator’s fee contemplated in article 11;

(iii) “Mine Costs” means Construction Costs and Operating Costs;

-2-

Joint-Venture Agreement
Azimut Exploration Inc. & Northwestern Mineral Ventures Inc.

(iv) “Operating Costs” means those Costs recorded by the Operator subsequent to the Completion Date, including, without limiting generality, the Operator’s fee contemplated in article 11; and

(v) “Prior Exploration Costs” means the deemed expenditures of the parties under paragraph 7.12.

(j) “Exploration Period” means the period beginning on the Operative Date and ending the date an effective Production Notice is given.

(k) “Feasibility Report” means a Bankable Feasibility Report as defined in Schedule “C” of the Head Agreement.

(l) “Head Agreement” means the Property Option Agreement made between AZIMUT and NORTHWESTERN dated for reference January 24, 2007.

(m) “Interest” means an undivided beneficial percentage interest in the Property, the Assets and any Mine calculated, during the Exploration Period, according to article 3 and to article 7 and, subsequent to the Exploration Period, according to article 10.

(n) “Joint Operation” shall have the meaning attributed to it in paragraph 2.1.

(o) “Management Committee” means the committee established pursuant to article 4.

(p) “Mine” means the workings established and Assets acquired, including, without limiting generality, development headings, plant and concentrator installations, infrastructure, housing, airport and other facilities in or in order to bring the Property into commercial production in accordance with the Production Notice.

(q) “Minerals” means any and all ores (and concentrates derived therefrom) and minerals, precious and base, metallic and non-metallic, in, on or under the Property which may lawfully be explored for, mined or sold.

(r) “Mining Operations” means every kind of work done by the Operator:

(i) on or in respect of the Property in accordance with a Program or Production Notice; or

(ii) if not provided for in a Program or Production Notice, unilaterally and in good faith to maintain the Property in good standing, to prevent waste or to otherwise discharge any obligation which is imposed upon it pursuant to this Agreement and in respect of which the Management Committee has not given it directions;

-3-

Joint-Venture Agreement
Azimut Exploration Inc. & Northwestern Mineral Ventures Inc.

including, without limiting generality, investigating, prospecting, exploring, mapping, assessing, drilling, bulk sampling, property maintenance, preparing reports, estimates and studies, designing, equipping, improving, surveying, Construction and mining, milling, concentrating, rehabilitation, reclamation, and environmental protection and all other work usually considered to be prospecting, exploration, development and mining work including paying wages and salaries of persons engaged in such work and in supplying food, lodging, transportation and other reasonable needs of such persons, and paying rentals, renewal fees, taxes, insurance, and other governmental charges required to keep the Property in good standing.

(s) “Net Smelter Returns Royalty” will have the meaning attributed to that term in Appendix II.

(t) “Operating Plan” means the annual plan of Mining Operations submitted pursuant to paragraph 14.2.

(u) “Operative Date” means the date upon which this Agreement becomes effective.

(v) “Operator” means the party appointed as the operator of the Mining Operations in accordance with article 5.

(w) “Participant” means a party that is contributing to Exploration Costs or Mine Costs, as the case may be.

(x) “party” or “parties” means the parties to this Agreement and their respective successors and permitted assigns which become parties pursuant to this Agreement.

(y) “Prime Rate” means the rate of interest stated by the National Bank of Canada Main Office, Montreal, Québec, as being charged by it on Canadian Dollar demand loans to its most creditworthy domestic commercial customers.

(z) “Production Notice” means a notice which is given to each of the parties pursuant to paragraph 9.2.

(aa) “Program” means the work plan and budget of Mining Operations conducted during the Exploration Period and adopted pursuant to paragraph 7.2.

(bb) “Property” means the mineral properties that become subject to this Agreement on the Operative Date pursuant to the terms of the Head Agreement, any additional mineral properties that become part of the Property pursuant to this Agreement, the Minerals thereon, all information obtained from Mining Operations and those rights and benefits appurtenant to the Property that are acquired for the purpose of conducting Mining Operations.

-4-

Joint-Venture Agreement
Azimut Exploration Inc. & Northwestern Mineral Ventures Inc.

(cc) “Proportionate Share” means that share which is equal to a party’s percentage Interest, as adjusted from time to time hereunder.

(dd) “Simple Majority” means a decision made by the Management Committee by more than 50 percent of the votes represented and entitled to be cast at a meeting thereof.

(ee) “Yellow Cake Royalty” will have the meaning attributed to that term in Appendix II.

(ff) “$” means Canadian Dollars.

(gg) The words “article”, “paragraph”, “subparagraph”, “herein” and “hereunder” refer to this Agreement. The words “this Agreement” include every schedule or appendix attached hereto but exclude the Head Agreement.

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

1.2 The captions and the emphases of the defined terms have been inserted for convenience and do not define the scope of any provision.

2. FORMATION OF THE JOINT VENTURE

2.1 The parties hereby agree to associate and participate in a joint operation (herein called the “Joint Operation”) effective on the Operative Date for the purpose of exploring the Property and, if deemed warranted, bringing the Property or a portion thereof into Commercial Production by establishing and operating a Mine;

2.2 Except as expressly provided in this Agreement or the Head Agreement, each party shall have the right independently to engage in and receive full benefits from business activities, whether or not competitive with the Joint Operation, without consulting any other party. The doctrines of “corporate opportunity” or “business opportunity” shall not be applied to any other activity, venture or operation of any party and no party shall have any obligation to another party with respect to any opportunity to acquire any assets outside of the Property at any time, or within the Property after the termination of this Agreement, other than as expressly provided herein or in the Head Agreement. Unless otherwise agreed in writing, no party shall have any obligation to mill, beneficiate or otherwise treat any Minerals or any other party’s share of Minerals in any facility owned or controlled by such party.

-5-

Joint-Venture Agreement
Azimut Exploration Inc. & Northwestern Mineral Ventures Inc.

3. INTERESTS

3.1 Except as otherwise provided herein, the parties shall bear all Costs and all liabilities arising under this Agreement and shall own the Property, the Assets and any Mine all in proportion to their respective Interest.

3.2 On the Operative Date the respective Interests of the parties shall be equal to the respective Interests which the parties held under the Head Agreement as of the Operative Date. Following the exercise of the Second Option by Northwestern, the respective Interests of the parties shall be adjusted, as appropriate.

4. MANAGEMENT COMMITTEE

4.1 A Management Committee shall be established on or forthwith after the Operative Date. Except as herein otherwise provided, the Management Committee shall make all decisions in respect of Mining Operations;

4.2 Each party shall forthwith appoint one (1) representative to the Management Committee;

4.3 The Operator shall call a Management Committee meeting at least once every twelve (12) months, and, in any event within fourteen (14) days of being requested to do so by any representative;

4.4 The Operator shall give notice, specifying the time and place of, and the agenda for, each meeting of the Management Committee, to all representatives at least 20 days before the time appointed for the meeting;

4.5 Notice of a meeting of the Management Committee shall not be required if representatives of all the parties are present and unanimously agree upon the agenda;

4.6 A quorum for any Management Committee meeting shall be present if representatives of all the parties hereto are present. If a quorum is present at the meeting, the Management Committee shall be competent to exercise all of the authorities, powers and discretions herein bestowed upon it hereunder. The Management Committee shall not transact any business at a meeting unless a quorum is present at the commencement of the meeting. If no quorum is present at any meeting of the Management Committee, the meeting can be adjourned for a minimum of seven (7) days to a maximum of twenty-one (21) days, at which reconvened meeting, the presence of the representative of either party, will constitute quorum; A Program proposal shall be submitted by the Operator at least 7 business days before the date of the Management Committee meeting;

4.7 The Management Committee shall decide every question submitted to it by a vote with each representative being entitled to cast such number of votes as is equal to the Interest held by the party such representative represents. Other than as is expressly set out herein to the contrary, the Management Committee shall make decisions by Simple Majority. In the event of an equality of votes on any matter which cannot be resolved by agreement of

-6-

Joint-Venture Agreement
Azimut Exploration Inc. & Northwestern Mineral Ventures Inc.

the parties within a reasonable time not to exceed seven (7) days, a representative of an independent professional engineering firm acceptable to both parties, or failing an agreement, an individual appointed by the Canadian Commercial Arbitration Centre (or a successor or equivalent thereof) shall have a second and casting vote, provided the Management Committee shall have first placed before the person so appointed, all relevant submissions, documentation and data, which had been placed before the Management Committee in regard to the decision to be made. All proceedings shall be conducted in the English language;

4.8 The representative of the Operator shall be chairman and secretary of each Management Committee meeting;

4.9 The secretary of the Management Committee meeting shall take minutes of that meeting and circulate copies thereof to each representative;

4.10 The Management Committee may make decisions by obtaining the consent in writing of the representatives of each party. Any decision so made shall be as valid as a decision made at a duly called and held meeting of the Management Committee;

4.11 Management Committee decisions made in accordance with this Agreement shall be binding upon all parties;

4.12 Each party shall bear the expenses incurred by its representatives in attending meetings of the Management Committee;

4.13 The Management Committee may, by agreement of the representatives of all the parties, establish such other rules of procedure, not inconsistent with this Agreement, as the Management Committee deems fit;

5. OPERATOR

5.1 NORTHWESTERN shall act as Operator for as long as its Interest is 50% or more, subject to the provisions of subparagraph 12.3(ii) of the Head Agreement. If NORTHWESTERN’s Interest is less than 50%, the party with the highest Interest shall be the Operator;

5.2 The party acting as Operator may resign as Operator on at least 90 days’ notice to all the parties, in which case the other party may, in its sole discretion, elect to become Operator. If the other party does not make such election, then the Management Committee shall thereupon select another party to be Operator no later than the 90th day after receipt of the Operator’s notice of resignation;

5.3 The new Operator shall assume all of the rights, duties, liabilities and status of the previous Operator as provided in this Agreement. The new Operator shall have no obligation to hire any other employees of the former Operator resulting from this change of Operator;

-7-

Joint-Venture Agreement
Azimut Exploration Inc. & Northwestern Mineral Ventures Inc.

5.4 Upon ceasing to be Operator, the former Operator shall forthwith deliver to the person nominated for that purpose by the Management Committee, the custody of all Assets, Property, books, records, and other property both real and personal relating to this Agreement.

6. RIGHTS, DUTIES AND STATUS OF OPERATOR

6.1 The Operator in its operations hereunder shall be deemed to be an independent contractor. The Operator shall not act or hold itself out as agent for any of the parties nor make any commitments on their individual behalf unless specifically permitted by this Agreement or the Management Committee or directed in writing by a party;

6.2 Subject to any specific provision of this Agreement and subject to it having the right to reject any direction on reasonable ground by virtue of its status as an independent contractor, the Operator shall perform its duties hereunder in accordance with the directions of the Management Committee and in accordance with this Agreement;

6.3 The Operator shall manage and carry out such Mining Operations as the Management Committee may direct and in connection therewith shall, in advance if reasonably possible, notify the Management Committee of any change in Mining Operations which the Operator considers material;

6.4 The Operator shall have the sole and exclusive right and authority to manage and carry out all Mining Operations and to incur the Costs required for that purpose, including but not limited to the cost of retaining such subcontractors as its deems fit. In so doing the Operator shall (or shall through sub-contractors), unless it obtains the approval of the Management Committee to do otherwise:

(a) comply with the provision of all agreements or instruments of title under which the Property and/or Assets are held;

(b) pay all Costs properly incurred promptly as and when due;

(c) subject to article 36, keep the Property and Assets free of all liens and encumbrances (other than those, if any, in effect on the Operative Date, those the creation of which are permitted pursuant to this Agreement, or builder’s or mechanic’s liens) arising out of the Mining Operations and, in the event of any lien being filed as aforesaid, proceed with diligence to contest or discharge the same;

(d) prosecute claims or, where a defence is available, defend litigation arising out of the Mining Operations, provided that any Participant may join in the prosecution or defence at its own expense;

-8-

Joint-Venture Agreement
Azimut Exploration Inc. & Northwestern Mineral Ventures Inc.

(e) subject to paragraph 20.6, perform such assessment work or make payments in lieu thereof and pay such rentals, taxes or other payments and to all such other things as may be necessary to maintain the Property in good standing, including, without limiting generality, staking and restaking mineral claims, and applying for licenses, leases, grants, concessions, permits, patents and other rights to and interest in the Minerals;

(f) maintain accounts in accordance with the Accounting Procedure, provided that the judgement of the Operator as to matters related to the accounting, for which provision is not made in the Accounting Procedure, shall govern if the Operator’s accounting practices are in accordance with accounting principles generally accepted in the mining industry in Canada;

(g) perform its duties and obligations hereunder in a sound and workmanlike manner, in accordance with sound mining and engineering practices and in substantial compliance with all applicable federal, provincial, territorial and municipal laws, by-laws, ordinances, rules and regulations and this Agreement;

(h) submit draft Programs for each calendar year during the Exploration Period for consideration by the Management Committee by the November 30th of the year preceding such calendar year;

(i) report to the other party verbally on an as needed basis or if requested submit and deliver to the other party summary quarterly reports; and

(j) make such expenditures as it deems necessary for the protection of life, limb or property.

7. EXPLORATION PROGRAMS

7.1 The Operator shall prepare draft Programs for consideration by the Management Committee during the Exploration Period in accordance with subparagraph 6.4 (h) above. Each draft Program shall contain a statement in reasonable detail of the proposed Mining Operations and estimates of all Exploration Costs to be incurred during the calendar year in question. 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, at its own expense (unless such Program is subsequently adopted by the Management Committee, with or without modifications), and the non-Operator will submit such a Program to the Management Committee for its consideration;

7.2 The Management Committee shall review the Program prepared and, if it deems fit, adopt the Program with such modifications, if any, as the Management Committee deems necessary. The Operator shall be entitled to an allowance for a Cost overrun of 10 percent in addition to any budgeted Exploration Costs and any Costs so incurred shall be deemed to be included in the Program, as adopted;

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7.3 The Operator shall forthwith submit the adopted Program to the parties. Each party may, within 30 days of receipt of the Program, give notice to the Operator committing to contribute all or less than all of its Proportionate Share of the Exploration Costs on that Program. A party which fails to give that notice within the 30 day period shall be deemed to have elected not to contribute;

7.4 If any party has elected not to contribute to a Program or has elected to contribute less than its Proportionate Share to a Program, the amount to be contributed by the party who elected to contribute its respective full Proportionate Share shall be increased pro rata, subject to the right of such party to elect not to contribute more than the amount initially committed pursuant to paragraph 7.3 hereof, and the provisions of paragraph 7.12 shall apply;

7.5 The Operator shall be entitled to invoice each Participant:

(a) no more frequently than monthly, for its Proportionate Share of Exploration Costs incurred and paid by the Operator. The Operator may also submit other invoices relating to reconciliations, bills, accounts or other requests for payment in respect of any Exploration Costs made by the Operator under the Program or otherwise in accordance with this Agreement. Such invoices must set out the total amount incurred and/or paid, multiplied by the non-Operator’s Proportionate Share. Within 30 days of receipt of such invoice, the non-Operator shall pay the Operator the invoice amount;

(b) If the non-Operator elects to participate in a Program, the Operator may submit an invoice to the non-Operator 60 days preceding a calendar quarter in which Exploration Costs are to be incurred under a Program. The invoice must set out the estimated Exploration Costs under the Program for the immediately following calendar quarter, multiplied by the non-Operator’s Proportionate Share. Within 30 days of receipt of such invoice, the non-Operator shall pay the Operator the invoice amount;

(c) If the non-Operator fails to make any payment to the Operator under this paragraph 7.5 within any applicable 30 day payment period, the non-Operator shall make such payment together with an interest payment, calculated at the rate equal to the prime lending rate of the Royal Bank of Canada, Montreal Main Branch, on Canadian dollar commercial loans in effect at the date of default in payment, plus 5% per annum, for the period commencing on the expiry of 30 day payment period and terminating on the date that full payment is made. If the non-Operator fails to make full payment within 60 days of the payment period, paragraph 7.6 applies.

If a Participant protests the correctness of an invoice it shall nevertheless be required to make the payment.

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7.6 Default in Making Contributions

(a) If a Participant elects to contribute to an approved Program’s budget and then defaults in making a contribution or cash call under an approved Program, the non-defaulting Participant may, but is not obligated to, advance the defaulted contribution on behalf of the defaulting Participant and treat the same, together with any accrued interest, as a demand loan bearing interest from the date of the advance at the rate provided in subparagraph 7.5(c). The failure to repay said loan upon demand shall be a default.

(b) The Participants acknowledge that if a Participant defaults in making a contribution to an approved Program or an invoice under paragraph 7.5, or in repaying a demand loan under subparagraph 7.6(a), as required hereunder, it will be difficult to measure the damages resulting from such default. The Participants acknowledge that the damage to the non-defaulting Participant could be significant. In the event of such default, and provided that the non-defaulting Participant has contributed, but was not obligated to do so, at least 80% of the defaulting Participant’s share of the costs of the Program’s budget which amount has not been treated as a demand loan pursuant to Section 7.6(a) above, as reasonable liquidated damages, the non-defaulting Participant may, with respect to any such default not cured within thirty (30) days after notice to the defaulting Participant of such default, declare that the respective Interests of the Participants will be adjusted, in which event the Interest of the defaulting Participant will be recalculated first by reducing it by One Hundred and Fifty Percent (150%) of the amount that it would have been reduced pursuant to paragraph 7.12, if such Participant had elected not to contribute the amount by which it is in default. The Interest of the non-defaulting Participant shall thereupon become the difference between 100% and the recalculated Interest of the defaulting Participant.

7.7 Grant of Lien or Security Interest

(a) Each Participant grants to the other Participant a lien upon and a security interest in its Interest, including all of its right, title and interest in the Assets and the Participant’s share of products produced from the Property, whenever acquired or arising, and the proceeds from and accessions to the foregoing.

(b) The liens and security interests granted by subparagraph 7.7(a) above shall secure every obligation or liability of the Participant granting such lien or security interest created under this Agreement, including the obligation to repay a loan granted under subparagraph 7.6(a) above if applicable. Each Participant hereby agrees to take all action necessary to perfect such lien and security interests and hereby appoints the other Participant, its attorney in-fact, to execute, file and record all financing statements and other documents necessary to perfect or maintain such lien and security interests.

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7.8 Subordination of Interests

Each Participant shall, from time to time, take all necessary actions, including execution of appropriate agreements, to pledge and subordinate its Interest, any liens it may hold which are created under this Agreement, other than those created pursuant to paragraph 7.7 hereof, and any other right or interest it holds with respect to the Assets (other than any statutory lien of the Operator) to any secured borrowings for operations approved by the Management Committee.

7.9 The Operator shall expend all monies advanced by a Participant rateably with the advances of the other Participants. If the Operator suspends or prematurely terminates a Program, any funds advanced by a Participant in excess of that Participant’s Proportionate Share of Exploration Costs incurred prior to the suspension or premature termination shall be refunded forthwith;

7.10 If any Program is altered, suspended or terminated prematurely so that the Exploration Costs incurred on that Program as altered, suspended or terminated are less than 80 percent of the Exploration Costs originally proposed, any party which elected not to contribute to that Program shall be given notice of the alteration, suspension or termination by the Operator and shall be entitled to contribute its Proportionate Share of the Exploration Costs incurred on that Program by the payment thereof to the Operator within 30 days after receipt of the notice. If payment is not made by that party within the 30 days aforesaid it shall forfeit its right to contribute to that Program without a demand for payment being required to be made thereafter by the Operator or Management Committee;

7.11 Exploration Costs made by the Operator exceeding the Exploration Costs contemplated by the Program by less than 10% will be funded by the Participants in proportion to their Proportionate Shares. Exploration Costs made by the Operator exceeding the Exploration Costs contemplated by the Program by more than 10% will be funded solely by the Operator to the extent of any such excess over and above 10% of the Exploration Costs contemplated by the Program, unless otherwise agreed by the Participants in writing, or if deemed necessary by the Operator, acting reasonably, for protection of life, limb or property. Unless otherwise agreed by the Participants in writing or if deemed necessary by the Operator, acting reasonably, for protection of life, limb or property, any such payments exceeding the Exploration Costs contemplated by the Program by more than 10% which are made by either the Operator or non-Operator will not form part of the calculations used to determine the Proportionate Shares of the Participants in accordance with paragraph 7.12;

7.12 If a party elected not to contribute to the Exploration Costs of any Program, or elected to contribute less than its full Proportionate Share of such Program, or fails to contribute its full Proportionate Share of such Program, the Interest of that party shall be decreased and the Interest of each Participant contributing in excess of its Proportionate Share of the Exploration Costs shall be increased so that, subject to paragraph 7.13, at all times during the Exploration Period the Interest of each party will be that percentage which is

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equivalent to its Exploration Costs and Prior Exploration Costs expressed as a percentage of the Exploration Costs and Prior Explorations Costs of all parties. Notwithstanding the foregoing but subject to paragraph 7.13 hereof, the party whose Interest has been reduced shall be entitled to receive details of and to contribute to future Programs to the extent of its then Interest. On the Operative Date, the parties’ respective Interest and Prior Exploration Costs shall be deemed to be as follows:

(a) if NORTHWESTERN has exercised the First Option as set forth in paragraph 1.1 of the Head Agreement:

	Prior Exploration and Exploration Costs	Interest
NORTHWESTERN	$2,600,000	50%
AZIMUT	$2,600,000	50%

(b) if NORTHWESTERN has exercised the Second Option as set forth in paragraph 2.6 of the Head Agreement:

	Prior Exploration Costs	Interest
NORTHWESTERN	$4,828,571	65%
AZIMUT	$2,600,000	35%

7.13 (a) If the effect of the application of paragraph 7.12 is to reduce the Interest of any party to less than 10%, the Joint Venture will terminate, such party shall then be deemed to have assigned and conveyed its Interest to the other Participant and shall be entitled to receive as its sole remuneration and benefit in consideration of that assignment and conveyance, either a two percent (2%) Net Smelter Returns Royalty (in the case of precious or base metals) or a one percent (1%) Yellow Cake Royalty (in the case of uranium oxide) calculated and paid in accordance with Appendix II. The Joint Operation shall be automatically terminated upon such assignment and conveyance, and the party whose Interest has thereby been assigned and conveyed shall then have no further opportunity or obligation to contribute to any Program.

(b) The party that owns the royalty interests contemplated herein, hereby agrees to grant to the other party the exclusive option to purchase, either or both,

(i) one-half (1/2) of the Net Smelter Returns Royalty (being a 1% Net Smelter Returns Royalty), and

(ii) the one percent (1%) Yellow Cake Royalty referred to this paragraph 7.13

in consideration of the payment of $1,000,000 for each such one percent (1%) royalty interest.

The royalties contemplated herein are separate and in addition to the 2% Yellow Cake Royalty retained by AZIMUT pursuant to paragraph 2.4 of the Head Agreement.

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8. FEASIBILITY REPORT

8.1 Upon the completion of a Feasibility Report which recommends commencement of Commercial Production, the Operator shall present the Feasibility Report to the Participants. A meeting of the Management Committee shall be convened to approve the Program and budget based on the Feasibility Report (the “FR Program and Budget”). At least sixty (60) days prior to such meeting of the Management Committee, the proposed FR Program and Budget shall be prepared by the Operator and submitted to the Participants. Within thirty (30) days of receipt of the FR Program and Budget, the Participants may submit written comments to the Operator detailing revisions or modifications that they would like to have made to the FR Program and Budget. If such written comments are received, the Operator, working with the other Participant and the authors of the Feasibility Report, shall seek for a period of time not to exceed twenty (20) days, to develop a revised FR Program and Budget acceptable to both Participants. The Operator shall submit any revised FR Program and Budget to the Participants at least ten (10) days prior to the meeting of the Management Committee to consider the proposed FR Program and Budget. The adoption of the FR Program and Budget shall require a vote of at least sixty percent (60%) approval.

8.2 Feasibility Report Alternate Program and Budget

If the Participants do not approve the FR Program and Budget as set out in paragraph 8.1, a Participant may propose further revisions or modifications to the FR Program and Budget (the “Alternate FR Program and Budget”) and repeat the procedure set out in paragraph 8.1 and if no approval is then obtained, the Participant who proposed the Alternate FR Program and Budget may then proceed at its own cost and expense to place the Property into Commercial Production based on the Alternate FR Program and Budget. If the Property is placed into Commercial Production based on the Alternate FR Program and Budget, the Participant who pays all the costs and expenses of placing the Property into Commercial Production shall be entitled to recover two hundred percent (200%) of its costs, and after recovery of such costs the Participating Interests of the Participants shall revert to the amounts held by each Participant prior to the commencement of the Alternate FR Program and Budget.

8.3 Operator Given Authority to Arrange Project Financing

Upon approval of a FR Program and Budget, the Management Committee will authorize the Operator to use its commercially reasonable efforts to arrange the financing relating to placing the Property, or a portion thereof, into Commercial Production (the “Project Financing”) on behalf of all the Participants, but subject to their separate approval as to the terms of such Project Financing, such approval not to be unreasonably withheld.

8.4 Encumbrances

Neither of the Participants shall pledge, mortgage, nor otherwise create an encumbrance on its Interest in this Agreement or the Assets except for the purpose of securing the Project Financing

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as set forth in article 12, including its share of funds for development or Mining Operations. The right of a Participant to grant such encumbrance shall be subject to the condition that the holder of the encumbrance (“Chargee”) first enters into a written agreement with the other Participant, in a form acceptable to that Participant, acting reasonably, which provides:

1.1.1. the Chargee shall not enter into possession or institute any proceedings for foreclosure or partition of the encumbering Interest and that such encumbrance shall be subject to the provisions of this Agreement;

1.1.2. the Chargee’s remedies under the encumbrance shall be limited to the sale of the whole (but only of the whole) of the encumbering Participant’s Interest to the other Participant, or, failing such a sale, at a public auction to be held at least 45 days after prior notice to the other Participant, such sale to be subject to the purchaser entering into a written agreement with the other Participant whereby such purchaser assumes all obligations of the encumbering Participant under the terms of this Agreement. The price of any pre-emptive sale to the other Participant shall be the remaining principal amount of the loan plus accrued interest and related expenses, and such pre-emptive sale shall occur within sixty (60) days of the Chargee’s notice to the other Participant of its intent to sell the encumbering Participant’s Interest. Failure of a sale to the other Participant to close by the end of such period, unless failure is caused by the encumbering Participant or by the Chargee, shall permit the Chargee to sell the encumbering Participant’s Interest at a public sale; and

1.1.3. the charge shall be subordinate to any then-existing debt, including Project Financing previously approved by the Management Committee, encumbering the transferring Participant’s Interest.

8.5 Financing

The Participants agree to cooperate fully with each other and the Operator to assist in securing all financings necessary to carry out any FR Program and Budget that has been approved by the Management Committee.

9. PRODUCTION NOTICE

9.1 The Operator shall call a Management Committee meeting to consider the Feasibility Report for a date no later than six months after the Feasibility Report was provided to each of the parties;

9.2 The Management Committee shall consider the Feasibility Report prepared and may approve the FR Program and Budget, with such modifications, if any, as it considers necessary or desirable. If a FR Program and Budget is approved as aforesaid and the Operator has been successful in arranging the Project Financing, the Management Committee shall forthwith cause a Production Notice to be given to each of the parties by

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the Operator stating that the Management Committee intends to establish and bring a Mine into production in conformity with the FR Program and Budget as so approved.

10. ELECTION TO CONTRIBUTE

10.1 Each party with an Interest may, within 120 days of the receipt of the Production Notice, give the Operator notice committing to contribute its Proportionate Share of Mine Costs;

10.2 If any party fails to give notice pursuant to paragraph 10.1, that party shall forfeit the right to contribute to Mine Costs and shall suffer dilution and conversion of its Interest as provided in this paragraph. Those parties which elected to contribute as aforesaid may thereupon elect to increase their contribution to the Mine Costs, if more than one party then in proportion to their respective Interest, by the amount which any party has declined to contribute. If elections are made so that Mine Costs are fully committed:

(a) the Interest of each Participant shall be increased and that of each non-Participant shall be decreased so that the Interest of each party at all times is that percentage which is equivalent to

(i) the sum of its Exploration Costs, its Prior Exploration Costs and its contribution to Mine Costs;

divided by

(ii) the sum of the total Exploration Costs, total Prior Exploration Costs and the total Mine Costs of all the parties;

multiplied by

(iii) 100;

each non-Participant shall have its Interest adjusted accordingly. A Party whose Interest has been reduced but is still 10% or more will be entitled to receive details and will be offered the right to contribute to future Programs to the extent of its Proportionate Share.

10.3 If, after the operation of paragraph 10.2, Mine Costs are not fully committed the Production Notice shall be deemed to be withdrawn.

11. OPERATOR’S FEE

11.1 The Operator may charge the following sums in return for its head office overhead functions which are not charges directly:

(a) with respect to Programs during the Exploration Period, an administrative fee of five percent (5%) on contract work and ten percent (10%) on internal work;

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(b) with respect to Mine development during the Construction Period: two percent (2%) of all Construction Costs;

(c) Subsequent to the Completion Date: two percent (2%) of all Costs incurred after the Completion Date.

12. MINE FINANCING

12.1 The contributions of the Participants toward the Mine Costs shall be individually and separately provided by them.

12.2 Any party may pledge, mortgage, charge or otherwise encumber its Interest in order to secure moneys borrowed and used by that party for the sole purpose of enabling it to finance its participation under this Agreement or in order to secure by way of floating charge as a part of the general corporate assets of that party moneys borrowed for its general corporate purposes, provided that the pledgee, mortgagee, holder of the charge or encumbrance (in this paragraph called the “Chargee”) shall hold the same subject to the provisions of this Agreement and that if the Chargee realises upon any of its security it will comply with this Agreement. Upon delivery to the Operator of evidence reasonably satisfactory to the Operator that the Chargee requires to record its charge against the Interest of the borrower, the Operator shall cause title to the Property to be recorded in the names of the individual parties. All costs of such a reconveyance, and the subsequent additional costs if the respective Interests should vary, shall be borne by the borrower alone. The agreement between the party hereto, as borrower, and the Chargee shall contain specific provisions to the same effect as the provisions of this paragraph.

13. CONSTRUCTION

13.1 Subject to paragraphs 10.2 and 10.3 the Management Committee shall cause the Operator to, and the Operator shall, proceed with Construction with all reasonable dispatch after a Production Notice has been given. Construction shall be substantially in accordance with the Feasibility Study subject to any variations proposed in the Production Notice, and subject also to the right of the Management Committee to cause such other reasonable variations in Constructions to be made as the Management Committee deems advisable.

14. OPERATION OF THE MINE

14.1 Commencing on the Completion Date, all Mining Operations shall be planned and conducted and all estimates, reports and statements shall be prepared and made on the basis of a calendar year;

14.2 With the exception of the year in which the Completion Date occurs, an Operating Plan for each calendar year shall be submitted by the Operator to the Participants not later than September 30 in the year immediately preceding the calendar year to which the Operating Plan relates. Each Operating Plan shall contain the following:

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(a) a plan for the proposed Mining Operations;

(b) a detailed estimate of all Mine Costs plus a reasonable allowance for contingencies;

(c) an estimate of the quantity and quality of the ore to be mined and the concentrates or metals or other products and by-products to be produced; and

(d) such other facts as may be necessary to reasonably illustrate the results intended to be achieved by the Operating Plan during the year. Upon request of any Participant the Operator shall meet with that Participant to discuss the Operating Plan and shall provided such additional or supplemental information as that Participant may reasonably require with respect thereto.

14.3 The Management Committee shall adopt each Operating Plan, with such changes as it deems necessary, by October 31 in the year immediately preceding the calendar year to which the Operating Plan relates; provided, however, that the Management Committee may from time to time and at any time amend any Operating Plan;

14.4 The Operator shall be entitled to include in the estimate of Mine Costs referred to in subparagraph 14.2(b) hereof the reasonably estimated costs of satisfying continuing obligations that may remain after this Agreement terminates, in excess of amounts actually expended. Such continuing obligations are or will be incurred as a result of the Joint Operation and shall include such things as monitoring, stabilisation, reclamation or restoration obligations, severance and other employee benefit costs, costs relating to environmental protection, rehabilitation and de-commissioning and all other obligation incurred or imposed as a result of the Joint Operation which continue or arise after termination of this Agreement and settlement of all accounts. The amount accrued from time to time for the satisfaction of such continuing obligations shall be classified as Costs hereunder but shall be segregated into a separate account.

15. PAYMENT OF MINE COSTS

15.1 The Operator may invoice each Participant, from time to time, for that Participant’s Proportionate Share of Mine Costs incurred to the date of the invoice, or at the beginning of each month for an advance equal to the Participant’s Proportionate Share of the estimated cash disbursements to be made during the month. Each Participant shall pay its Proportionate Share of Mine Costs or the estimated cash disbursements aforesaid to the Operator within 30 days after receipt of the invoice. If the payment or advance requested is not so made, the amount of the payment or advance shall bear interest calculated monthly not in advance from the 30th day after the date of receipt of the invoice thereof by that Participant at a rate equivalent to the weighted average Prime Rate for the month plus two percent until paid. The Operator shall have a lien on each Participant’s Interest in order to secure that payment or advance together with interest which has accrued thereon, until such payment or advance together with accrued interest has been repaid in full;

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15.2 If any Participant fails to pay an invoice contemplated in paragraph 15.1 within the 30-day period aforesaid, the Operator may, by notice, demand payment. If no payment is made within 60 days of the Operator’s demand notice, the Operator may enforce its lien and realize on the security without any further notice to or demand on the defaulting Participant.

16. DISTRIBUTION IN KIND

16.1 It is expressly intended that, upon implementation of any Production Notice hereunder, the association of the parties hereto shall be limited to the efficient production of Minerals from the Property and that each of the parties shall be entitled to use, dispose of or otherwise deal with its Proportionate Share of Minerals as it sees fit. Each Participant shall take in kind, f.o.b. truck or railcar on the Property, and separately dispose of its Proportionate Share of the Minerals produced from the Mine. Extra costs and expenses incurred by reason of the Participants taking in kind and making separate dispositions shall be paid by each Participant directly and not through the Operator or Management Committee;

16.2 Each Participant shall construct, operate and maintain, all at its own cost and expense, any and all facilities which may be necessary to receive and store and dispose of its Proportionate Share of the Minerals at the rate the same are produced;

16.3 If a Participant has not made the necessary arrangement to take in kind and store its share of production as aforesaid the Operator shall, at the sole cost and risk of that Participant store, in any location where it will not interfere with Mining Operations, the production owned by the Participant. The Operator and the other parties shall be under no responsibility with respect thereto. All of the costs involved in arranging and providing storage shall be billed directly to, and be the sole responsibility of the Participant whose share of production is so stored. The Operator’s charges for such assistance and any other related matters shall be billed directly to and be the sole responsibility of the Participant. All such billings shall be subject to the provisions of paragraphs 15.1 and 15.2 hereof.

17. SURRENDER OF INTEREST

17.1 Any party may, at any time upon notice, surrender its entire Interest to the other parties by giving those parties notice of surrender;

The notice of surrender shall:

(a) indicate a date for surrender not less than three months after the date on which the notice is given; and

(b) contain an undertaking that the surrendering party will:

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(i) satisfy its Proportionate Share, based on its then Interest, of all obligations and liabilities which arose at any time prior to the date of surrender;

(ii) if the Operator has not included in Mine Costs the costs of continuing obligations as set out in paragraph 14.4 hereof, pay on the date of surrender its reasonably estimated Proportionate Share, based on the surrendering party’s then Interest, of the Costs of rehabilitating the Mine site and of reclamation as at the date of surrender; and

(iii) hold in confidence, for a period of two years from the date of surrender, all information and data which it acquired pursuant to this Agreement.

17.2 Upon the surrender of its entire Interest as contemplated in paragraph 17.1 and upon delivery of a release in writing, in form acceptable to counsel for the Operator, releasing the other parties from all claims and demands hereunder, the surrendering party shall be relieved of all obligations or liabilities hereunder except for those which arose or accrued or were accruing due on or before the date of the surrender.

17.3 A party to whom a notice of surrender has been given as contemplated in paragraph 17.1 may elect, by notice within 90 days to the party which first gave the notice to accept the surrender, in which case paragraphs 17.1 and 17.2 shall apply, or to join in the surrender. If all of the parties join in the surrender the Joint Operation shall be terminated in accordance with article 18.

18. TERMINATION OF MINING OPERATIONS

18.1 The Operator may, at any time subsequent to the Completion Date, on at least 30 days notice to all Participants, recommend that the Management Committee approve that the Mining Operations be suspended. The Operator’s recommendation shall include a plan and budget (in this article 18 called the “Mine Maintenance Plan”), in reasonable detail, of the activities to be performed to maintain the Assets and Property during the period of suspension and the Costs to be incurred. The Management Committee may, at any time subsequent to the Completion Date, cause the Operator to suspend Mining Operations in accordance with the Operator’s recommendation with such changes to the Mine Maintenance Plan as the Management Committee deems necessary. The Participants shall be committed to contribute their Proportionate Share of the Costs incurred in connection with the Mine Maintenance Plan. The Management Committee may cause Mining Operations to be resumed at any time;

18.2 The Operator may, at any time following a period of at least 90 days during which Mining Operations have been suspended, upon at least 30 days notice to all Participants, recommend that the Management Committee approve the permanent termination of Mining Operations. The Operator’s recommendation shall include a plan and budget (in this article 18 called the “Mine Closure Plan”), in reasonable detail, of the activities to be performed to close the Mine and reclaim the Property. The Management Committee may, by unanimous approval of the representatives of all Participants, approve the

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Operator’s recommendation with such changes to the Mine Closure Plan as the Management Committee deems necessary;

18.3 If the Management Committee approves the Operator’s recommendation as aforesaid in section 18.2, it shall cause the Operator to:

(a) implement the Mine Closure Plan, whereupon the Participants shall be committed to pay, in proportion to their respective Interests, such Costs as may be required to implement that Mine Closure Plan;

(b) remove, sell and dispose of such Assets as may reasonably be removed and disposed of profitably and such other Assets as the Operator may be required to remove pursuant to applicable environmental and mining laws; and

(c) sell, abandon or otherwise dispose of the Property.

The disposal price for the Assets and the Property shall be the best price obtainable and the net revenues, if any, from the removal and sale shall be credited to the Participants in proportion to their respective Interests at such time;

18.4 If the Management Committee does not approve the Operator’s recommendation contemplated in paragraph 18.2, the Operator shall suspend Mining Operations in accordance with the Mine Maintenance Plan as pursuant to paragraph 18.1.

19. THE PROPERTY

19.1 Title to the Property shall be held in the name of the Operator in trust for the parties in proportion to their Interests as adjusted from time to time during the currency of this Agreement. Each of the parties shall have the right to receive, forthwith upon making demand therefor from the Operator, such documents as it may reasonably require to confirm its Interest. A non-Operator shall be entitled to record a memorandum of this Agreement in the office of the applicable governmental agency in order to provide public notice of its Interest and of its interest in this Agreement.

20. AREA OF COMMON INTEREST

20.1 The area of common interest shall be the Area of Common Interest as defined in paragraph 18.1 of the Head Agreement;

20.2 Except as to renewals or improvements entitled to mineral claims or mineral rights held by a party prior to the Operative Date which have not been added to the Property, at any time during the currency of this Agreement, any party (in this paragraph only called the “Acquiring Party”) stakes or otherwise acquires, directly or indirectly, any right to or interest in any claim, license, lease, grant, concession, permit, patent, or other mineral property interest located wholly or partly within the Area of Common Interest referred to in subparagraph 20.1, the Acquiring Party shall forthwith give notice to the other party of

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that staking or acquisition, the total cost thereof and all details in the possession of that party with respect to the details of the acquisition, the nature of the property and the known mineralization;

20.3 The other party may, within thirty (30) days of receipt of the Acquiring Party’s notice, elect, by notice to the Acquiring Party, to require that the mineral properties and the right or interest acquired be included in and thereafter form part of the Property for all purposes of this Agreement;

20.4 If the election aforesaid is made, the other party shall reimburse the Acquiring Party for that portion of the cost of acquisition which is equivalent to their respective Interests;

20.5 If the other party does not make the election aforesaid within that period of thirty (30) days, the right or interest acquired shall not form part of the Property and the Acquiring Party shall be solely entitled thereto;

20.6 Notwithstanding subparagraph 6.4(e), the Operator shall be entitled, at any time and from time to time to surrender all or any part of the Property or to permit the same to lapse, but only upon first either obtaining the unanimous consent of the Management Committee, or giving sixty (60) days notice of its intention to do so to the other party. In this later event, the other party shall be entitled to receive from the Operator, on request prior to the date of the surrender or lapse, a conveyance of that portion of the Property intended for surrender or lapse, together with copies of any plans, essay maps, drill records and factual engineering data in the Operator’s possession and relevant thereto. Any part of the Property so acquired shall cease to be subject to this Agreement and shall not be subject to paragraph 20.2. Any part of the Property which has not be so acquired by the other party shall remain subject to paragraph 20.2.

21. INFORMATION DATA

21.1 At all times during the currency of this Agreement the duly authorised representatives of each Participant shall, at its and their sole risk and expense and at reasonable intervals and times, have access to the Property and to all technical records and other factual engineering data and information relating to the Property which is in the possession of the Operator;

21.2 During the Exploration Period while Programs are being carried out, the Operator shall furnish the Participants with quarterly summary reports and with a final report at the conclusion of each Program. At the end of the Mining Operations period, a final report shall be submitted showing the Mining Operations performed and the results obtained and shall be accompanied by a statement of Costs and copies of pertinent plans, assay maps, diamond drill records and other factual engineering data. During the Construction Period the Operator shall provide quarterly summary reports to the Participants, which reports shall include information on any changes or developments affecting the Mine that the Operator considers are material;

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21.3 All information and data concerning or derived from the Property shall be kept confidential and, except to the extent required by law or by regulation of any stock exchange, securities regulatory authority or commission, or other government authority shall not disclosed to any person other than an Affiliate or a legal, financial, mining or accounting advisor without the prior consent of all the Participants, which consent shall not unreasonably be withheld;

21.4 The text of any news release or other public statements which a party desires to make with respect to the Property shall be made available to the other parties prior to publication and the other parties shall have the right to make suggestions for changes therein. If no comment is received within 24 hours, the news release shall be deemed approved. Notwithstanding any other provision hereof, nothing here shall operate so as to restrict a party from taking any action required by applicable law or the rules of any applicable Stock Exchange.

22. LIABILITY OF THE OPERATOR

22.1 Subject to paragraph 22.2, each party shall indemnify and save the Operator harmless from and against any loss, liability, claim, demand, damage, expense, injury, or death (including, without limiting the generality of the foregoing, legal fees) resulting from any acts or omissions of the Operator or its officers, employees or agents;

22.2 Notwithstanding paragraph 22.1, the Operator shall not be indemnified nor held harmless by any of the parties for any loss, liability, claim, damage, expense, injury or death, (including, without limiting the generality of the foregoing, legal fees) resulting from the gross negligence or wilful misconduct of the Operator or its officers, employee or agents;

22.3 An act or omission of the Operator or its officers, employees or agents done or omitted to be done:

(a) at the direction, or within the scope of the direction, of the Management Committee; or

(b) with the concurrence of the Management Committee; or

(c) unilaterally and in good faith by the Operator to protect life or property;

shall be deemed not to be gross negligence or wilful misconduct.

22.4 The obligation of the other parties to indemnify and save the Operator harmless pursuant to paragraph 22.1 shall be in proportion to its Interest as at the date that the loss, liability, claim, demand, damage, expense, injury or death occurred or arose;

22.5 The Operator shall not be liable to any other party nor shall any party be liable to the Operator in contract, tort or otherwise for special or consequential damages, including without limiting the generality of the foregoing, loss of profits or revenues.

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Azimut Exploration Inc. & Northwestern Mineral Ventures Inc.

23. INSURANCE

23.1 Commencing on the Operative Date, the Management Committee shall cause the Operator to place and maintain with a reputable insurer or insurers such insurance, as the Management Committee in its discretion deems advisable in order to protect the parties together with such other insurance as any Participant may by notice reasonably request. The certificate of insurance shall show the non-Operator as a named insured and the Operator shall provide each Participant with a copy of such certificate;

23.2 Paragraph 23.1 shall not preclude any party from placing, for its own account insurance for greater or other coverage than that placed by the Operator.

24. RELATIONSHIP OF PARTIES

24.1 The rights, duties, obligations and liabilities of the parties shall be several and not joint nor joint and several, it being the express purpose and intention of the parties that their respective Interests shall be held as tenants in common;

24.2 Nothing herein contained shall be construed as creating a partnership of any kind or as imposing upon any party any partnership duty, obligation or liability to any other party hereto;

24.3 No party shall, except when required by this Agreement or by any law, by-law, ordinance, rule, order or regulation, use, suffer or permit to be used, directly or indirectly, the name of any other party for any purpose related to the Property, nor shall any party have the authority to act for or to assume any obligation or responsibility on behalf of the other party other than as expressly set forth herein.

25. PARTITION

25.1 Each of the parties hereto waives, during the term of this Agreement, any right to partition of the Property or Assets or any part thereof and no party shall seek to be entitled to partition of the Property or the Assets whether by way of physical partition, judicial sale or otherwise during the term of this Agreement.

26. TAXATION

26.1 All Costs incurred hereunder shall be for the account of the party or parties making or incurring the same, if more than one then in proportion to their respective Interests, and each party on whose behalf any Costs have been incurred shall be entitled to claim all tax benefits, write-offs, and deductions with respect thereto.

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Joint-Venture Agreement
Azimut Exploration Inc. & Northwestern Mineral Ventures Inc.

27. FORCE MAJEURE

27.1 (a) Notwithstanding anything herein contained to the contrary, if any Participant is prevented from or delayed in performing any obligation under this Agreement, and such failure is occasioned by an act of Force Majeure, as hereinafter defined, then, subject to paragraph 27.2, the time for the observance of the condition or performance of the obligation in question shall be extended for a period equivalent to the total period the cause of the prevention or delay persists or remains in effect regardless of the length of such total period;

(b) An act of Force Majeure shall mean a circumstance where the performance of an obligation by a party is prevented by any cause, whether foreseeable or unforeseeable, beyond the reasonable control of the party (except for the inability of the party to raise financing or the financial circumstances of the party), 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 party to conduct its exploration or development 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 or the financing thereof;

27.2 Any party hereto claiming suspension of its obligations as aforesaid shall promptly notify the other parties to that effect and shall take all reasonable steps to remove or remedy the cause and effect of the Force Majeure described in the said notice insofar as it is reasonably able to do and as soon as possible; provided that the terms of settlement of any labour disturbance or dispute, strike or lockout shall be wholly in the discretion of the party claiming suspension of its obligations by reason thereof; and that party shall not be required to accede to the demands of its opponents in any such labour disturbance or dispute, strike, or lockout solely to remedy or remove the Force Majeure thereby constituted;

27.3 The extension of time for the observance of conditions or performance of obligations as a result of Force Majeure shall not relieve the Operator from its obligations to keep the Property in good standing.

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Joint-Venture Agreement
Azimut Exploration Inc. & Northwestern Mineral Ventures Inc.

28. NOTICE

28.1 All invoices, notices, consents and demands under this Agreement shall be in writing and may be delivered personally, sent by telegram, fax or telex or may be forwarded by first class prepaid registered mail to the address for each party set out herein or to such addresses as each party set out herein, any notice delivered or sent by telegraph, fax or telex shall be deemed to have been given and received on the business day next following the date of delivery. Any notice mailed as aforesaid shall be deemed to have been given and received on the fifth business day following the date it is posted, provided that if between the time of mailing and the actual receipt of the notice there shall be a mail strike, slowdown or other labour dispute which affects delivery of the notice by mails, then the notice shall be effective only if actually delivered.

29. WAIVER

29.1 No waiver of any breach of this Agreement shall be binding unless evidenced in writing executed by the party against whom charged. Any waiver shall extend only to the particular breach so waived and shall not limit any rights with respect to any future breach.

30. AMENDMENTS

30.1 Except for the Head Agreement, this Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and any amendment or variation of this Agreement shall only be binding upon a party if evidenced in writing executed by that party. In the event of a conflict between the provision of this agreement and the Head Agreement, the provisions of the Head Agreement shall prevail.

31. TERM

31.1 Unless earlier terminated by: (i) agreement of all parties having an Interest, (ii) as a result of one party acquiring a 100 percent Interest and a 100 percent interest in the net proceeds of production or (iii) pursuant to section 7.13 hereof, the Joint Operation and this Agreement shall remain in full force and effect for so long as any party has any right, title or interest in the Property. Termination of this Agreement shall not, however, relieve any party from any obligations theretofore accrued but unsatisfied, nor from its obligations with respect to rehabilitation of the Mine site and reclamation costs, if any.

32. TIME OF ESSENCE

32.1 Time is of the essence in the performance of this Agreement.

33. SUCCESSORS AND ASSIGNS

33.1 This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

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34. GOVERNING LAW

34.1 This Agreement shall be governed by and interpreted in accordance with the laws of the Province of Québec.

35. ARBITRATION

35.1 If there is any disagreement, dispute or controversy (hereinafter collectively called a “dispute”) between the parties with respect to any matter arising under this Agreement or the construction hereof, then the dispute shall be determined by arbitration in accordance with the following procedures:

(a) the parties to the dispute shall appoint a single mutually acceptable arbitrator. If the parties cannot agree upon a single arbitrator, then the party on one side of the dispute shall name an arbitrator, and give notice thereof to the party on the other side of the dispute;

(b) the party on the other side of the dispute shall within 14 days of the receipt of notice, name an arbitrator; and

(c) the two arbitrators so named shall, within seven days of the naming of the later of them, name a third arbitrator.

If the party on either side of the dispute fails to name its arbitrator within the allotted time, then the arbitrator named may make a determination of the dispute except as expressly provided in this paragraph, the arbitration shall be conducted in English in Montreal, Québec and in accordance with the Code of Civil Procedure (Québec). The decision shall be made within 30 days following the naming of the latest of them, and shall be conclusive and binding upon the parties. The costs of arbitration shall be borne by the parties to the dispute unless otherwise determined by the arbitrator(s) in the award.

36. ASSIGNMENT – RIGHT OF FIRST REFUSAL

36.1 No party shall sell, assign, mortgage, pledge, encumber or transfer all or part of its Interest under this Agreement, except: (a) to secure a loan to fund Project Financing as set out in paragraph 8.4, expenditures hereunder; or, (b) as otherwise expressly permitted under this Agreement, without first having offered same to the other party in writing on terms (“Offering Notice”) which shall include a cash consideration or a consideration which has a cash alternative. If the other party does not elect to acquire the offering party’s interest hereunder within sixty (60) days thereafter, the offering party shall then have the right to transfer its Interest to a third party without further restriction on the same terms as offered to the other party hereunder within sixty (60) days following such declination, failing which the terms of this subparagraph 36.1 shall again come into effect with respect to the offering party’s Interest hereunder;

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Joint-Venture Agreement
Azimut Exploration Inc. & Northwestern Mineral Ventures Inc.

36.2

Any permitted transfer under this article 36, if to a transferee who is not a party, shall not be effective until execution by that transferee of a Deed of Assumption assuming all rights, obligations, duties and liabilities of the transferor under this Agreement from the date of transfer. Such assumption shall not affect the transferor’s antecedent liability hereunder unless otherwise agreed in writing by all of the other parties;36.3 Subparagraph 36.1 hereof shall not apply to a transfer where such transfer is (a) made by any party to an Affiliate of such party of all or part of such party’s Interest; (b) made by any party of all or part of such party’s Interest as a result of a merger, consolidation, amalgamation or reorganization of such party; or (c) the acquisition by a third party of greater than 50% of the total outstanding voting securities of either party hereto;

36.3

Subparagraph 36.1 hereof shall not apply to a transfer where such transfer is (a) made by any party to an Affiliate of such party of all or part of such party’s Interest; (b) made by any party of all or part of such party’s Interest as a result of a merger, consolidation, amalgamation or reorganization of such party; or (c) the acquisition by a third party of greater than 50% of the total outstanding voting securities of either party hereto;

36.4 Neither party shall create any encumbrance on the Property or Assets without consent of other, which shall not be unreasonably withheld.

37. REPRESENTATIONS AND WARRANTIES OF THE PARTIES

37.1 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;

(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;

(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

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Agreement have been duly authorized by all necessary corporate action on its part; and

(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.

37.2 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.

37.3 The representations and warranties contained in this Article 37 shall survive the execution and delivery of this Agreement and shall continue in full force and effect for a period of two years following the conclusion of the Mining Operations.

38. MUTUAL IDEMNIFICATIONS

38.1 Each of the parties covenants and agrees to indemnify the other party (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”) such 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 any optional matter hereunder) 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.

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Joint-Venture Agreement
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38.2 For greater certainty and without limiting the generality of the foregoing, the parties acknowledge and agree that the NORTHWESTERN shall not be responsible for any environmental or other liabilities accrued on the Property prior to the effective date of the Head Agreement, and AZIMUT hereby agrees to indemnify and hold harmless NORTHWESTERN and all of its directors, officers, servants, agents and employees, together with the successors, assigns, administrators, executors, heirs and all other legal representatives of NORTHWESTERN, in connection with such matters.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

Azimut Exploration Inc.

Authorized Signing Officer

Northwestern Mineral Ventures Inc.

Authorized Signing Officer

This is page 30 to an agreement made as of the day of ______, 200___ between Azimut Exploration Inc. of the first part, and Northwestern Mineral Ventures Inc. of the second part.

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THIS IS APPENDIX I TO THAT CERTAIN AGREEMENT

AZIMUT EXPLORATION INC. OF THE FIRST

PART AND NORTHWESTERN MINERAL VENTURES INC. OF THE

SECOND PART AS OF THE _______ DAY

OF ______________, 200

ACCOUNTING PROCEDURE

1. INTERPRETATION

1.1 In this Appendix I the following words, phrases and expressions shall have the following meanings:

(a) “Agreement” means the Agreement to which this Accounting Procedure is attached as Appendix I.

(b) “Count” means a physical inventory count.

(c) “Employee” means those employees of the Operator who are assigned to and directly engaged in the conduct of Mining Operations, whether on a full-time or part-time basis.

(d) “Employee Benefits” means the Operator’s cost of holiday, vacation, sickness, disability benefits, field bonuses, amounts paid to and the Operator’s cost of established plans for employee’s group life insurance, hospitalisation, pension, retirement and other customary plans maintained for the benefit of Employees and Personnel, as the case may be which costs may be charges as a percentage assessment on the salaries and wages of Employees or Personnel, as the case may be , on a basis consistent with Operator’s cost experience.

(e) “Field Offices” means the necessary sub-office or sub-offices in each place where a Program or Construction is being conducted or a Mine is being operated.

(f) “Joint Account” means the books of account maintained by the Operator to record all costs, expenses, credits and other transactions arising out of or in connection with the Mining Operations.

(g) “Material” means the personal property, equipment and supplies acquired or held, at the direction or with the approval of the Management Committee, for use in the Mining Operations and, without limiting the generality, more particularly “Controllable Material” means such Material which is ordinarily classified as Controllable Material, as that classification is determined or approved by the Management Committee, and controlled in mining operations.

(h) “Personnel” means those management, supervisory, administrative, clerical or other personnel of the Operator normally associated with the Supervision Offices whose salaries and wages are charged directly to the Supervision Office in question.

(i) “Reasonable Expenses” means the reasonable expenses of Employees or Personnel, as the case may be, for which those Employees or Personnel may be reimbursed under the Operator’s usual expense account practice; including without limiting generality, any relocation expenses necessarily incurred in order to properly staff the Mining Operations if the relocation is approved by the Management Committee.

(j) “Supervision Offices” means the Operator’s offices or department within the Operator’s offices from which the Mining Operations are generally supervised.

2. STATEMENTS AND BILLINGS

2.1 The Operator shall, by invoice, charge each Participant with its Proportionate Share of Exploration Costs and Mines Costs in the manner provided in paragraphs 7 and 15 of the Agreement respectively;

2.2 The Operator shall deliver, with each invoice rendered for Costs incurred a statement indicating:

(a) all charges or credits to the Joint Account relating to Controllable Material in detail;

(b) all other charges and credits to the Joint Account summarised by appropriate classification indicative of the nature of the charges and credits; and

(c) such additional information as may be reasonably necessary in order for the Participant to understand the nature of the charges and credits.

2.3 The Operator shall deliver with each invoice for an advance of Costs a statement indicating:

(a) the estimated Exploration Costs or, in the case of Mine Costs, the estimated cash disbursements, to be made during the next succeeding month;

(b) the addition thereto or subtraction therefrom, as the case may be, made in respect of Exploration Costs or Mine Costs actually having been incurred in an amount greater or lesser than the advance which was made by each Participant for the penultimate month preceding the month of the invoice; and

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(c) the advances made by each Participant to date and the Exploration Costs or Mine Costs incurred to the end of the penultimate month preceding the month of the invoice.

3. DIRECT CHARGES

3.1 The Operator shall charge the Joint Account with the following items:

(a) Contractor’s Charges:

All proper costs relative to the Mining Operations incurred under contracts entered into by the Operator with third parties.

(b) Labour Charges:

(i) The salaries and wages of Employees in an amount calculated by taking the full salary or wage of each Employee multiplied by that fraction which has as it numerator the total time for the month that the Employees were directly engaged in the conduct of Mining Operations and as its denominator the total normal working time for the month of the Employee;

(ii) the Reasonable Expenses of the Employees; and

(iii) Employee Benefits and Government Contributions in respect of the Employees in an amount proportionate to the charge made to the Joint Account in respect to their salaries and wages.

(c) Office Maintenance:

(i) The cost or a pro rata portion of the costs, as the case may be, of maintaining and operating the Offices. The basis for charging the Joint Account for Office maintenance costs shall be as follows:

1. the expense of maintaining and operating Field Offices, less any revenue therefrom; and

2. that position of maintaining and operating the Supervision Offices which is equal to

a. the anticipated total operating expenses of the Supervision Offices;

b. the anticipated total staff man days for the Employees whether in connection with the Mining Operations or not;

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multiplied by

c. the actual total time spent on the Mining Operations by the Employee expressed in man days.

(ii) Without limiting generality, the anticipated total operating expenses of the Supervision Offices shall include:

(A) the salaries and wages of the Operator’s Personnel which have been directly charged to those Offices;

(B) the Reasonable Expense of the Personnel; and

(C) Employee Benefits.

(iii) The Operator shall make an adjustment in respect of the Office Maintenance costs forthwith after the end of each Operating Year upon having determined the actual operating expenses and actual total staff man days referred to in clause 3.1(c) (i) (B) of this Appendix I.

(d) Material:

Material purchased or furnished by the Operator for use on a Property as provided under paragraph 6 of this Appendix I.

(e) Transportation Charges:

The cost of transporting Employees and Material necessary for the Mining Operations.

(f) Service Charges:

i. The cost of services and utilities procured from outside sources other than services covered by paragraph 3.1(h). The cost of consulting services shall not be charged to the Joint Account unless the retaining of the consultant is approved in advance by the Management Committee; and

ii. Use and service of equipment and facilities furnished by the Operator as provided in subparagraph 4.5 of this Appendix I.

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(g) Damage and Losses to Joint Property:

All costs necessary for the repair or replacement of Assets made necessary because of damages or losses by fire, flood, storms, theft, accident or other cause. The Operator shall furnish each Participant with written particulars of the damages or losses incurred as soon as practicable after the damage or loss has been discovered. The proceeds, if any, received on mineral claims against any policies of insurance in respect of those damages or losses shall be credited to the Joint Account.

(h) Legal Expense:

All costs of handling, investigating and settling litigation or recovering the Assets, including, without limiting generality, attorney’s fees, court costs, costs of investigation or procuring evidence and amounts paid in settlement or satisfaction of any litigation or claims; provided, however, that, unless otherwise approved in advance by the Management Committee, no charge shall be made for the services of the Operator’s legal staff or the fees and expenses of outside solicitors.

(i) Taxes:

All taxes, duties or assessments of every kind and nature (except income taxes) assessed or levied upon or in connection with the Property, the Mining Operations thereon, or the production therefrom, which have been paid by the Operator for the benefit of the parties.

(j) Insurance:

Net premiums paid for

(i) such policies of insurance on or in connection with Mining Operations as may be required to be carried by law; and

(ii) such other policies of insurance as the Operator may carry for the protection of the parties in accordance with this Agreement; and

the applicable deductibles in event of an insured loss.

(k) Rentals:

Fees, rentals and other similar charges required to be paid for acquiring, recording and maintaining permits, mineral claims and mining leases and rentals and royalties which are paid as a consequence of the Mining Operations.

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(l) Permits:

Permit costs, fees and other similar charges which are assessed by various governmental agencies.

(m) Other Expenditures:

Such other costs and expenses which are not covered or dealt with in the foregoing provisions of this subparagrapgh 3.01 of this Appendix I as are incurred with the approval of the Management Committee for Mining Operations or as may be contemplated in this Agreement.

4. PURCHASE OF MATERIAL

4.1 Subject to subparagraph 4.04 of this Appendix I the Operator shall purchase all Material and procure all services required in the Mining Operations;

4.2 Materials purchased and services procured by the Operator directly for the Mining Operations shall be charges to the Joint Account at the price paid by the Operator less all discounts actually received;

4.3 So far as it is reasonably practical and consistent with efficient and economical operations, the Operator shall purchase, furnish or otherwise acquire only such Material and Assets as may be required for immediate use. The Operator shall attempt to minimise the accumulation of surplus stocks of Material;

4.4 Any Participant may sell Material or services required in the Mining Operations to the Operator for such price and upon such terms and conditions as the Management Committee may approve;

4.5 Notwithstanding the foregoing provisions of this paragraph 4, the Operator shall be entitled to supply for use in connection with the Mining Operations equipment and facilities which are owned by the Operator and to charge the Joint Account with such reasonable costs as are commensurate with the ownership and use thereof.

5. DISPOSAL OF MATERIAL

5.1 The Operator, with the approval of the Management Committee may, from time to time, sell any Material which has become surplus to the foreseeable needs of the Mining Operations for the best price and upon the most favourable terms and conditions available;

5.2 Any Participant may purchase from the Operator any Material which may from time to time become surplus to the foreseeable need of the Mining Operations for such price and upon such terms and conditions as the Management Committee may approve;

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5.3 Upon termination of this Agreement, the Management Committee, acting reasonably, may approve the division of any Material held by the Operator at that date may be taken by the Participant in lieu of a portion of its Proportionate Share of the net revenues received from the disposal of the Assets and Property. If the division to a Participant be in lieu, it shall be for such price and on such terms and conditions as the Management Committee, acting reasonably, may approve;

5.4 The net revenues received from the sale of any Material to third parties or to a Participant shall be credited to the Joint Account.

6. INVENTORIES

6.1 The Operator shall maintain records of Material in reasonable detail and records of Controllable Material in detail;

6.2 The Operator shall perform Counts from time to time at reasonable intervals and in connection therewith shall give notice of its intention to perform a Count to each Participant at least 30 days in advance of the date set for performing of the Count. Each Participant shall be entitled to be represented at the performing of a Count upon giving notice thereof to the Operator within 20 days of the Operator’s notice. A Participant who is not represented at the performing of the Count shall be deemed to have approved the Count as taken;

6.3 Forthwith after performing a Count, the Operator shall reconcile the inventory with the Joint Account and provide each Participant with a statement listing the overages and shortages. The Operator shall not be held accountable for any shortages of inventory except such shortages as may have arisen due to a lack of diligence on the part of the Operator.

7. ADJUSTMENTS

7.1 Payment of any invoice by a Participant shall not prejudice the right of that Participant to protest the correctness of the statement supporting the payment; provided, however, that all invoices and statements presented to each Participant by the Operator during any Operating Year shall conclusively be presumed to be true and correct upon the expiration of 12 months following the end of the Operating Year to which the invoice or statements relates, unless within that 12 month period that Participant gives notice to the Operator making claim on the Operator for an adjustment to the invoice or statement.

7.2 The Operator shall not adjust any invoice or statement in favour of itself after the expiration of 12 months following the end of the Operating Year to which the invoice or statement relates.

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7.3 Notwithstanding subparagraphs 7.1 and 7.2 of this Appendix I, the Operator may make adjustments to an invoice or statement which arises out of a physical inventory of Material or Assets.

7.4 A Participant shall be entitled upon notice to the Operator to request that the independent external auditor of the Operator provide that Participant with its opinion that any invoice or statement delivered pursuant to this Agreement in respect of the period referred to in subparagraph 7.1 of this Appendix I has been prepared in accordance with this Agreement;

7.4 The time for giving the audit opinion contemplated in subparagraph 7.4 of this Appendix I shall not extend the time for the taking of exception to and making claims on the Operator for adjustment as provided in subparagraph 7.1 of this Appendix I;

7.5 The cost of the auditor’s opinion referred to in subparagraph 7.4 of this Appendix shall be solely for the account of the Participant requesting the auditor’s opinion, unless the audit disclosed a material error adverse to that Participant, in which case the cost shall be solely for the account of the Operator.

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THIS IS APPENDIX II TO THAT CERTAIN AGREEMENT

AZIMUT EXPLORATION INC. OF THE FIRST

PART AND NORTHWESTERN MINERAL VENTURES INC. OF THE

SECOND PART AS OF THE _______ DAY

OF _________________, 200

NET SMELTER RETURNS ROYALTY

1. For the purpose of this Appendix II, “Agreement” shall mean the Agreement to which this Appendix II 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, doré, 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 doré, 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, doré, 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.

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 31^st 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.

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9. The Holder may, on or before April 30^th 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.

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, doré, 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, doré, metal and products produced and (iii) make all decisions concerning temporary or long-term cessation of operations.

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YELLOW CAKE ROYALTY

For the purpose of this Appendix II, “Owner” shall mean the party paying a percentage of the proceeds from the sale or other disposition of uranium oxide (“Yellow Cake”); “Holder” shall mean the party or parties receiving a percentage of Yellow Cake and other capitalized terms shall have the meaning assigned to them in the Agreement to which this Appendix II is attached.

The Holder shall be entitled to a royalty (the “Royalty”) from 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 Property 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. 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 Property are sold to a purchaser owned or controlled by the Owner or treated by a facility owned or controlled by the Owner, 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 Owner 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 Property.

b. Method of Making Payments. All payments required hereunder may be mailed or delivered to any single depository as the Holder may instruct. If the Owner 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 year, commencing with the year in which the Property is brought into commercial production (not inclusive of any bulk sampling programs), the Owner shall deliver to the Holder a statement of the Royalty paid for said calendar year. The Holder shall have the right within a period of three (3) months from receipt of such statements to inspect the Owner’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 Holder does not request an inspection of Owner’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 Owner with respect thereto. If the Holder disputes any calculation of Royalty, the Holder shall deliver to the Owner a written notice (the “Objection Notice”) describing and setting forth a specific objection within sixty (60) days after receipt by the Holder of the final statement. If such audit determines that there has been a deficiency or an excess in the payment made to the Holder, such deficiency or excess will be resolved by adjusting the next payment due hereunder. The Holder 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 Owner 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 Owner to calculate the Royalty due hereunder will be kept in accordance with generally accepted accounting principles.

c. Evidence of Maintenance of the Mineral Claims comprising the Property. Owner shall deliver to the Holder, not later than the date two weeks prior to the date for the payment of annual claim maintenance fees, 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 Property, 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 Province of Quebec.

5. Assignments by Holder

Holder 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 Owner shall be under no obligation to make its payments hereunder to such assignee, transferee, pledgee or other third party until Owner’s receipt of Notice concerning the assignment or transfer.

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EX-3.L

Northwestern Mineral Ventures Inc.

September 1, 2006

Bractea Enterprises Ltd.

Erik H. Martin, President

4209 Amaletta Crescent

Burlington, , ON , L7M 5C4

Dear Mr. Martin:

We are pleased to confirm that Northwestern Mineral Ventures Inc. (the “Company”) will retain the services of Bractea Enterprises Ltd. “Bractea” on the terms outlined below:

1. Bractea will provide management and consulting services to the Company. It is understood that Erik H. Martin, employee of Bractea, will be the primary contact to the Company and that Mr. Martin will carry the title of Chief Financial Officer of the Company to facilitate the process and carry out the services.

2. This agreement will be effective as of the date hereof and will continue until terminated by either party as provided for herein.

3. Bractea’s or any of its employees’ status in transacting the 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 Bractea employees. 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. Bractea agrees to report and pay any contributions for taxes, employment insurance, Canada Pension Plan and other benefits for Mr. Martin. Bractea undertakes 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 Bractea 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. Bractea and its employees agree that, throughout the term of this agreement, and any amendments or extensions hereof, it 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 and 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 by the Company. The Company acknowledges that Bractea 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 Bractea and the Company.

6. The Company shall pay Bractea a fee of twelve thousand five hundred (C$12,500) per month,, in arrears, during the term of this agreement upon receipt of a monthly invoice therefor commencing September 1, 2006. This fee shall be reviewable upon the six month anniversary of this agreement and may be adjusted based upon Bractea’s performance of the services described in this agreement.

In order to facilitate payment of the fee, Bractea shall provide to the Company its Goods and Services Tax registration number. All payments to Bractea pursuant to this agreement shall be subject to Goods and Services Tax.

7. All approved receipted expenses incurred by Bractea in relation to the services provided pursuant to this agreement shall be paid by the Company. Bractea shall be responsible for all expenses associated with travel to the office, including mileage and parking.

8. This agreement may be terminated by the Company for any reason provided that the Company provides Bractea 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.

9. Bractea may terminate this agreement by providing the Company with 60 days written notice.

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10. Bractea and any of its employees acknowledge that in the course of carrying out, performing or fulfilling the services under this agreement and appointments made hereunder, it will have access to and will be entrusted with details, trade secrets, proprietary and confidential information of the Company. Bractea further acknowledges 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. Bractea further acknowledges that all such confidential information, samples, products and other property of the Company utilized by Bractea is the exclusive property of the Company, and that such property is held by Bractea in trust for the sole and exclusive benefit of the Company.

Bractea or any of its employees 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 Bractea have become aware in the course of its 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 Bractea 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, consulting, sales and mining methods and techniques and operating and marketing systems.

Bractea acknowledges and agrees 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.

Bractea agrees that all covenants, provisions and restrictions in this Section 10 are reasonable and valid in the context of Bractea’s relationship with the Company, and Bractea hereby waives all defences to the strict enforcement thereof by the Company. Bractea further acknowledges that any confidential information developed during the currency of this agreement and appointments made hereunder is and shall remain the property of the Company.

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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: 

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EX-3.M

OPTION AGREEMENT

THIS AGREEMENT is made as of the 22^st day of December, 2006:

BETWEEN:

MINERA TANGO, S.A. de C.V., a corporation duly incorporated under the laws of Mexico

(hereinafter called “Minera Tango”)

OF THE FIRST PART

AND:

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

(hereinafter called “Northwestern”)

OF THE SECOND PART

AND:

YAMANA GOLD INC., a corporation duly existing under the federal laws of Canada

(hereinafter called “Yamana”)

RECITALS

WHEREAS:

A. Capitalized terms used and not otherwise defined in these recitals have the meanings set forth in section 1.1 hereof;

B. Northwestern has previously entered into an agreement with RNC Gold Inc. dated July 14, 2004 (the “RNC Agreement”) regarding certain mining concessions located in the State of Durango, Mexico, as more particularly described in Schedule “A” attached hereto (the “Concessions”);

C. RNC Gold Inc. was acquired by Yamana on February 28, 2006;

D. Minera Tango is an indirect subsidiary of Yamana and is the registered or recorded and beneficial owner of the Concessions (other than the concession of the “La Cruz” lot, title 227828, which is in the process of being transferred to Minera Tango);

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E. Minera Tango has agreed to grant Northwestern an option to acquire directly or indirectly, through a Mexican subsidiary with legal capacity (hereinafter referred to as “NMS”), an undivided 70% beneficial interest in and to the Concessions, on the terms and conditions set out in this Agreement, which Agreement shall supercede all prior agreements between Northwestern and RNC Gold Inc., including the RNC Agreement; and

F. The parties hereto have agreed that the cash payments to be made by Northwestern hereunder, and the common shares of Northwestern to be issued by Northwestern hereunder, in order to keep the Option in good standing during the Option Period shall be paid and issued to Yamana.

NOW, THEREFORE, in consideration of the covenants and agreements contained herein, the sum of $2.00 was paid by each of the Parties to the others, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the Parties, the Parties hereby agree as follows:

ARTICLE 1

INTERPRETATION

1.1 Definitions.

In this Agreement, unless there is something in the context inconsistent therewith, the following words and phrases shall have the following meanings:

(a) “Accounting Procedure” has the meaning ascribed thereto in the Shareholders’ Agreement;

(b) “Affiliate” shall mean in respect of any Party, any person, partnership, joint venture, corporation or other form of enterprise which directly or indirectly controls, is controlled by, or is under common control with, such Party. For purposes of the preceding sentence, “control” means possession, directly or indirectly, of the power to direct or cause direction of management and policies through ownership of voting securities, contract, voting trust or otherwise;

(c) “Agents” means consultants (including financial and legal advisors), servants, employees, agents, Affiliates, workmen, contractors and subcontractors;

(d) “Agreement” means this Agreement, including all written amendments and written modifications thereof, and all schedules and exhibits, which are incorporated herein;

(e) “Applicable Laws” means any Mexican (including Mexican Official Standards and Non-Official Standards), Canadian or foreign, federal, state, provincial, or local law, regulation, ordinance, code, order or other requirement or rule of law or the rules, policies, orders or regulations of any securities commission or stock exchange, including any judicial or administrative interpretation thereof, applicable to any person or legal entity or any of its properties, assets, business, operations, directors, officers, managers, attorney-in-fact, employees or Agents;

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(f) “Business Day” means any day other than a Saturday, Sunday or statutory, civic or bank holiday in Toronto, Ontario or the State of Durango, Mexico;

(g) “Cash Consideration” has the meaning set out in section 2.3(c);

(h) “Claim” means any claim, demand, action, cause of action, damage, loss, cost, liability or expense, including reasonable legal fees;

(i) “Concessions” has the meaning set forth in the recitals of this Agreement;

(j) “Dropped Concessions” has the meaning set out in section 2.11;

(k) “Earn-In Date” has the meaning set out in section 2.8;

(l) “Effective Date” means the date of this Agreement;

(m) “Encumbrances” means any and all mortgages, pledges, security interests, liens, charges, encumbrances, contractual obligations and rights and Claims of others, whether recorded or unrecorded, registered or unregistered;

(n) “Environmental Laws” means all Applicable Laws relating to the protection of the environment, including air, soil, surface water, ground water, biota, wildlife, or to 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;

(o) “Existing Royalties” means those royalties set forth in Schedule “C” attached hereto and any other payment payable to a Government Agency pursuant to any applicable law in the nature of rent or royalty on any minerals removed or produced from the mining lots of the Concessions;

(p) “Expenditure Date” means each date by which Work Costs must have been incurred, Northwestern Shares must have been issued and delivered and the Cash Consideration must have been paid, all as provided in section 2.3;

(q) “Government Agency” means any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency, state owned corporation or instrumentality, or any court, securities commission or stock exchange, in each case whether of Canada, a Province of Canada, Mexico, a state of Mexico, or any other jurisdiction;

(r) “Letter Agreement” means the letter agreement dated June 30, 2006 between Yamana and Northwestern;

(s) “Losses” means actual losses, liabilities, damages, injuries, costs or expenses (including legal costs and expenses);

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(t) “Maintenance Costs” means all amounts incurred to maintain the Concessions in good standing with all appropriate authorities and under all Applicable Law, including, without limitation, annual exploration fees, the payment of any mining duties, property taxes, instruction fees, service fees or stamp duties, the filing of reports with respect to minimum assessment work, and the performance of any and all obligations required by the terms and conditions of the Concessions;

(u) “Material Contract” means any material contract or commitment, whether oral or written, to which Minera Tango is bound or in respect of which Minera Tango may have liability and that relates to the Concessions;

(v) “Mining Company” has the meaning set out in section 3.1;

(w) “Mining Operations” means all mining, milling, processing, treatment and related operations in respect of the Concessions;

(x) “NMS” has the meaning set out in the recitals of this Agreement;

(y) “Northwestern Shares” has the meaning set out in section 2.3(b);

(z) “Operator” means NMS during the Option Period;

(aa) “Option” means the exclusive right and option granted to Northwestern by Minera Tango to acquire directly or indirectly an undivided 70% beneficial interest in and to the Concessions pursuant to the provisions of section 2.1 hereof;

(bb) “Option Period” means the period during which the Option is in full force and effect in accordance with the terms of this Agreement;

(cc) “Ore” means all materials containing a mineral or minerals, of commercial economic value extracted or derived from the mining lots covered by the Concessions;

(dd) “Parties” means Minera Tango and Northwestern, and “Party” means any one of the Parties;

(ee) “Person” means any individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, company, corporation or other body corporate, union, Governmental Agency and a natural person in his capacity as trustee, executor, administrator, or other legal representative;

(ff) “RNC Agreement” has the meaning set forth in the recitals of this Agreement;

(gg) “Securities Laws” means the Securities Act (Ontario) and any other securities laws that are applicable to Northwestern;

(hh) “Shareholders’ Agreement” means the shareholders’ agreement in the form attached as Schedule “B” to this Agreement, which agreement shall be executed and delivered by Minera Tango, Northwestern and the Mining Company upon the due exercise of the Option;

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(ii) “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;

(jj) “$” and “Dollars” shall mean dollars in the currency of the United States of America;

(kk) “Work” means prospecting, exploration, development or other mining and ore processing work performed on, in or under, or in relation to, the mining lots covered by the Concessions or any portion thereof; and

(ll) “Work Costs” means all costs incurred and monies expended by or on behalf of Northwestern or of NMS in doing Work after the Effective Date pursuant to and in accordance with the terms of this Agreement and the then current budget, which shall include, but not be limited to, all costs incurred and monies expended: in doing geophysical, geochemical, land or geological examinations and surveys in searching for, digging, trenching, sampling, assaying, testing, working, developing, mining or extracting Ore, minerals and metals from the mining lots covered by the Concessions; in doing diamond and other drilling; in erecting and installing and removing mining plant, ore processing plant, ancillary facilities, buildings, machinery, tools, appliances or equipment on or off the mining lots covered by the Concessions, as the case may be, and required for completing Work, on a proportionate basis if such facilities, plants or equipment are used in conjunction with other mining lots; in construction of access roads or similar access facilities required for access to the mining lots covered by the Concessions, whether on or off the mining lots covered by the Concessions, as the case may be; in transporting Ore, minerals, metals, personnel, supplies, mining or ore processing plant, buildings, machinery, tools, appliances or equipment in, to or from the mining lots covered by the Concessions or elsewhere as required; all expenses incurred in keeping the Concessions and the mining lots they covered in good standing under the laws of Mexico; all costs incurred in obtaining, improving, protecting or perfecting title to the Concessions; in preparing engineering, geological, financial or marketing studies and/or reports and Work related thereto; in connection with any applications and necessary studies for obtaining or improving, protecting and perfecting title to, and permits, licences, and other regulatory approvals relating to, the Concessions and they lots they covered, and including the reasonable preparation for and attendance at hearings and other meetings; in paying Maintenance Costs; and all administrative and overhead costs directly incurred by Northwestern and/or NMS and related directly to the administration of the Concessions and their corresponding mining lots or Work done on the mining lots covered by the Concessions; provided that in no event shall such administrative and overhead costs exceed seven percent (7%) of all other Work Costs directly related to the Concessions and their corresponding mining lots and directly incurred or performed by Northwestern or NMS or seven percent (7%) of the contract price in respect of all other Work Costs directly related to the Concessions and their respective mining lots or the Work done on the mining lots covered by the Concessions performed by any Agent of Northwestern or NMS; and provided always that in no event shall such costs include any project related overhead or legal or other consultants fees related to the negotiation (including the conduct of due diligence), execution and delivery of this Agreement.

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1.2 Person

The word “person” includes a natural person, sole proprietorship, corporation or other body corporate, partnership, unincorporated association, trust, trustee, executor, administrator or other legal representative.

1.3 Headings

The division of this Agreement into articles, sections and subsections and the insertion of headings are for the convenience of reference only and shall not affect the construction or interpretation of this Agreement.

1.4 Interpretation

In this Agreement:

(a) where a representation or warranty is made in this Agreement on the basis of the knowledge of a Party, such knowledge consists of the actual knowledge of the officers and senior managers of the Party after reviewing their files but does not include the knowledge of any other Person;

(b) 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;

(c) 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 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;

(d) the use of the words, “include” or “including” shall be deemed to mean “include, without limitation”, or “including, without limitation”, if applicable.

1.5 Section References, etc.

References herein to an Article, section, subsection, recital or other subdivision or part without other identification shall mean an Article, section, subsection, recital or other subdivision or part within this Agreement.

1.6 Governing Law

This Agreement and its application and interpretation shall be governed by and interpreted and construed in accordance with the laws of Mexico with respect to any concession granted by the Mexican Government or property situated in Mexico or any obligation to be performed in Mexico, and as to all other matters, this Agreement shall be governed by and interpreted and

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construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

1.7 Currency

All references to currency in this Agreement shall refer to the lawful currency of the United States of America.

1.8 Schedules

The following are the schedules or exhibits to this Agreement and whether annexed hereto or delivered separately, shall form part of this Agreement;

Schedule A:	Concession List
Schedule B:	Shareholders’ Agreement
Schedule C:	Existing Royalties
Schedule D:	Mining Company By-laws
Schedule E:	Rules for Arbitration

ARTICLE 2

OPTION

2.1 Grant of Option

Minera Tango does hereby give and grant to Northwestern an exclusive right and option to earn and acquire directly or through NMS an undivided seventy percent (70%) beneficial interest in the Concessions, free and clear of all Encumbrances, but subject to the Existing Royalties, by satisfying within the time limits therefore, the obligations set out in this Article 2.

2.2 Vesting and Commencement of Option

The Option shall vest and commence on the Effective Date and shall terminate and be of no further force or effect on the three (3) year anniversary of the Effective Date, unless exercised or otherwise terminated in accordance with the terms of this Agreement.

2.3 Funding of Work Costs

In order to maintain in good standing and exercise the Option, Northwestern directly or through NMS shall:

(a) incur and fund Work Costs on the Concessions and on the mining lots covered by the Concessions in the aggregate amount of $3,000,000 on or before the third anniversary of the Effective Date as follows:

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(i) on or before the first anniversary of the Effective Date, Northwestern shall have incurred and funded Work Costs of at least $500,000;

(ii) from the first to the second anniversary of the Effective Date, Northwestern shall have incurred and funded additional Work Costs of at least $1,000,000; and

(iii) from the second to the third anniversary of the Effective Date, Northwestern shall have incurred and funded additional Work Costs of at least $1,500,000;

provided, however, that if Northwestern directly or indirectly incurs and funds the Work Costs in full prior to and in advance of the time frame provided herein, then it will not be required to incur and fund any further Work Costs in accordance with the terms of this section 2.3(a); and provided further that Work Costs incurred by each Expenditure Date in excess of the minimum requirements set forth above shall count towards the minimum Work Costs set forth above in subsequent periods;

(b) issue and deliver to Yamana 1,000,000 common shares in the capital of Northwestern (the “Northwestern Shares”) on or before the third anniversary of the Effective Date as follows:

(i) within 30 days of the Effective Date, Northwestern shall have issued and delivered 400,000 of the Northwestern Shares to Yamana;

(ii) on or before the first anniversary of the Effective Date, Northwestern shall have issued and delivered an additional 200,000 of the Northwestern Shares to Yamana;

(iii) on or before the second anniversary of the Effective Date, Northwestern shall have issued and delivered an additional 200,000 of the Northwestern Shares to Yamana; and

(iv) on or before the third anniversary of the Effective Date, Northwestern shall have issued and delivered an additional 200,000 of the Northwestern Shares to Yamana; and

(c) pay to Yamana by certified cheque or wire transfer in immediately available funds (without deduction or set-off) $400,000 (the “Cash Consideration”) on or before the third anniversary of the Effective Date as follows:

(i) on the Effective Date, Northwestern shall have paid $100,000 to Yamana;

(ii) on or before the first anniversary of the Effective Date, Northwestern shall have paid a further $100,000 to Yamana;

(iii) on or before the second anniversary of the Effective Date, Northwestern shall have paid a further $100,000 to Yamana; and

(iv) on or before the third anniversary of the Effective Date, Northwestern shall have paid a further $100,000 to Yamana.

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2.4 Work Costs Deficiencies

The first $500,000 of Work Costs is committed and shall be made by Northwestern or through NMS. The remainder of all Work Costs is not committed and may be made in Northwestern’s sole discretion. Northwestern may terminate this Agreement on prior written notice to Minera Tango and Yamana at any time during the Option Period after it has incurred and funded Work Costs of at least $500,000 without any obligation to incur further Work Costs. If the Work Costs to be incurred on or before the respective Expenditure Dates provided in section 2.3(a) above are less than the required amounts, then Northwestern may pay directly or through NMS the deficiency to or to the direction of Minera Tango in cash within sixty (60) days after the expiry of the applicable Expenditure Date in order to maintain the Option. If the aggregate Work Costs incurred on or before the third anniversary of the Effective Date are less than $3,000,000, Northwestern may pay directly or through NMS the deficiency to or to the direction of Minera Tango in cash within sixty (60) days after the third anniversary of the Effective Date in order to exercise the Option. Any Work Costs made under section 2.3(a) above, any Northwestern Shares issued and delivered under section 2.3(b) above, any Cash Consideration paid under section 2.3(c) above, or any payments made pursuant to this section 2.4 are not reimbursable if Northwestern does not exercise the Option. If Northwestern directly or indirectly does not incur and fund the Work Costs in accordance with the schedule provided in section 2.3(a), other than in circumstances of force majeure in accordance with Article 11 hereof, or if it does not issue and deliver the Northwestern Shares to Yamana in accordance with the schedule provided in section 2.3(b), or if it does not pay the Cash Consideration to Yamana in accordance with section 2.3(c) or if it does not make the payments to Minera Tango in lieu of the annual Work Costs as provided herein (if applicable), the Option shall terminate and all Work Costs previously incurred or funded, all Northwestern Shares previously issued and delivered, all Cash Consideration previously paid, and all payments previously made to Minera Tango in lieu of Work Costs, shall be forfeited. In addition to and notwithstanding anything herein contained, if, subsequent to any Expenditure Date, it is determined upon examination or audit by any party that Work Costs to be incurred by Northwestern by such Expenditure Date have not been either incurred by Northwestern or paid to or to the direction of Minera Tango, Northwestern shall not lose any of its rights hereunder and the Option shall not terminate, provided that Northwestern or an Affiliate of Northwestern incurs such deficiency in Work Costs or pays to or to the direction of Minera Tango the amount of such deficiency in Work Costs within sixty (60) days following such examination or audit.

2.5 Additional Consideration

Northwestern shall issue all Northwestern Shares to Yamana as fully paid and non-assessable shares in the capital of Northwestern, free and clear of all Encumbrances, and shall be freely-tradable shares, subject to the restricted period of not more than four months and one day from the date of issuance thereof required by applicable Canadian securities laws. All Northwestern Shares issued to Yamana shall be listed and posted for trading on the TSX Venture Exchange or such other stock exchange on which the common shares of Northwestern are listed at the time they are issued to Yamana pursuant to this Agreement. Northwestern shall ensure that all filings to be made with all securities regulatory authorities are made in a prompt and timely manner to allow for the issuance of Northwestern Shares on a timely and exempt basis. In the event that Northwestern has not (i) issued to Yamana those Northwestern Shares described in section 2.3(b)(i), and (ii) received all necessary regulatory approvals to list and post for trading such

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Northwestern Shares on the TSX Venture Exchange, within 30 days of the date of this Agreement, Minera Tango and Yamana shall have the right to terminate this Agreement without liability upon written notice to Northwestern and all Work Costs expended by Northwestern and Cash Consideration paid to Yamana during such 30 day period shall be forfeited and shall not be repaid, reimbursed or returned to Northwestern. For the purposes of this section 2.5, the failure to issue to Yamana the Northwestern Shares described in Section 2.3(b)(i) and obtain all necessary regulatory approvals to list and post for trading such Northwestern Shares on the TSX Venture Exchange within such 30 day period shall not constitute an event of force majeure pursuant to Article 11.

2.6 Failure by Northwestern

If at any time during the Option Period Northwestern notifies Minera Tango and Yamana in writing that it will not incur and fund Work Costs, issue and deliver the Northwestern Shares or pay the Cash Consideration, or if Northwestern fails to incur and fund Work Costs (unless such failure is rectified pursuant to section 2.4), issue and deliver the Northwestern Shares or pay the Cash Consideration during the Option Period in accordance with this Article 2 for any reason whatsoever, save and except for a continuing event of force majeure in accordance with Article 11 hereof in the case of incurring and funding the Work Costs, the provisions of section 7.1 shall be applicable and the Option and this Agreement (other than those provisions which specifically survive such termination in accordance with their terms) shall terminate and be of no force and effect.

2.7 Itemized Expenditures

Northwestern shall deliver to Minera Tango and Yamana within 30 days after each Expenditure Date an itemized detailed statement setting out the details of Work Costs incurred and funded by Northwestern for the preceding expenditure period. Minera Tango shall have thirty (30) days from the date of receipt of such statement to dispute such statement or request further information, in the absence of which, Minera Tango shall be deemed to have accepted such statement. If Minera Tango requires further information in respect of, or disputes the accuracy of, any item in an itemized statement of Work Costs delivered by Northwestern, such matters shall be reviewed by the members of the informal advisory committee established pursuant to section 6.5 of this Agreement, which committee shall attempt to provide such further information or settle such dispute. If such matters are not settled within 30 days of such referral, Minera Tango shall be entitled to receive, and Northwestern shall, at Minera Tango’s request, cause to be delivered to Minera Tango and Yamana within 15 days of the date of expiry of the 30 day period, an audited report of such Work Costs prepared by the statutory auditor of Northwestern. Minera Tango shall be responsible for the cost of such audit if the results of such audit determine the Work Costs to be within five percent (5%) of the amounts reported in such itemized statement of Work Costs and Northwestern shall be responsible for the cost of such audit if the results of such audit determine the Work Costs to be five percent (5%) or more of the amounts reported in such itemized statement of Work Costs. If such matters are still in dispute following the delivery of such audited reports of Work Costs, then the matter shall be referred to arbitration for determination as provided in Article 12.

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2.8 Exercise of First Option

If Northwestern has directly or indirectly (i) incurred and funded Work Costs aggregating a minimum of $3,000,000 (or made cash payments in lieu thereof pursuant to section 2.4); (ii) issued and delivered all of the Northwestern Shares to Yamana, and (iii) paid the aggregate amount of the Cash Consideration to Yamana, all in accordance with the provisions of this Article 2, Northwestern shall provide a written notice of exercise of the Option to Minera Tango and Yamana within 30 days of the completion of such events, stating the amount of the Work Costs incurred, the number of Northwestern Shares issued and delivered to Yamana and the aggregate amount of Cash Consideration paid to Yamana and including an itemized detailed statement of Work Costs. Following receipt of such notice of exercise of the Option, and subject to the rights of Minera Tango to request more information to dispute the accuracy of any item in the notice or itemized statement of Work Costs and to receive an audited report of such Work Costs prepared by the statutory auditor of Northwestern as set out in section 2.7, all within the thirty (30) day period immediately following its receipt thereof as set forth in section 2.7 (in the absence of which Minera Tango will be deemed to have accepted such notice of exercise) which rights shall apply equally to the itemized detailed statement delivered by Northwestern pursuant to this section 2.8, Northwestern shall be deemed to have exercised the Option as at the date of such written notice of exercise (the “Earn-In Date”) and Northwestern shall have earned directly or through NMS an undivided seventy percent (70%) beneficial interest in the Concessions, free and clear of all Encumbrances, but subject to the Existing Royalties.

2.9 Currency Conversion

In the event that any Work Cost is funded or incurred in Mexican Pesos, then, for the purposes of this Agreement, the Parties agree to convert such Work Cost from Mexican Pesos to U.S. Dollars at the Banco de Mexico FIX U.S. Dollar/Mexican Peso exchange rate on the date that the Work Cost is incurred or the payment is made, as such rate is published in the Diario Oficial de la Federación.

2.10 Notice to Minera Tango

Concurrently with each issuance and delivery of Northwestern Shares to Yamana in accordance with section 2.3(b) and each payment of Cash Consideration to Yamana in accordance with section 2.3(c), Northwestern shall deliver written confirmation of such deliveries to Minera Tango in order to evidence compliance with sections 2.3(b) and (c). If requested by Northwestern, Yamana shall confirm receipt of the issuance and delivery all Northwestern Shares and Cash Consideration payments in order for Northwestern to provide evidence that it is in compliance with sections 2.3(b) and (c).

2.11 Amendment to the Concession List

Northwestern may, at any time and from time to time during the Option Period notify Minera Tango and Yamana that it no longer wishes to include one or more of the concessions listed in Schedule “A” attached hereto as part of the Concessions (the “Dropped Concessions”). Upon delivery of notice to Minera Tango and Yamana:

(a) Schedule “A” shall be deemed to be amended so that the Dropped Concessions no longer form part of the Concessions;

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(b) sections 7.2 through 7.6 inclusive shall apply mutatis mutandis with respect to the Dropped Concessions;

(c) the obligations of Northwestern contained in this Agreement shall continue in full force and effect, unamended, with respect to the remainder of the concessions set out in Schedule “A” that continue to constitute the Concessions; and

(d) for greater certainty and the avoidance of doubt, Northwestern shall have no further rights to acquire an undivided 70% beneficial interest in and to the Dropped Concessions and shall have no further right or interest in and to the Dropped Concessions.

ARTICLE 3

INCORPORATION OF MINING COMPANY

3.1 Incorporation

Immediately upon the exercise of the Option by Northwestern, Minera Tango and Northwestern (directly or through NMS) shall incorporate and organize a company under the laws of Mexico to carry out, if warranted, the construction, development and operation of one or more mines on the Concessions (the “Mining Company”). The form of By-laws attached hereto as Schedule “D” shall be incorporated into and form the basis of the constating documents of the Mining Company, as may be amended to incorporate the terms of the Shareholders’ Agreement or as the parties may otherwise agree. The initial share structure of the Mining Company shall be organized so that voting shares are issued by the Mining Company to its shareholders in the following percentages:

Northwestern:	70%
Minera Tango:	30%

3.2 Share Capital

The initial share capital of the Mining Company shall consist of 100 shares or such minimum number required by Applicable Laws which is evenly divisible by 100, which shares shall be issued to Northwestern or NMS and Minera Tango in accordance with section 3.1 and shall be issued for nominal consideration in Mexican currency as permitted under Applicable Law.

3.3 Transfer of Concessions

Upon incorporation of the Mining Company, all registered and beneficial right, title and interest in and to each of the concessions that comprise the Concessions and any other rights, title or interest deriving therefrom of either of Minera Tango or Northwestern or NMS shall be conveyed by each of Minera Tango and Northwestern and NMS to the Mining Company for an amount in Mexican currency equal to US$4,285,785, of which US$3,000,000 shall be deemed contributed by Northwestern (either directly or through NMS) and US$1,285,785 shall be deemed contributed by Minera Tango. For the purposes of this section 3.3, Minera Tango and Northwestern agree to convert such amounts from U.S. Dollars to Mexican Pesos at the rate referenced by the Banco de Mexico FIX U.S. Dollar/Mexican Peso exchange rate on the date of

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incorporation of the Mining Company, as such rate is published in the Diario Oficial de la Federación.

3.4 Shareholders’ Agreement

Immediately upon the incorporation of the Mining Company and prior to the transfer of the Concessions to the Mining Company pursuant to section 3.3, Minera Tango, Northwestern or NMS and the Mining Company shall enter into and deliver to each other the Shareholders’ Agreement, which agreement shall take effect and govern the relationship of such parties with effect on the Effective Date (as such term is defined in the Shareholders’ Agreement).

ARTICLE 4

DELIVERY OF DATA AND PROPERTY

4.1 Data

Minera Tango shall make available to Northwestern and NMS copies, or originals for copy by Northwestern or NMS at Minera Tango’s office, of all maps, reports, results of surveys and drilling, assay results, environmental studies, notification from Government Agencies and any other reports or information Minera Tango may have prepared, caused to be prepared or received with respect to the Concessions in its possession or control, whether in paper or electronic format, provided that all such maps, reports, results of surveys and drilling, assay results, environmental studies, notifications from Government Agencies and other reports of information shall be kept confidential by Northwestern and NMS as provided in Article 8 and further provided that Minera Tango shall retain exclusive title thereto. Such deliveries are for the information and convenience of Northwestern only. Minera Tango does not represent the accuracy or completeness of such deliveries and shall not be liable for any errors or omissions with respect thereto.

4.2 Title to Concessions

Title to the Concessions shall remain registered or recorded in the name of Minera Tango until such time as Northwestern shall have duly and properly exercised the Option in accordance with the terms of this Agreement, whereupon title to the Concessions shall be transferred and assigned to, and registered or recorded in the name of, the Mining Company. Northwestern 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 and discharged by Northwestern upon termination of this Agreement. In the event Northwestern does not remove such notice within 30 days of the termination of this Agreement, Minera Tango shall be entitled to complete and register, record or file such discharges and remove such notice and for such limited purpose Northwestern hereby appoints any current director of Minera Tango as its attorney with full power of substitution.

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ARTICLE 5

REPRESENTATIONS AND WARRANTIES

5.1 Representations and Warranties of Minera Tango

Minera Tango, acknowledging that Northwestern is entering into this Agreement in reliance thereon, hereby represents and warrants to Northwestern that, as of the Effective Date:

(a) Minera Tango is a corporation duly incorporated and validly subsisting and in good standing under the laws of Mexico;

(b) Minera Tango has the power, capacity and authority to enter into and perform this Agreement and all transactions contemplated herein;

(c) Minera Tango has all necessary corporate power to own its properties and assets, including its right, title and interest in and to the Concessions, and to carry on its business as now conducted or proposed to be owned and to be conducted by it and is registered as required and in good standing with respect to the filing of returns under all Applicable Laws of all jurisdictions in which it carries on business, including, without limitation, the laws of Mexico;

(d) the grant of the Option pursuant to this Agreement, and the execution, delivery, performance and consummation of the transactions contemplated by this Agreement, will not result in a default under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which Minera Tango is a party or by which it is bound or to which its properties or assets are subject nor will such action conflict with or result in any violation of the provisions of its charter documents or any Applicable Law;

(e) this Agreement has been duly executed and delivered by Minera Tango and is valid and binding upon Minera Tango in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium, or other similar laws presently or hereinafter in effect affecting the enforcement of creditors’ rights generally or other equitable principles;

(f) there are no outstanding rights, agreements or obligations, or understandings capable of becoming rights, agreements or obligations, to acquire any right or title to the Concessions, except for the Existing Royalties;

(g) to the knowledge of Minera Tango, there will be no restrictions to access the mining lots covered by the Concessions from and after the Effective Date by farming activity, mining activity or any other activity that may restrict the conduct of Work by Northwestern through NMS on the mining lots covered by the Concessions from and after the Effective Date; and

(h) the Concessions is presently in good standing under Applicable Laws and is free and clear of any Encumbrances, subject to the Existing Royalties.

(i) Minera Tango is the sole registered and beneficial owner of a 100% interest in the Concessions, free and clear of all Encumbrances other than the Existing Royalties, except

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for the concession of the “La Cruz” lot, title 227828, which is in the process of being transferred from Minera Camargo, S.A. de C.V. to Minera Tango;

(j) it has obtained all required approvals and authorizations to grant the Option to Northwestern;

(k) there is no actual, threatened or, to its knowledge, contemplated Claim or challenge relating to the Concessions, nor to the best of its knowledge is there any basis therefor, and there is not presently outstanding against Minera Tango any judgment, decree, injunction, rule or order of any court, Governmental Agency or arbitrator which would have a material effect upon the Concessions;

(l) all taxes, assessments, rentals, levies and other payments, as well as all reports, relating to the Concessions and required to be made, performed and filed to and with any Governmental Agency in order to maintain the Concessions in good standing have been so made, performed or filed, as the case may be;

(m) to Minera Tango’s knowledge, there has been no Claim made by any aboriginal peoples or “Ejidos” or “communidades inígenas” with respect to any right or interest in or to the Concessions;

(n) to Minera Tango’s knowledge, conditions on and relating to the Concessions and the mining lots covered by the Concessions respecting all past and current operations thereon conducted by Minera Tango are in compliance in all material respects with all Applicable Laws, including all Environmental Laws;

(o) 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 mining lots covered by the Concessions or any operations carried out thereon by Minera Tango; and

(p) it has not incurred any liability, contingent or otherwise, for brokers’ or finders’ fees in respect of the transactions contemplated herein.

(q) the description of the Concessions set forth herein is true and correct;

(r) to the knowledge of Minera Tango, there have been no Mining Operations conducted on the mining lots covered by the Concessions to the date hereof except for exploration work;

(s) no Material Contracts have been entered into and remain in existence as of the date hereof with respect to the Concessions, other than the Existing Royalties;

5.2 Representations and Warranties of Northwestern

Northwestern, acknowledging that Minera Tango and Yamana are entering into this Agreement in reliance thereon, hereby represents and warrants to Minera Tango and Yamana that, as of the Effective Date:

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(a) Northwestern is a corporation duly incorporated and validly subsisting and in good standing in respect of filing returns under the laws of the Province of Ontario;

(b) Northwestern has the power, capacity and other authority to enter into and perform its obligations under this Agreement and all transactions contemplated herein and all corporate and other actions required to authorize Northwestern to enter into and perform this Agreement have been properly taken;

(c) Northwestern has all necessary corporate power to own properties and assets and to carry on its business as now conducted by it, and is registered as required and is in good standing with respect to the filing of returns under the laws of all jurisdictions in which it carries on business;

(d) this Agreement has been duly executed and delivered by Northwestern and is valid and binding upon Northwestern in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium, or other similar laws presently or hereinafter in effect affecting the enforcement of creditors’ rights generally or other equitable principles; and

(e) the execution, delivery, performance and consummation of the transactions contemplated by this Agreement will not result in a default under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which Northwestern is a party or by which it is bound or to which its properties or assets are subject nor will any of the foregoing conflict with or result in the violation of the provisions of its charter documents or any Applicable Law.

(f) As at the date of this Agreement, the authorized capital of Northwestern consists of an unlimited number of common shares, of which 104,026,117 are issued and outstanding;

(g) Northwestern is, and for more than four (4) months preceding the date of this Agreement has been, a reporting issuer not in material default under any Securities Laws or the rules, by-laws or policies of any securities commission or stock exchange on which any securities of Northwestern are listed and; (i) it has filed with all applicable securities regulatory authorities, all forms, reports and documents required to be filed by it pursuant to such securities laws and published policies of such regulatory authorities on a timely basis other than where the failure to file would not have a material adverse effect on Northwestern; (ii) all such filings when made complied in all material respects with then-applicable legal and regulatory requirements; (iii) as of their respective dates, none of these filings contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iv) no confidential disclosure has been made under any Canadian securities laws applicable to it;

(h) The issuance by Northwestern to Yamana of all Northwestern Shares in accordance with the terms of this Agreement is exempt from the prospectus and registration requirements of the Securities Laws. In addition, the first trade by Yamana of any of the Northwestern Shares issued to it under this Agreement will be exempt from the prospectus

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requirements of the Securities Laws and no document will be required to be filed and no proceeding taken or approval, permit, consent, order or authorization obtained under the Securities Laws in connection with such first trade provided that:

(i) Northwestern is and has been reporting issuers in a jurisdiction of Canada for the four months immediately preceding the trade;

(ii) at least four months and one day have elapsed from the date of issuance of the Northwestern Shares;

(iii) each certificate representing the Northwestern Shares carries a legend stating:

“Unless permitted under securities legislation, the holder of the security must not trade the security before [insert the date that is 4 months and a day after the distribution date]”.

(iv) such trade is not a control distribution (as such term in is defined in the Multilateral Instrument 45-102);

(v) no unusual effort is made to prepare the market or to create a demand for the securities that are the subject of the trade;

(vi) no extraordinary commission or consideration is paid to a person or company in respect of the trade; and

(vii) if Yamana is an insider of Northwestern, the selling security holder has no reasonable grounds to believe that Northwestern is in default of securities legislation;

(i) The outstanding common shares in the capital of Northwestern are, and at the time of issuance of the Northwestern Shares, the Northwestern Shares will be, listed and posted for trading on the TSX Venture Exchange or such other stock exchange on which the common shares of Northwestern are listed at the time of issue, and no order ceasing or suspending trading in any securities of Northwestern has been issued and no proceedings for such purpose are pending, or to the knowledge of Northwestern, threatened;

(j) Northwestern’s consolidated audited financial statements for the years ended December 31, 2004 and 2005, and Northwestern’s consolidated unaudited financial statements for the six month period ended June 30, 2006 present fairly in all material respects the consolidated financial position, results of operations and cash flows of Northwestern as at the date and for the periods indicated therein in accordance with Canadian generally accepted accounting principles. Since their date, there has been no change in the financial condition, assets, liabilities or business of Northwestern other than changes in the ordinary course of business that neither individually or in the aggregate would have a material adverse effect on Northwestern and its subsidiaries;

(k) No orders suspending the sale or ceasing the trading of any securities issued by Northwestern have been issued by any Government Agency in Canada, and no

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proceedings for such purpose are pending or, to the knowledge of Northwestern, threatened; and

(l) Northwestern has no material indebtedness or liabilities other than as disclosed in the financial statements referenced in section 5.2(j); and

(m) There is no claim, action, suit, proceeding or governmental investigation pending or, to the knowledge of Northwestern, threatened against Northwestern, by or before any Governmental Authority or by any third party other than as publicly disclosed on the System for Electronic Document Analysis and Retrieval (SEDAR).

5.3 Survival of Representations and Warranties

The representations and warranties set forth in sections 5.1 and 5.2 shall survive the execution and delivery of this Agreement for a period of two (2) years.

5.4 Investigations

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.

ARTICLE 6

RIGHT TO ENTER AND DO WORK/MANAGEMENT COMMITTEE/BUDGETS

6.1 Rights of Operator

Subject to the provisions of this Agreement, Northwestern shall, so long as Northwestern has not exercised its Option under section 2.8 and Minera Tango, Northwestern and the Mining Company have not yet entered into the Shareholders’ Agreement, be the Operator of the Concessions and their corresponding mining lots through NMS and, subject to the right of Minera Tango to enter in, under or upon the mining lots covered by the Concessions in accordance with the terms of this Agreement and subject to the provisions of the concessions that comprise the Concessions, any Applicable Laws and the rights of any Government Agency, shall have the sole and exclusive right:

(i) to enter in, under or upon the mining lots covered by the Concessions;

(ii) to have possession of the mining lots covered by the Concessions;

(iii) to carry out such Work as Northwestern in its sole discretion considers advisable including bringing or erecting upon the mining lots covered by the Concessions machinery, equipment and ancillary facilities including, without limiting the generality of the foregoing, housing, utility services, roads, conveyors, plants, buildings, waste areas, tailing areas and disposal areas or systems;

(iv) obtain and maintain in the name of Minera Tango all concessions, licences, permits and authorizations required to carry out the Work; and

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(v) to remove Ore, minerals or metals from the mining lots covered by the Concessions in such reasonable quantities for the purpose of obtaining assays or making other tests. Any income derived from the sale of such Ore, minerals or metals removed from the mining lots covered by the Concessions in accordance with the foregoing shall be applied by the Operator to Work Costs but not applied to the $3,000,000 of Work Costs to be incurred by Northwestern directly or through NMS in order to exercise the Option.

6.2 Maintenance of Concessions

During the Option Period, Northwestern shall take all measures required to maintain the Concessions in good standing with all Government Agencies and under all Applicable Laws, except any Dropped Concessions, which shall be dealt with in accordance with section 2.11. During the Option Period, Northwestern shall, in a timely manner, fund in accordance with section 6.3 all Work Costs and carry out all acts required to maintain the Concessions in good standing with all Government Agencies and under all Applicable Laws, including, without limitation, the payment of any and all Maintenance Costs. Northwestern shall fund and pay the Maintenance Costs directly or indirectly until:

(a) Northwestern or NMS has exercised the Option, or

(b) the Option expires or is terminated without having been exercised by Northwestern or NMS;

whichever occurs first. If the Option expires or is terminated without having been exercised by Northwestern, either directly or through NMS, Minera Tango shall be responsible for, and pay and fund all Maintenance Costs from and after the date of such expiration or termination. Where Northwestern, directly or indirectly, has exercised the Option, the Mining Company shall be responsible for and pay all Maintenance Costs from and after the Earn-In Date. For greater certainty, Northwestern’s obligation to pay Maintenance Costs applies only to Maintenance Costs, the liability for which did not arise prior to the Effective Date.

6.3 Maintenance Costs Budget

Minera Tango shall provide Northwestern with an annual budget and timetable for expending and performing the Maintenance Costs (the “Annual Budget”) within 45 days of the Effective Date and shall provide Northwestern with an Annual Budget within 45 days of each anniversary date of the Effective Date. During the Option Period, Northwestern shall pay all Maintenance Costs to the applicable person as such costs become due. Minera Tango shall be entitled to revise any Annual Budget upon a change in the amount and/or timing of performance of any Maintenance Costs.

6.4 Delivery of Programs and Budgets

No later than thirty (30) days after the Effective Date, Northwestern shall deliver to Minera Tango a written program and budget specifying in reasonable detail an outline, including the estimated Work Costs together with an activities schedule and timetable, of any and all research, prospecting, exploration and development proposed to be carried out during the first phase of the exploration program Northwestern proposes to carry out on the mining lots covered by the

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Concessions, which shall be in the sole discretion of Northwestern. Within sixty (60) days of completion of such program and budget and each subsequent phase of the exploration program, Northwestern will prepare and provide Minera Tango with a program and budget for the next phase of the program. Northwestern will give detailed advance notice in writing to Minera Tango of any material deviation from any program and budget, together with the reasons therefore and a revised program and budget for the remaining months of the applicable Work Costs period.

6.5 Informal Advisory Committee

During the Option Period, an informal committee consisting of Northwestern and Minera Tango management and technical personnel shall meet on at least a semi-annual basis or on such shorter basis as mutually deemed necessary by Northwestern and Minera Tango to address matters relating to Work to be conducted by Northwestern through NMS as Operator pursuant to this Agreement. Northwestern shall take into account in good faith any technical and managerial comments made by the representatives of Minera Tango, but shall continue to have sole discretion regarding all Work Costs incurred.

6.6 Conduct of Work

All Work conducted by Northwestern through NMS or its Agents on the mining lots covered by the Concessions shall be done in a prudent and workmanlike manner to the best of its ability, skill and judgment and in accordance with good mining practice and in compliance with all Applicable Laws, and in accordance with the terms of the applicable concessions, licences, permits and agreements pertaining to the Concessions. Northwestern shall promptly notify Minera Tango of any allegations of violation of any of the foregoing.

6.7 Insurance

During the Option Period, Northwestern through NMS as Operator shall acquire and maintain adequate insurance coverage in accordance with normal industry standards and practice protecting the interests of Minera Tango (including from third party claims) and shall cause its Agents to obtain and maintain similar adequate insurance. For greater certainty and without limitation, such insurance shall include public liability and property damage coverage in accordance with normal industry standards naming Minera Tango as an insured, with severability of interest and protecting the interests of Minera Tango (including from third party claims).

6.8 Removal of Liens

During the Option Period, Northwestern through NMS as Operator shall pay or cause to be paid all Agents of Northwestern including, without limitation, workers or wage earners employed by Northwestern through NMS on the mining lots covered by the Concessions and for all material purchased by Northwestern in connection with all Work which might give rise to a lien or privilege on the mining lots covered by the Concessions. Should any such lien or privilege be recorded against the Concessions in consequence of any Work done on the mining lots covered by the Concessions by or for Northwestern through NMS, Northwestern through NMS shall forthwith take all such actions, including initiating legal proceedings, as may be necessary to

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have such lien or privilege removed or discharged from the Concessions and shall have the same removed or discharged with all reasonable dispatch provided, however, that upon such removal or discharge of such lien or privilege, Northwestern or NMS may proceed to contest any such claim of lien or privilege in good faith and diligently.

6.9 Reports and Inspection

As Operator, Northwestern shall provide Minera Tango, when Work is being conducted during the Option Period, with: (i) quarterly reports indicating the status of all Work; (ii) a copy of all factual geologic information by December 31 of each year the Agreement is in force; and (iii) timely current reports and information forthwith upon the occurrence of any material results or events, supported by copies of relevant data in respect of such material results or events. Northwestern and Minera Tango shall each keep confidential all of such reports and information as provided by Article 8. Minera Tango shall retain exclusive title to such reports and information during the Option Period. Upon the exercise of the Option by Northwestern, title to such reports and information shall be transferred by Minera Tango to the Mining Company.

6.10 Access

During the Option Period, Minera Tango shall have, at all reasonable times, timely access to the mining lots covered by the Concessions and to all data, studies, maps, drill core and all other information generated by Northwestern or NMS in respect of or derived from the Concessions and their mining lots, in all cases at its own risk and cost.

6.11 Indemnification by Operator

(a) Northwestern as Operator shall indemnify and hold harmless Minera Tango and its Affiliates and their respective directors, officers, managers, employees and representatives from, against and in respect of any and all Losses actually suffered or incurred by such Persons arising out of or in any way connected with operations or Work conducted by Northwestern through NMS or its Agents on or in respect of the Concessions and their mining lots or other actions of Northwestern or of NMS as Operator or by Northwestern’s Agents, including reclaiming all or any part of the Concessions in respect of any work performed by Northwestern through NMS or its Agents, or in respect of the Concessions or their mining lots, or Northwestern’s failure to fund and pay Maintenance Costs in accordance with the terms of this Agreement.

(b) The Parties acknowledge and agree that Northwestern shall not be responsible for any environmental or other liabilities resulting from Work conducted on the mining lots covered by the Concessions prior to the Effective Date.

(c) Each Party covenants and agrees with the other Party (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:

(i) be solely liable and responsible for any and all Claims which the Indemnified Party or any of its Agents (or Agents of its Affiliates), may suffer, sustain, pay or incur; and

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(ii) indemnify and save the Indemnified Party and its Agents (and Agents of its Affiliates), 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 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 the event that Minera Tango is the Indemnifying Party, any environmental or other liabilities resulting from Work conducted on the Concessions prior to the Effective Date. This section 6.11 shall survive the termination or expiry of this Agreement.

6.12 NMS

(a) Notwithstanding any provision to the contrary contained in this Agreement, Northwestern shall not permit NMS to carry out, conduct, perform, undertake or fulfill any of covenant or obligation of Northwestern under this Agreement that NMS is entitled to carry out, conduct, perform, undertake or fulfill in accordance with the terms of this Agreement, or permit NMS to enforce any rights granted to Northwestern under this Agreement, including the right to maintain and exercise the Option, unless:

(i) NMS is duly incorporated, organized and in good standing during the term of this Agreement under all applicable Mexican laws (including Mexican Official Standards and Non-Official Standards); and

(ii) NMS is and remains during the term of this Agreement an Affiliate of Northwestern.

(b) Upon the due incorporation of NMS, Northwestern shall cause NMS to agree in writing in favour of Minera Tango and Yamana to be bound by the terms of this Agreement.

(c) Northwestern hereby agrees that it shall remain jointly and severally liable for any and all Losses incurred or suffered by Minera Tango or Yamana resulting from any act or omission of NMS arising out of or in connection with this Agreement.

ARTICLE 7

TERMINATION

7.1 Termination Events

Subject to the obligations of the Parties which expressly survive the termination of this Agreement, the Option shall terminate:

(a) if Northwestern fails (i) to deliver notice to Minera Tango and Yamana that it has exercised the Option in accordance with section 2.8; or (ii) fails to incur the required Work Costs (or make payments to Minera Tango in lieu thereof) on or before the relevant Expenditure Date as set forth in section 2.3(a); or (iii) fails to issue and deliver the Northwestern Shares to Yamana in accordance with the schedule set out in section 2.3(b);

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or (iv) fails to pay the Cash Consideration to Yamana in accordance with the schedule set out in section 2.3(c), on the date immediately following the date such notice or other deliveries were deliverable or the date immediately following such relevant Expenditure Date, as the case may be;

(b) upon receipt by Minera Tango and Yamana of notice from Northwestern pursuant to section 2.3 given prior to the exercise of the Option that Northwestern will not incur the Work Costs in accordance with section 2.3(a), issue and deliver the Northwestern Shares to Yamana in accordance with section 2.3(b) and/or pay the Cash Consideration to Yamana in accordance with section 2.3(c);

(c) following fifteen (15) Business Days prior written notice to Northwestern from Minera Tango (with a copy to Yamana), if Northwestern shall fail to fund directly or indirectly the Maintenance Costs in respect of the Concessions or any part thereof in accordance with the terms hereof and Northwestern has not cured such default within such fifteen (15) Business Day period; or

(d) upon the mutual consent of the Parties;

provided that for greater certainty, and without limitation, sections 7.2 through 7.6 inclusive as well as Article 8 shall survive the termination of this Agreement.

7.2 Release and Quitclaim of Concessions

If this Agreement or the Option is terminated by notice from Northwestern prior to the exercise of the Option, Northwestern shall forthwith, and in any event within fifteen (15) days of such termination, deliver to Minera Tango a release and quitclaim in form and content satisfactory to Minera Tango, acting reasonably, with respect to the Concessions and this Agreement (except such portions of this Agreement that survive the termination of this Agreement).

7.3 Maintenance Costs

Upon termination of the Option, Northwestern shall ensure that it has funded all Maintenance Costs payable up to the date of termination of the Option in accordance with the terms hereof and that the Concessions, their mining lots and all related concessions, permits and licences are in good standing for not less than six (6) months after termination, free and clear of all Encumbrances, subject to the Existing Royalties.

7.4 Delivery of Data

Upon the termination of the Option, Northwestern shall deliver to Minera Tango within thirty (30) days of the date of termination of the Option, all originals of maps, reports, results of surveys and drilling, assay results, environmental studies, notifications from Government Agencies and all other reports of information provided to Northwestern by Minera Tango as well as copies of any assay plans, drill records, information, maps and other pertinent exploration reports produced by Northwestern through NMS or its Agents and related to the Concessions and their mining lots.

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7.5 Removal of Liens

If upon or following termination of the Option, a lien on the Concessions shall arise in connection with Work conducted by Northwestern through NMS or its Agents and Northwestern shall wish to contest such lien, Northwestern shall post security sufficient to permit such lien to be discharged and shall forthwith take all such measures as are necessary in order to discharge such lien, provided that, upon such removal of any such liens, Northwestern either directly or through NMS may proceed to contest any such liens in good faith.

7.6 Removal of Buildings and Environmental Matters

Upon termination of the Option:

(a) all buildings, plant, equipment, machinery, tools, appliances and supplies which may have been brought upon the mining lots covered by the Concessions by or on behalf of Northwestern through NMS as Operator shall be removed by Northwestern at any time not later than one hundred and eighty (180) days after termination of the Option, unless other arrangements on terms satisfactory to Minera Tango are made between Northwestern and Minera Tango, and if not so removed, such buildings, plant and equipment, machinery, tools, appliances and supplies shall, at the sole option of Minera Tango, become the property of Minera Tango as may be removed by Minera Tango or its Agents at the expense of Northwestern; and

(b) Northwestern through NMS shall perform all rehabilitation, reclamation or pollution control on the mining lots covered by the Concessions which is required as a result of Northwestern’s, NMS’s or their Agents’ activities thereon, to the standard required in accordance with all Applicable Laws as approved by the appropriate Government Agency having jurisdiction.

ARTICLE 8

CONFIDENTIAL INFORMATION

8.1 Confidentiality

(a) The Parties agree to treat this Agreement and all terms and conditions hereof, and all data, reports, records, and other information, coming into the possession of the Parties and their employees, agents, contractors and Affiliates by virtue hereof, as confidential except if disclosure is required by Applicable Law or by any Government Agency. Such information shall not be otherwise disclosed to any Person without the prior consent of the other Party, which consent shall not be unreasonably withheld.

(b) The consent required by this section 8.1(a) shall not apply to a disclosure to:

(i) comply with any Applicable Laws, stock exchange rules or a regulatory authority having jurisdiction;

(ii) a director, officer or employee of a Party;

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(iii) an Affiliate of a Party;

(iv) an Agent of a Party that has a bona fide need to be informed;

(v) any third party to whom the disclosing Party may assign any of its rights under this Agreement; or

(vi) a bank or other financial institution from which the disclosing Party is seeking equity or debt financing;

provided, however, that in the case of paragraphs (v) and (vi) 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.

(c) The obligations of confidentiality and prohibitions against use under this Agreement shall not apply to information that the disclosing Party can show by reasonable documentary evidence or otherwise:

(i) as of the Effective Date, was in the public domain other than as a result of a breach of this Article 8;

(ii) 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 only after, and only to the extent that, it is published or otherwise becomes part of the public domain); or

(iii) was information that the disclosing party or its Affiliates were required to disclose pursuant to the order of any Governmental Agency or judicial authority.

8.2 Public Announcements

No public statement or press release shall be made by any Party unless such Party making such disclosure shall consult with the other Party prior to making such statement or press release, and the Parties shall use all reasonable efforts, acting in good faith, to agree upon a text for such statement or press release which is satisfactory to the Parties, subject in all cases to Applicable Law. For greater certainty, the Parties agree that the foregoing provisions of this section 8.2 shall not operate to prohibit any Party from issuing a public statement or press release where it is required by Applicable Law.

ARTICLE 9

OTHER BUSINESS OPPORTUNITIES

9.1 Relationship of the Parties

The rights, privileges, duties, obligations and liabilities, as between Minera Tango and Northwestern shall be separate and not joint or collective and nothing herein contained shall be construed as creating a partnership, an association, agency or, subject as herein specifically provided, a trust of any kind or as imposing upon either of Minera Tango and Northwestern any partnership duty, obligation or liability, including, without limitation, any fiduciary duty or

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obligation. Neither Minera Tango nor Northwestern is liable for the acts, covenants and agreements of the other.

9.2 Other Opportunities

Each of Minera Tango and Northwestern shall have the free and unrestricted right independently to engage in and receive the full benefits of any and all business endeavours of any sort whatsoever whether or not competitive with the endeavours contemplated herein without consulting the other or inviting or allowing the other to participate therein. Neither Minera Tango nor Northwestern shall be under any fiduciary or other duty to the other which shall prevent it from engaging in or enjoying the benefits of competing endeavours within the general scope of endeavours contemplated by this Agreement. The legal doctrine of “corporate opportunity” sometimes applied to persons engaged in a joint venture or having fiduciary status shall not apply in the case of Minera Tango and Northwestern. Each of Minera Tango and Northwestern hereby waives its rights to partition of the Concessions and agrees that it will not seek or be entitled to partition of the Concessions, whether by way of physical partition, judicial sale or otherwise.

ARTICLE 10

NOTICES

10.1 Notices

All payments, notices, reports or other communications required or permitted by this Agreement shall be deemed to have been properly given and delivered when delivered by facsimile transmission (with an original copy subsequently delivered by registered mail) or by delivery by courier or by hand with all delivery charges fully prepaid and addressed to the Parties, respectively, as follows:

To Minera Tango at:

c/o Yamana Gold Inc.

150 York Street, Suite 1102

Toronto, Ontario

M5H 3S5

Attention: Jacqueline Jones

Facsimile No.: 416-815-0021

To Northwestern at:

36 Toronto Street

Suite 1000

Toronto, Ontario

M5C 2C5

Attention: President

Facsimile No.: 416-367-6891

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with a copy to:

Goodman & Carr LLP

2300-200 King Street West

Toronto, Ontario

M5H 3W5

Attention: Jay Goldman

Facsimile: 416-595-0567

To Yamana at:

150 York Street

Suite 1102

Toronto, Ontario

M5H 3S5

Attention: President

Facsimile No.: 416-815-0221

with a copy to:

Cassels Brock & Blackwell LLP

2100 Scotia Plaza

40 King Street West

Toronto, Ontario

M5H 3C2

Attention: Mark Bennett

Facsimile No.: 416-350-6933

or to the latest known address of the Party concerned, as furnished pursuant to section 10.3.

10.2 Receipt

The date of receipt by the addressee of all notices given and delivered by facsimile transmission or delivered by courier or by hand as aforesaid shall be the date of actual delivery.

10.3 Change of Address

A Party may change its address for the purpose hereof by giving written notice of such change to the other Party at the latest address provided in accordance with this Article 10.

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ARTICLE 11

FORCE MAJEURE

11.1 Force Majeure

(a) Time shall be of the essence of this Agreement, provided however that notwithstanding anything to the contrary contained herein, if any Party should at any time or times during the currency of this Agreement be delayed in or prevented from complying with this Agreement by reason of wars, acts of God, strike, lockouts or other labour disputes, inability to access its place of business or the mining lots covered by the Concessions (other than inability to access the mining lots covered by the Concessions because of the seasonality of weather conditions for which Northwestern or NMS has not properly and adequately planned), acts of public insurrection, riots, fire, storm, flood, explosion, government restriction, failure to obtain any approvals required from any Government Agency having jurisdiction (but only in the circumstances that the Operator has filed timely and complete applications for such approvals from such Government Agencies having jurisdiction), including environmental protection agencies, interference of persons primarily concerned about environmental issues or native rights groups or other causes whether of the kind enumerated above or otherwise which are not reasonably within the control of the applicable Party, but excluding for greater certainty, the lack or unavailability of funds, the period of all such delays resulting from such causes or any of them, shall be excluded in computing the time within which anything required or permitted by the applicable Party to be done, is to be done hereunder, and the time within which anything is to be done hereunder shall be extended by the total period of all such delays. Nothing contained in this Article shall require the applicable Party to settle any labour dispute or to test the constitutionality of any enacted law. In the event that any Party asserts that an event of force majeure has occurred, it shall complete such commercially reasonable actions or cause such commercially reasonable actions to be completed as may be necessary to correct or terminate the alleged event of force majeure and give notice in writing to the other Parties specifying the following:

(i) the cause and nature of the alleged event of force majeure;

(ii) a summary of the action it or its Agents have taken to the date of such notice to correct the alleged event of force majeure;

(iii) confirmation as to all acts, actions and things done by it or its Agents to terminate the event of force majeure; and

(iv) the reasonably expected duration of the period of force majeure.

(b) Any Party asserting an event of force majeure shall provide ongoing periodic notice in writing to the other Party with respect to such events of force majeure, including the matters set out above, within 15 days of the end of each calendar month during the period of force majeure and shall provide prompt notice in writing to the other Party upon the termination of the event of force majeure.

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ARTICLE 12

ARBITRATION

12.1 Arbitration

Any matter in this Agreement in dispute between the Parties which has not been resolved by the Parties within fifteen (15) days of the delivery of notice by either Party of such dispute shall be referred to binding arbitration. Such referral to binding arbitration shall be to a qualified single arbitrator pursuant to the Arbitration Act, 1991 (Ontario), which Act shall govern such arbitration proceeding in accordance with its terms except to the extent modified by the rules for arbitration set out in Schedule “E”. The determination of such arbitrator shall be final and binding upon the Parties hereto and the costs of such arbitration shall be as determined by the arbitrator. The Parties covenant that they shall conduct all aspects of such arbitration having regard at all times to expediting the final resolution of such arbitration.

ARTICLE 13

GENERAL

13.1 Further Assurances

Each party hereto shall, from time to time, and at all times, perform all acts and execute and deliver the deeds and documents and give such assurances as are reasonably required in order to perform, carry out, and give effect to the terms of this Agreement.

13.2 Effect of Waiver

A waiver of any breach of a provision of this Agreement shall not be binding upon a party hereto unless the waiver is in writing and such waiver shall not affect such party’s rights in respect of any subsequent breach.

13.3 Successors and Assigns

This Agreement shall enure to the benefit of and be binding upon the parties hereto, their respective successors and their permitted assigns.

13.4 Assignment

Neither Minera Tango nor Northwestern shall sell, transfer, assign or convey this Agreement (and in the case of Minera Tango, the Concessions), or any of its rights, benefits, privileges or obligations hereunder, without the prior written consent of the other, which consent may not be unreasonably withheld, provided that either Minera Tango or Northwestern may sell, transfer, assign or convey this Agreement (or, in the case of Minera Tango, the Concessions) and its rights, benefits and privileges thereunder, to an Affiliate, provided that:

(i) the assigning party delivers written notice of such assignment to the non-assigning party;

(ii) such Affiliate agrees in writing with the non-assigning party and Yamana to be bound by the terms of this Agreement;

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(iii) before such Affiliate ceases to be an Affiliate of the assigning party, the interest assigned must be assigned back to such assigning party; and

(iv) notwithstanding such assignment, the assigning party shall continue to be bound by the terms of this Agreement.

13.5 Acts in Good Faith

Each party hereto shall at all times during the currency of this Agreement and after the expiry or termination of the Option, if applicable, act in good faith with respect to the other parties hereto and shall do or cause to be done all things within their respective powers which may be necessary or desirable to give full effect to the provisions hereof.

13.6 Expenses

Each party hereto shall bear and pay for its respective costs and expenses, including, but not limited to, all legal fees, costs and expenses, incurred in connection with the negotiation, preparation and execution of this Agreement and the Shareholders’ Agreement. For greater certainty, any and all such costs and expenses shall not constitute or compromise the Work Costs.

13.7 Severability

Any provision of this Agreement which is invalid or unenforceable shall not effect any other provision and shall be deemed to be severable from this Agreement.

13.8 Amendment

None of the provisions of this Agreement shall be amended or modified shall be effective unless made in writing and signed by all of the parties hereto.

13.9 Entire Agreement

This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto with respect to the subject matter hereof, including the Letter Agreement and the RNC Agreement. The execution of this Agreement has not been induced by, nor do the parties hereto rely upon or regard as material, any covenants, representations or warranties whatsoever not incorporated herein and made a part hereof.

13.10 Choice of Language

The parties hereto have expressly required that this Agreement and all documents and notices relating hereto be drafted in English.

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[Signature Page to Follow on Page 32]

13.11 Counterparts & Delivery

This Agreement may be executed in counterparts and delivered by facsimile transmission with original copies to be delivered forthwith thereafter, each of which counterparts so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have entered into this Option Agreement effective as of the day and year first above written.

MINERA TANGO, S.A. de C.V.
Per:
	Name:
	Title:	c/s

NORTHWESTERN MINERAL VENTURES INC.
Per:
	Name:
	Title:	c/s

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YAMANA GOLD INC.
Per:
	Name:
	Title:	c/s

SCHEDULE “A”

CONCESSION LIST

Mining Concessions granted by the Mexican Government over the following mining lots:

Mining Lots	Title Number	File Number	Title Date	Surface area in Ha.	Municipio/State
Picachos	211194	025/24465	11-Apr-00	4225.4414	San Dimas, Durango
Camargo	217367	025/30728	9-Jul-02	2561.871	San Dimas, Durango
Camargo-2	226380	025/31774	13-Jan-06	865.6426	San Dimas, Durango
La Cruz	227828	025/32595	22-Aug-06	122	San Dimas, Durango

SCHEDULE “B”

FORM OF SHAREHOLDERS’ AGREEMENT

SCHEDULE “C”

EXISTING ROYALTIES

1. 1.75% net smelter return royalty payable to Minera Camargo, S.A. de C.V. pursuant to a Royalty Agreement between Minera Tango and Minera Camargo, S.A. de C.V. dated September 7, 2006.

SCHEDULE “D”

MINING COMPANY BY-LAWS

ESCRITURA NUMERO.

LIBRO MIL SEISCIENTOS OCHENTA Y NUEVE

EN MEXICO, DISTRITO FEDERAL, a los XXXXXX días del mes de XXXXXXXXX del dos mil seis, ante mí, Licenciado XXXXXXXXXXXXXXX, Titular de la Notaría número XXXXXXXX de este Distrito, comparecen (SE INSERTARÁN LOS NOMBRES DE LOS ACCIONISTAS) y otorgan:

LA CONSTITUCION DE UNA SOCIEDAD MERCANTIL ANONIMA

DE CAPITAL VARIABLE

PERMISO DE LA SECRETARIA DE RELACIONES EXTERIORES.

Marcado con la letra “A” y número de la presente escritura, agrego al apéndice del protocolo, el Permiso expedido por la Secretaría de Relaciones Exteriores, que es como sigue:(Se transcribirá aquí el texto integro del permiso que otorgue la Secretaría de Relaciones Exteriores)

C L A U S U L A S

PRIMERA.- DENOMINACION.- Las comparecientes, por el presente instrumento constituyen una sociedad anónima de capital variable que se denominará “XXXXXXXXXX”, debiendo ir seguida de las palabras SOCIEDAD ANONIMA DE CAPITAL VARIABLE, o de su abreviatura “S.A. DE C.V.”

SEGUNDA.- DURACION.- NOVENTA Y NUEVE AÑOS, contados a partir de la fecha de firma de esta escritura.

TERCERA.- DOMICILIO.- LA CIUDAD DE MEXICO, DISTRITO FEDERAL, sin perjuicio de establecer oficinas o sucursales en cualesquiera otro lugar de la República o del

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Extranjero sin que por ello se entienda cambiado dicho domicilio.

CUARTA.- OBJETO.- ES EL SIGUIENTE:

I.- La adquisición, transferencia, exploración, explotación por cualquier título legal de fundos mineros o de derechos relacionados con ellos.

II.- La obtención por cualquier título legal de concesiones, permisos, autorizaciones o contratos para la exploración y explotación de minerales metálicos y no metálicos.

III. La exploración, explotación, extracción, preparación, elaboración, molienda, beneficio, fundición, refinación, conversión, tratamiento y preparación para el mercado y la venta de toda clase de metales y minerales metálicos y/o no metálicos, y la fabricación, industrialización, producción, uso y venta de toda clase de substancias y productos minerales y químicos y de productos minerales y metálicos.

IV. La adquisición, desarrollo y venta por cualquier título de concesiones y derechos sobre fundos mineros, plantas de beneficio de fundición, o de cualesquiera otras plantas que los requieran.

V. La adquisición, construcción, establecimiento y operación bajo cualquier título legal, de toda clase de plantas de beneficio, plantas de tratamiento de minerales, plantas metalúrgicas, plantas de productos químicos, plantas para el proceso, fabricación e industrialización de productos minerales, metálicos o no metálicos y plantas, instalaciones o servicios relacionados con aquellas o con la operación de las mismas.

VI. La compra, venta, permuta y comercio en general con toda clase de minerales y metales y con toda clase de substancias y productos químicos y de productos minerales y metálicos; y la adquisición de toda clase de minerales concentrados, metales y substancias necesarios para el

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beneficio o tratamiento de minerales y para la operación de plantas de productos metalúrgicos o químicos o de productos minerales y demás plantas antes mencionadas.

VII. La adquisición y enajenación por cualquier título legal de acciones en compañías mineras o metalúrgicas o en compañías de productos químicos o minerales y la participación en negociaciones de la misma naturaleza en general.

VIII. La adquisición, utilización y enajenación por cualquier título legal de toda clase de bienes muebles e inmuebles y de derechos reales o personales que sean necesarios o convenientes para la realización de los objetos antes mencionados.

IX. La prestación y/o contratación de toda clase de servicios de asesoría, supervisión, administrativos o técnicos relacionados con la operación de plantas metalúrgicas, químicos o de productos minerales, y el desarrollo u operación de minas o el comercio con minerales o productos químicos o con otras actividades relacionadas con las anteriores.

X. La obtención, adquisición, utilización o enajenación por cualquier título de patentes, marcas o nombres comerciales o derechos sobre ellos, en México o en el Extranjero, que se relacionen con los objetos anteriores.

XI. La emisión, aceptación, endoso y en general, la negociación con toda clase de títulos de crédito, incluyendo obligaciones con o sin garantía real o cédulas hipotecarias.

XII. El otorgamiento de garantías, incluyendo avales respecto del pago o cumplimiento de adeudos y obligaciones de otras empresas, cuando la sociedad tenga o controle en ellas una participación o interés sea su subsidiaria o tenga relaciones de negocios con cualquiera de dichas empresas.

XIII. En general, la celebración de los contratos, la realización de las operaciones y la ejecución de todos los actos necesarios o convenientes para la consecución de los objetos antes mencionados o que con ellos se relacionen.

QUINTA.- NACIONALIDAD.- La sociedad es Mexicana.- En relación con la inversión

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extranjera en el capital de la sociedad, es de tenerse en cuenta lo siguiente:

a).- La inversión extranjera puede participar en cualquier proporción en el capital social de las sociedades mexicanas, adquirir activos fijos, ingresar a nuevos campos de actividad económica o fabricar nuevas líneas de productos, abrir y operar establecimientos y, ampliar o relocalizar los existentes, sin más salvedades, modalidades ni excepciones que las señaladas por los artículos quinto, sexto, séptimo y octavo de la Ley de Inversión Extranjera y transitorios aplicables.

b).- Los accionistas extranjeros actuales o futuros de la sociedad, se obligan ante la Secretaría de Relaciones Exteriores a considerarse como nacionales respecto de:

I.- Las acciones que adquieran en la sociedad;

II.- Los bienes, derechos, concesiones, participaciones o intereses de que sea titular la sociedad, y

III.- Los derechos y obligaciones que deriven de los contratos en que sea parte la propia sociedad y a no invocar por lo mismo la protección de sus gobiernos bajo la pena en caso contrario, de perder en beneficio de la Nación los derechos y bienes que hubiesen adquirido.

SEXTA.-CAPITAL SOCIAL.- Será variable, siendo el MINIMO FIJO DE $50,000.00 (CINCUENTA MIL PESOS, MONEDA NACIONAL) y el máximo ilimitado.

El capital mínimo estará representado por CIEN ACCIONES NOMINATIVAS, ORDINARIAS, SERIE UNO, con valor de CIEN PESOS, moneda nacional, cada una, íntegramente suscritas y pagadas.--La parte variable del capital podrá estar representado por acciones nominativas ordinarias o preferentes que tendrán las características que determine la Asamblea General de Accionistas que apruebe su emisión y formarán las series DOS y SUBSIGUIENTES.

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Tanto la Serie Uno como la Serie Dos y subsiguientes, estarán integradas por acciones de libre suscripción.

SEPTIMA.-AUMENTO O REDUCCION DE CAPITAL.- El aumento o reducción al capital mínimo fijo de la sociedad y la correspondiente emisión y cancelación de acciones deberán ser acordados por una Asamblea Extraordinaria de Accionistas o por la resolución unánimeme de los Accionistas con derecho a voto confirmada por escrito con sujeción a la Ley General de Sociedades Mercantiles.- El aumento o reducción al capital variable de la sociedad y la correspondiente emission o cancelación de acciones deberá ser acordado por la Asamblea Ordinaria de Accionistas o por la unanimidad de los Accionistas con derecho a voto ajustándose a las siguientes reglas:

a).- Las acciones emitidas y no suscritas o los certificados provisionales en su caso, se conservarán en la Sociedad para ponerse en circulación en las épocas y por las cantidades que los Accionistas, ya sea reunidos en Asamblea o mediante resolución unánime adoptada fuera de Asamblea nestimen convenientes para el desarrollo de las actividades sociales.

b).- Todo aumento del capital de la parte variable será hecho por resolución de la Asamblea Ordinaria, pero no podrá decretarse nuevo aumento antes de que estén íntegramente pagadas las acciones que constituyan el anterior aumento. Al tomarse el acuerdo se fijarán los términos y bases conforme a los cuales deba llevarse a cabo la suscripción y pago, y los accionistas gozarán del derecho preferente conforme al Artículo ciento treinta y dos de la Ley General de Sociedades Mercantiles para lo cual deberán ser notificados quince días antes de la fecha señalada para la suscripción.

La notificación se hará personalmente y de no ser esto posible mediante una sola publicación en el periódico oficial del domicilio de la sociedad o en uno de los periódicos de mayor circulación en la República.

c).- Toda reducción del capital en la parte variable podrá realizarse sin mas formalidad que por resolución de la

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Asamblea Ordinaria de Accionistas, cuando lo estimen conveniente o cuando algún accionista solicite el retiro parcial o total de sus aportaciones.

Independientemente de lo anterior, las reducciones al capital se ajustarán a las siguientes estipulaciones:

1.- Toda reducción se hará por acciones íntegras.

2.- Tan pronto como se decrete una disminución, la resolución deberá notificarse a cada accionista, concediéndole el derecho para amortizar sus acciones en proporción a la reducción del capital decretado, dicho derecho deberá ejercitarse dentro de los quince días siguientes contados a partir de la notificación. La notificación se hará personalmente y de no ser ésto posible mediante una sóla publicación en el periódico oficial del domicilio de la sociedad o en uno de los periódicos de mayor circulación en la República.

3.- Si dentro del plazo arriba señalado se solicitare el reembolso de un número de acciones igual al capital reducido se reembolsará a los accionistas que hubieren solicitado el reembolso en la fecha que al efecto se hubiere fijado.

4.- Si las solicitudes de reembolso excedieren el capital amortizable, el monto de la reducción se distribuirá para su amortización entre los solicitantes, en proporción al número de acciones que cada uno haya ofrecido y se procederá al reembolso en la fecha que para tal fin se hubiere determinado.

5.- Si las solicitudes hechas no completaran el número de acciones que deban amortizarse, se reembolsarán las de los que hubieren solicitado la amortización y se designarán por sorteo ante Notario o Corredor Público el resto de las acciones que deban amortizarse hasta completar el monto en que se haya acordado la disminución del capital.

6.- En el caso de que la reducción se origine por la solicitud de retiro de algún accionista, ésta surtirá efecto hasta el fin del ejercicio que esté corriendo, siempre y cuando la

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solicitud se hubiere efectuado antes del último trimestre de dicho ejercicio, y si dicha solicitud se hiciera después, la reducción surtirá sus efectos sólo hasta el fin del ejercicio siguiente.

7.- Al reducirse el capital en la parte variable, las acciones que se amorticen se canjearán por acciones de tesorería para conservarse y ponerse en circulación en futuros aumentos en los términos de los incisos a) y b) de ésta cláusula.

OCTAVA.- ACCIONES.- Confieren a sus tenedores iguales derechos, correspondiendo un voto a cada una. Los títulos de acciones serán firmados por el Administrador General o dos miembros del Consejo de Administración y llenarán los requisitos que exige el Artículo Ciento Veinticinco de la Ley General de Sociedades Mercantiles, tendrán anexos cupones para el pago de dividendos e inserta la cláusula quinta.

Los accionistas gozarán del derecho de preferencia para adquirir acciones de la sociedad que cualquier accionista desee transmitir, al mismo precio que haya sido ofrecido a dicho accionista en una oferta de buena fe por terceros, conforme a las siguientes reglas:

1. Al efecto, el accionista que desee enajenar todas o alguna parte de sus acciones dará aviso por escrito al Administrador Único o al Secretario del Consejo de Administración en su caso, indicando las acciones que pretenda transmitir y el precio al que pretenda venderlas, el término y condiciones de pago de las mismas y demás circunstancias pertinentes.

2. Tan pronto como reciba dicho aviso el Administrador Único o el Secretario del Consejo, éste notificará por escrito la oferta a todos los accionistas inscritos en el libro de registro de acciones de la sociedad, al domicilio que cada uno de ellos tenga inscrito en dicho libro. Los

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accionistas gozarán de un plazo de 30 (treinta) días naturales contados a partir de la fecha en que reciban la notificación del Administrador Único o del Secretario del Consejo, para ejercitar su derecho de preferencia, dando aviso por escrito al Administrador Único o al Secretario de su decisión de ejercitar dicho derecho.

3. Para los efectos del ejercicio del derecho de preferencia establecido en este artículo, en caso de haber más de un accionista interesado en adquirir las acciones ofrecidas, tales acciones serán adquiridas por los compradores interesados en proporción al número de acciones de la sociedad que sean de su propiedad en aquel momento, excluyendo para efectos del cómputo de esta proporción las acciones ofrecidas y las acciones de aquellos accionistas que hayan renunciado al ejercicio del derecho de preferencia aquí consignado.

4. El precio de las acciones será cubierto en los términos y condiciones en que el accionista oferente hubiere estado de acuerdo en vender a un tercero.

5. A la expiración del plazo de 30 (treinta) días al que se refiere el inciso 2 anterior, si no se hubiere ejercitado el derecho de preferencia con respecto a parte o a la totalidad de las acciones ofrecidas en venta, el accionista oferente tendrá facultad, durante un período de 90 (noventa) días, a partir de la expiración del plazo señalado para el ejercicio del derecho de preferencia, de transmitir las acciones no adquiridas por los demás accionistas de acuerdo con las disposiciones de este artículo, a cualquier tercero capacitado para ello, a un precio no menor al de su oferta a los demás accionistas, en la inteligencia de que, si no vende las acciones respectivas dentro del plazo de 90 (noventa) días, la transmisión de las mismas volverá a quedar sujeta a las reglas establecidas en este artículo.

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6. El derecho consignado en este artículo será indivisible y por tanto deberá ser ejercitado respecto de todas las acciones ofrecidas.

NOVENA.- TITULO DE ACCIONES.- Estos y los certificados provisionales, serán expedidos por el Administrador General o en su caso por el Consejo de Administración, amparando una o más, quienes podrán canjear certificados que cubran determinado número de acciones por una o varias certificaciones nuevas según lo soliciten los accionistas, y siempre que el o los certificados nuevos cubran el mismo número de acciones que los títulos en cuyo lugar se expidan.

DECIMA.-AUTORIDAD SUPREMA.- Es la Asamblea General de Accionistas, y sus decisiones obligan a todos los órganos de la sociedad y aún a los accionistas ausentes o disidentes.

DECIMA PRIMERA.-ASAMBLEAS EXTRAORDINARIAS Y ORDINARIAS.- Las primeras tratarán de los asuntos a que se refiere el artículo ciento ochenta y dos de la Ley General de Sociedades Mercantiles; y las segundas, de cualquier otro asunto, pudiendo celebrarse ambas en cualquier tiempo.

DECIMA SEGUNDA.-ASAMBLEA ORDINARIA ANUAL.- Deberá celebrarse dentro de los cuatro meses siguientes a la conclusión de cada ejercicio social y tratará, además de los asuntos listados en el Orden del Día, de los siguientes:

I.- Discutir, aprobar o modificar el informe de los Administradores, después de oír el del o los Comisarios, y tomar las medidas que se consideren oportunas.

II.- Nombrar a los Administradores y Comisarios en su caso y determinar sus emolumentos.

III.- Del reparto de utilidades.

DECIMA TERCERA.-CONVOCATORIA DE ASAMBLEAS.- Deberá hacerla el Administrador, el Consejo o el Comisario. Los accionistas que representen el treinta y tres por ciento del capital social por lo menos, podrán solicitarles por escrito en cualquier tiempo, convoquen a una Asamblea General de Accionistas para tratar los asuntos indicados. También podrá hacer esa misma solicitud el titular de una sola acción, en los casos previstos por el artículo ciento ochenta y cinco de la misma Ley.

La convocatoria contendrá el Orden del Día, se publicará por una sola vez en el Periódico Oficial de la Entidad del domicilio de la sociedad o en uno de los periódicos de mayor circulación, con anticipación de quince días mínimo y será firmada por quien la haga.

DECIMA CUARTA.-NO SE REQUIERE PUBLICACION:

a).- Cuando se reúna una Asamblea como continuación de otra, siempre que en la anterior se haya señalado día y hora para continuarla, y no

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se traten más asuntos que los indicados en la primera convocatoria.

b).- Cuando en una Asamblea esté presente, al tomar la votación la totalidad de las acciones que integran el capital social.

DECIMA QUINTA.- ABSTENCION DE VOTO.- El Administrador, los Consejeros, Gerentes, Comisarios y Accionistas, deberán abstenerse de votar en los casos en quela Ley lo indica, y cuando sin su voto no hubiere quórum para tomar resoluciones, éstas serán válidas, si son aprobadas por mayoría de las acciones representadas con facultades de voto.

DECIMA SEXTA.- REQUISITO DE ASISTENCIA.- Para concurrir a las Asambleas, los accionistas de la Sociedad acreditarán su carácter de dueños de sus acciones, con el registro que de las mismas se lleve a cabo, en el libro que se indica en el artículo Noveno de estos estatutos. Los accionistas recabarán de la Secretaría de la sociedad, la constancia relativa con la que acreditarán su derecho para asistir a las Asambleas.- Los accionistas podrán hacerse representar en las Asambleas por apoderado constituído mediante simple carta poder.

DECIMA SEPTIMA.-QUORUM.- La Asamblea General Ordinaria se declarará legalmente instalada en primera convocatoria, estando representado el CINCUENTA Y UNO por ciento de las acciones; y cualquiera que sea el número de acciones representada en segunda o ulterior convocatoria.

En ambos casos, las resoluciones se tomarán por mayoría de votos.

En Asamblea Extraordinaria, deberán estar reunidos accionistas en número suficiente para que las resoluciones se tomen por el voto favorable por lo menos del setenta y cinco por ciento de las acciones representativas del capital social, en primer convocatoria, y de un cincuenta por ciento en segunda o ulterior convocatoria.

DECIMA OCTAVA.-PRESIDENCIA DE LAS ASAMBLEAS.- Estará a

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cargo del Administrador o en su caso del Presidente del Consejo, y en su defecto, de la persona que designe la Asamblea, fungirá como Secretario el del Consejo, o el que designe la propia Asamblea.

ACTAS.-De cada Asamblea se levantará una en el libro respectivo, debiendo ser firmada por el Presidente, por el Secretario, así como por los Comisarios que concurran y los accionistas que quisieren hacerlo. Se agregarán a las actas los documentos que justifiquen que las convocatorias se hicieron en los términos establecidos. Si no pudiere asentarse el acta en el libro respectivo se protocolizará ante Notario.

DECIMA NOVENA.- RESOLUCIONES FUERA DE ASAMBLEA.- Las resoluciones tomadas fuera de Asamblea, aun sin Convocatoria ni Orden del Día, inclusive fuera del domicilio social, por iniciativa de cualquier accionista, verbalmente, por teléfono, por medios electrónicos o por cualquier otro medio de comunicación, por unanimidad de los accionistas que representen la totalidad de las acciones con derecho de voto, tendrán, para todos los efectos legales, la misma validez, que si hubieran sido adoptadas reunidos en Asamblea, siempre que se confirmen por escrito en sendos ejemplares de la redacción que hagan de las resoluciones donde se hará constar la fecha en que se emitió cada voto.

Una vez que el Presidente y Secretario del Consejo de Administración o el Administrador Unico, en su caso, reciban todos los ejemplares del texto de las resoluciones debidamente firmados, en otro ejemplar certificarán que firmaron todos los accionistas, cuándo emitieron su voto y que fueron representadas la totalidad de las acciones, posteriormente lo transcribirán en el Libro de Actas de Asambleas firmándolo.

Si entre las resoluciones tomadas no se designa Delegado para ejecutarlas o formalizarlas, lo hará el mismo Presidente del Consejo o el Administrador Unico, según el caso.

VIGESIMA.- DIRECCION Y ADMINISTRACION.- Estará a cargo de un

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Administrador General o de un Consejo, compuesto del número de miembros titulares y suplentes que señale la Asamblea, la que determinará si la administración se encomienda a uno u otro. El Administrador o los Consejeros durarán en funciones UN AÑO y continuarán en ellas hasta que tomen posesión las personas designadas para sustituirlos. Si la Administración se encomienda a un Consejo, el nombrado en primer lugar será el Presidente; el segundo Secretario; el tercero Tesorero y los demás vocales.

Los Administradores y los Consejeros podrán ser o no accionistas.

VIGESIMA PRIMERA.-CONSEJO DE ADMINISTRACION.- Funcionará legalmente con la asistencia de la MAYORIA de sus miembros y los acuerdos los tomará por MAYORIA de votos. En caso de empate, el Presidente tendrá voto de calidad. Los Consejeros suplentes entrarán en funciones indistintamente en ausencia de los titulares.

VIGESIMA SEGUNDA.- EL PRESIDENTE DEL CONSEJO.- Será el representante del mismo, y el ejecutor de sus resoluciones, podrá además designar Delegados Especiales para la ejecución de los acuerdos.

VIGESIMA TERCERA.-MINORIA DE ACCIONISTAS.- La que represente el veinticinco por ciento del capital social, tendrá derecho de nombrar cuando menos un Consejero, cuando los Administradores sean tres o más.

VIGESIMA CUARTA.-FACULTADES.- El Administrador Unico o el Consejo de Administración, en su caso tendrá las siguientes facultades:

I.- Realizar todas las operaciones inherentes al objeto de la sociedad, exceptuándose aquellas que por la Ley o por esta escritura corresponde solo a las Asambleas de Accionistas.

II.- Celebrar, modificar, novar y rescindir toda clase de contratos y convenios y en general ejecutar todos los actos que se relacionen directa o indirectamente con los objetos de

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la sociedad. Contraer préstamos, aún refaccionarios y de habilitación o avío, así como otorgar y suscribir títulos de crédito.

III.- Adquirir bienes muebles y los inmuebles que permitan las leyes.

IV.- Enajenar y gravar con prenda, hipoteca o de otra manera, los bienes muebles e inmuebles de la sociedad.

V.- Renunciar derechos personales, reales o de otra naturaleza de la sociedad.

VI.- Renunciar al domicilio de la sociedad y someterla a otra jurisdicción.

VII.- Nombrar y remover directores, gerentes, factores, agentes y empleados de la sociedad y fijarles sus facultades, obligaciones y remuneraciones.

VIII.- Establecer sucursales y agencias en cualesquiera lugares de la República o del extranjero y suprimirlas.

IX.- Las demás que le correspondan por la Ley o según los estatutos.

X.- En general, y sin perjuicio de las facultades anteriores, estará investido de los PODERES que se indican a continuación:

a).- PARA EJECUTAR ACTOS DE DOMINIO, con todas las facultades generales y las especiales que requieran poder o cláusula especial conforme a la Ley, en los términos del párrafo tercero del artículo dos mil quinientos cincuenta y cuatro del Código Civil Federal y sus correlativos de los demás Códigos Civiles de los Estados de la República y del Distrito Federal.

b).- PARA ADMINISTRAR BIENES, con todas las facultades generales y las especiales que requieran poder o cláusula especial conforme a la Ley, de acuerdo con el párrafo segundo del artículo dos mil quinientos cincuenta y cuatro del Código Civil Federal y sus correlativos de los Códigos Civiles de los demás Estados de la República y del Distrito Federal.

c).- PARA PLEITOS Y COBRANZAS, con todas las

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facultades generales y las especiales que requieran poder o cláusula especial conforme a la Ley, en los términos del párrafo primero del artículo dos mil quinientos cincuenta y cuatro del Código Civil Federal, incluyendo las de los artículos dos mil quinientos ochenta y dos y dos mil quinientos ochenta y siete del mismo Ordenamiento y sus correlativos de los demás Códigos Civiles de los Estados de la República y del Distrito Federal. De manera enunciativa y no limitativa, tendrá entre otras facultades para: promover y desistirse de toda clase de acciones, recursos, juicios y procedimientos, aún en materia de amparo; transigir; recusar; recibir pagos; comprometer en árbitros; articular y absolver posiciones; formular denuncias y querellas en materia penal, desistirse de ellas, otorgar perdón en su caso y constituirse en coadyuvante del Ministerio Público, exigir el cumplimiento de las obligaciones contraídas a nombre de la mandante. El poder podrá ejercitarse ante particulares y ante toda clase de Autoridades Federales o Locales, Administrativas, Laborales o Judiciales y ante las Juntas de Conciliación y Arbitraje.

d).- PODER LABORAL.- También gozará de un poder especial para actos de administración, pleitos y cobranzas, para que en su carácter de representante legal de la Sociedad, de acuerdo con lo dispuesto por los artículos nueve, once, ochocientos setenta y cinco, ochocientos setenta y ocho y demás artículos de la Ley Federal del Trabajo y con facultades para contratar y despedir empleados y trabajadores, la obligue en las relaciones laborales individuales y/o colectivas con sus trabajadores y empleados y con los sindicatos u organizaciones a las que dichos trabajadores y empleados pertenezcan, a fin de que intervenga en la administración de esas relaciones laborales, individuales y/o colectivas, incluyendo facultades expresas para que con ese carácter celebre, firme y revise y/o modifique contratos individuales y/o colectivos de trabajo, intervenga en todo y cualquier procedimiento conciliatorio, ante toda clase de autoridades

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laborales ya sean federales o locales y para que articule y absuelva posiciones.

Este mandato se otorga en los términos de lo dispuesto por los artículos dos mil quinientos cincuenta y cuatro y dos mil quinientos ochenta y siete del Código Civil Federal y artículos correlativos de los Códigos Civiles de los Estados de la República Mexicana y del Distrito Federal, con todas las facultades generales y las especiales a las que dichos artículos se refieren, incluyendo en forma enunciativa y no limitativa: intervenir en los procedimientos y negociaciones conciliatorias ante cualquier autoridad de trabajo sea federal o local, transigir, comprometer en árbitros, articular y absolver posiciones, recusar, aceptar cesiones de bienes, recibir pagos, otorgar recibos y cancelaciones, hacer denuncias, acusaciones y querellas, otorgar perdón al acusado, promover amparos y desistirse de ellos y en general ejercitar todas las acciones que correspondan a la sociedad poderdante y continuar los procedimientos por todas sus instancias hasta su conclusión, en la inteligencia de que este poder podrá ejercitarse ante Juntas de Conciliación y Arbitraje, Locales o Federales, Secretaría del Trabajo, Sindicatos, ante personas físicas, Instituciones y Sociedades y ante cualquier otra clase de autoridades federales o locales, todo esto en nombre y representación de la citada sociedad poderdante y como representante legal de la misma a efecto de otorgar poderes relacionados con este poder especial, y revocarlos en su caso.

e).- Para otorgar, suscribir, avalar títulos de crédito y en general, obligar cambiariamente a la sociedad, conforme al artículo noveno de la Ley General de Títulos y Operaciones de Crédito.

f).- Para conferir poderes generales o especiales, y revocarlos y conferir esta facultad en el poder o poderes que otorgue.

La Asamblea podrá limitar o reglamentar dichas facultades.

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VIGESIMA QUINTA.- RESOLUCIONES FUERA DE SESION.- Las resoluciones tomadas fuera de Sesión de Consejo de Administración, por iniciativa de cualquier Consejero, verbalmente, por teléfono, por medios electrónicos o por cualquier otro medio de comunicación, por unanimidad de sus miembros, tendrán para todos los efectos legales, la misma validez, que si hubieran sido adoptadas reunidos en Sesión de Consejo de Administración, siempre que se confirmen por escrito en el texto que redactarán el Presidente y Secretario del Consejo de Administración, quienes recabarán la firma autógrafa de cada Consejero en sendos ejemplares de la redacción que haga de las resoluciones donde se hará constar la fecha en que se emitió cada voto.

Una vez que el Presidente y Secretario del Consejo de Administración, reciban todos los ejemplares del texto de las resoluciones debidamente firmados, en otro ejemplar certificarán que firmaron todos los Consejeros y cuándo emitieron su voto, posteriormente lo transcribirán en el Libro de Actas de Consejo firmándolo.

Si entre las resoluciones tomadas no se designa Delegado para ejecutarlas o formalizarlas, lo hará el Presidente del Consejo.

VIGESIMA SEXTA.-DIRECTORES Y GERENTES.- Auxiliarán al Administrador o al Consejo dentro de las facultades que se les confieran al nombrárseles.

VIGESIMA SEPTIMA.-CAUCION.- El Administrador General, Consejeros, Directores y Gerentes, en garantía de su gestión depositarán en la caja de la sociedad la cantidad que señale la Asamblea Ordinaria de Accionistas que resuelva su nombramiento.

VIGESIMA OCTAVA.-VIGILANCIA.- Estará a cargo de uno o varios Comisarios electos por la Asamblea, por el término de un año y continuarán en el, hasta que tomen posesión las personas designadas para sustituirlos; y caucionarán su gestión conforme a la cláusula anterior, pudiendo haber suplentes que

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actuarán en ausencia de los titulares.

Los Comisarios tendrán las atribuciones que determina el artículo ciento sesenta y seis de la Ley General de Sociedades Mercantiles y la remuneración que acuerde la Asamblea.

VIGESIMA NOVENA.-DE LA INFORMACION FINANCIERA.- Se formulará anualmente e incluirá como mínimo los requisitos a que se refiere el artículo ciento setenta y dos de la Ley General de Sociedades Mercantiles.

TRIGESIMA.- DE LA FORMULACION DEL INFORME.- La información financiera de los administradores, incluyendo el informe de los Comisarios, deberá quedar terminada y ponerse a disposición de los accionistas por lo menos quince días antes de la fecha de la Asamblea que haya de discutirlo.

Los accionistas tendrán derecho a que se les entregue una copia del informe correspondiente.

TRIGESIMA PRIMERA.-UTILIDADES.- Se aplicarán:

I.- Un cinco por ciento cuando menos para formar o reconstituir el fondo de reserva, hasta que alcance el veinte por ciento del capital social.

II.- A formar uno o más fondos de previsión.

III.- El remanente se aplicará por partes iguales entre las acciones. Las utilidades serán pagadas cuando disponga de fondos la sociedad.

TRIGESIMA SEGUNDA.-PERDIDAS.- Serán reportadas por las reservas, y en su caso por las acciones a partes iguales hasta la concurrencia de su valor nominal.

TRIGESIMA TERCERA.- DISOLUCION:

I.- Por expiración del término fijado.

II.- Por imposibilidad de realizar el objeto social.

III.- Por acuerdo de la Asamblea General Extraordinaria de Accionistas.

IV.- Por pérdida de las dos terceras partes del capital social.

V.- En los demás casos señalados por la Ley.

TRIGESIMA CUARTA.-LIQUIDACION.- Estará a cargo de uno o más liquidadores

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nombrados por la Asamblea, quien fijará sus atribuciones y en su defecto por la autoridad judicial a petición de cualquier accionista.

TRIGESIMA QUINTA.-BASES DE LIQUIDACION.- Salvo las instrucciones expresas de la Asamblea, los liquidadores procederán a:

I.- Formular el informe e inventarios.

II.- Concluir los negocios pendientes en la forma menos perjudicial para los acreedores y accionistas.

III.- Cobro de créditos y pago de deudas.

IV.- Enajenar o aplicar los bienes o su producto a los fines de la liquidación.

V.- Formular el informe final y obtener la cancelación de inscripción de la sociedad, en el Registro de Comercio.

TRIGESIMA SEXTA.-ESTATUTOS.- Los constituyen las estipulaciones anteriores y en su defecto, las disposiciones de la Ley General de Sociedades Mercantiles.

TRIGESIMA SEPTIMA.-FUNDADORES.- Los otorgantes no se reservan ningún derecho, en tal calidad.

T R A N S I T O R I A S

PRIMERA.- El capital social mínimo fijo ha quedado íntegramente suscrito y pagado en efectivo, como sigue:

ACCIONISTAS	ACCIONES	VALOR
	SERIE UNO

“XXXXXXX”, SETENTA ACCIONES DE CIEN PESOS, MONEDA NACIONAL,
CADA UNA, CON VALOR TOTAL DE TREINTA Y CINCO MIL
PESOS, MONEDA NACIONAL.	70	$35,000.00

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“XXXXXXXXXXXXXX”,

SOCIEDAD ANONIMA DE CAPITAL

VARIABLE, TREINTA ACCIONES, CON VALOR

DE QUINCE MIL PESOS, MONEDA NACIO

NAL. 30

15,000.00

TOTAL: 100

$50,000.00

CIEN ACCIONES DE QUINIENTOS PESOS, MONEDA NACIONAL, CADA UNA, CON VALOR TOTAL DE CINCUENTA MIL PESOS, MONEDA NACIONAL.

SEGUNDA.- Los accionistas reunidos, acuerdan por unanimidad:

A) .- La administración de la Sociedad estará a cargo de un CONSEJO DE ADMINISTRACION, que gozará de las facultades a que se refiere la cláusula VIGESIMA CUARTA de los Estatutos Sociales.

B) .- El Consejo de Administración, quedará integrado de la siguiente forma:

PRESIDENTE: SEÑOR XXXXXXXXXXXXXX.

SECRETARIO:XXXXXXXXXXXX.

C) .- Se designa COMISARIO, al señor XXXXXX XXXXX XXXXXXXX

D) .- Se confiere al señor XXXXXXX XXXXXXXX:

a) .- PODER GENERAL, con las facultades que se detallan en los incisos b), c) y f), de la fracción diez (romano) de la cláusula Vigésima Cuarta de los Estatutos Sociales; y

b) .- PODER ESPECIAL para: i) Abrir cuentasbancarias y firmar en las mismas y designar a personas autorizadas para firmar en ellas; y ii) para desistirse de solicitudes de concesiones mineras y de concesiones mineras, así como para ceder, vender o enajenar bajo cualquier título legal derechos derivados de concesiones mineras.

E) .- Se confiere a los señores XXXXXXX XXXXXXX y XXXXXXX XXXXXX XXXXXX, para que lo ejerciten conjunta o separadamente, PODER GENERAL, con

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las facultades que se detallan en los incisos b) y c), de la fracción diez (romano) de la cláusula Vigésima Cuarta de los Estatutos Sociales.

TERCERA.- Los accionistas manifiestan que los Consejeros y Comisario designados, se encuentran capacitados para el desempeño de sus cargos y no tienen impedimento legal.

CUARTA.- El Presidente del Consejo de Administración, manifiesta que obra en su poder el importe del capital social.

QUINTA.- Los ejercicios sociales correrán del primero de enero al treinta y uno de diciembre de cada año, con excepción del primero que correrá de la fecha de firma de esta escritura, al treinta y uno de diciembre del dos mil seis.

SEXTA.- De que los comparecientes manifiestan al suscrito notario, el deseo de que la persona moral que se constituye, sea inscrita en el Registro Federal de Contribuyentes bajo el “Sistema de Inscripción del Registro Federal de Contribuyentes a través de Fedatario Público por Medios Remotos”, otorgando XXXXXXXXXXXXXXXXXXXX, un PODER ESPECIAL PARA ACTOS DE ADMINISTRACION, tan amplio como en derecho se requiera, para que el apoderado designado, enunciativa y no limitativamente, realice toda clase de trámites y gestiones ante la Secretaría de Hacienda y Crédito Público y el Servicio de Administración Tributaria, a efecto de que tramite, solicite y obtenga la inscripción en el Registro Federal de Contribuyentes de la Persona Moral que por este instrumento se constituye, así como para que recoja la cédula de identificación fiscal correspondiente, pudiendo el apoderado suscribir, firmar y realizar todos los trámites necesarios y especialmente el formulario “R UNO” debidamente requisitado para la obtención de la mencionada inscripción.

AQUI ME QUEDE

PERSONALIDADES

EL XXXXXXXXXXXXXXXXXXXXXXXXX, ACREDITA LAS QUE OSTENTA:

(Se

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transcribirán los documentos con los que se acredite la personalidad de los apoderados)

ARTICULO DOS MIL QUINIENTOS CINCUENTA Y CUATRO DEL

CODIGO CIVIL PARA EL DISTRITO FEDERAL

(IDENTICO EN SU TEXTO AL DEL CODIGO CIVIL FEDERAL)

“En todos los poderes generales para pleitos y cobranzas, bastará que se diga que se otorgan con todas las facultades generales y las especiales que requieran cláusula especial conforme a la Ley, para que se entiendan conferidos, sin limitación alguna.

En los poderes generales para administrar bienes, bastará expresar que se dan con ese carácter, para que el apoderado tenga toda clase de facultades administrativas.

En los poderes generales para ejercer actos de dominio, bastará que se den con ese carácter, para que el apoderado tenga toda clase de facultades de dueño tanto en lo relativo a los bienes, como para hacer toda clase de gestiones a fin de defenderlos.

Cuando se quisieren limitar en los tres casos antes mencionados, las facultades de los apoderados, se consignarán las limitaciones o los poderes serán especiales.

Los Notarios insertarán este artículo en los testimonios de los poderes que otorguen.”

YO, EL NOTARIO, CERTIFICO Y DOY FE: (A continuación el Notario hace constar haber verificado la personalidad jurídica de los comparecientes así como las advertencias hechas a los mismos y la fecha en que se firma la escritura)

SCHEDULE “E”

RULES FOR ARBITRATION

The following rules and procedures shall apply with respect to any matter to be arbitrated by the Parties under the terms of the Agreement.

1. INITIATION OF ARBITRATION PROCEEDINGS

(a) If any Party wishes to have any matter under this Agreement arbitrated in accordance with the provisions of this Agreement, it shall give notice to the other Party specifying particulars of the matter or matters in dispute and proposing the name of the person it wishes to be the single arbitrator. Within 5 days after receipt of such notice, the other Party shall give return notice to the first Party advising whether such Party accepts the arbitrator proposed by the first Party and if such Party does not accept the arbitrator proposed by the first Party, proposing the name of the person it wishes to be the single arbitrator. If such return notice is not received by the first Party within such 5 day period, the other Party shall be deemed to have accepted the arbitrator proposed by the first Party. If such return notice is received by the first Party within such 5 day period and the other Party does not accept the proposed arbitrator of the first Party and proposes another person to be arbitrator, the first Party shall, within 5 days after receipt of such return notice, give notice to the other Party advising whether such first Party accepts the arbitrator proposed by the other Party. If the Parties do not agree upon a single arbitrator within such second 5 day period, the single arbitrator shall be chosen in accordance with the Arbitration Act, 1991 (Ontario).

(b) The individual selected as Arbitrator shall be qualified by education and experience to decide the matter in dispute. The Arbitrator shall be at arm’s length from both Parties and shall not be a member of the audit or legal firm or firms who advise either Party, nor shall the Arbitrator be a person who is otherwise regularly retained by either of the Parties.

2. SUBMISSION OF WRITTEN STATEMENTS

(a) Within 5 days of the appointment of the Arbitrator, the Party initiating the arbitration (the “Claimant”) shall send the other party (the “Respondent”) a statement of claim setting out in sufficient detail the facts and any contentions of law on which it relies, and the relief that it claims.

(b) Within 10 days of the receipt of the statement of claim, the Respondent shall send the Claimant a statement of defence stating in sufficient detail which of the facts and contentions of law in the statement of claim it admits or denies, on what grounds, and on what other facts and contentions of law he relies.

(c) Within 5 days of receipt of the statement of defence, the Claimant may send the Respondent a statement of reply.

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(d) All statements of claim, defence and reply shall be accompanied by copies (or, if they are especially voluminous, lists) of all essential documents on which the party concerned relies and which have not previously been submitted by any party, and (where practicable) by any relevant samples.

(e) After submission of all the statements, the Arbitrator will give directions for the further conduct of the arbitration.

3. MEETINGS AND HEARINGS

(a) The arbitration shall take place in the City of Toronto, Ontario, Canada or in such other place as the Claimant and the Respondent shall agree upon in writing. The arbitration shall be conducted in English unless otherwise agreed by such parties and the Arbitrator. Subject to any adjournments which the Arbitrator allows, the final hearing will be continued on successive working days until it is concluded.

(b) All meetings and hearings will be in private unless the Parties otherwise agree.

(c) Each Party may be represented at any meetings or hearings by legal counsel.

(d) Each Party may examine, cross-examine and re-examine all witnesses at the arbitration.

4. THE DECISION

(a) The Arbitrator will make a decision in writing and, unless the Parties otherwise agree, will set out reasons for decision in the decision.

(b) The Arbitrator will send the decision to the Parties as soon as practicable after the conclusion of the final hearing, but in any event no later than 30 days thereafter, unless that time period is extended for a fixed period by the Arbitrator on written notice to each Party because of illness or other cause beyond the Arbitrator’s control.

(c) The decision shall determine and award costs to the successful Party in the arbitration.

(d) The decision shall be final and binding on the Parties and shall not be subject to any appeal or review procedure provided that the Arbitrator has followed the rules provided herein in good faith and has proceeded in accordance with the principles of natural justice. In the event either Party initiates any court proceeding in respect of the decision of the Arbitration or the matter arbitrated, such Party shall, if unsuccessful in the court proceeding, shall pay the other Party’s costs on a solicitor/client basis plus all other reasonable expenses incurred by such other Party from the date of delivery of the notice commencing arbitration to the date of determination of such court proceeding.

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5. JURISDICTION AND POWERS OF THE ARBITRATOR

(a) By submitting to arbitration under these Rules, the Parties shall be taken to have conferred on the Arbitrator the following jurisdiction and powers, to be exercised at the Arbitrator’s discretion subject only to these Rules and the relevant law with the object of ensuring the just, expeditious, economical and final determination of the dispute referred to arbitration.

(b) Without limiting the jurisdiction of the Arbitrator at law, the Parties agree that the Arbitrator shall have jurisdiction to:

(i) determine any question of law arising in the arbitration;

(ii) determine any question as to the Arbitrator’s jurisdiction;

(iii) determine any question of good faith, dishonesty or fraud arising in the dispute;

(iv) order any Party to furnish further details of that Party’s case, in fact or in law;

(v) proceed in the arbitration notwithstanding the failure or refusal of any Party to comply with these Rules or with the Arbitrator’s orders or directions, or to attend any meeting or hearing, but only after giving that Party written notice that the Arbitrator intends to do so;

(vi) receive and take into account such written or oral evidence tendered by the Parties as the Arbitrator determines is relevant, whether or not strictly admissible in law;

(vii) make one or more interim awards;

(viii) hold meetings and hearings, and make a decision (including a final decision) in Toronto, Ontario, Canada or elsewhere with the concurrence of the Parties thereto;

(ix) order the Parties to produce to the Arbitrator, and to each other for inspection, and to supply copies of, any documents or other evidence or classes of documents in their possession or power which the Arbitrator determines to be relevant; and

(x) make interim orders to secure all or part of any amount in dispute in the arbitration.

EX-3.N

CONSULTING AGREEMENT

Between

NORTHWESTERN MINERAL VENTURES INC.

- and -

PRIMORIS GROUP INC.

Date: March 29, 2007

THIS CONSULTING AGREEMENT made as of the 1st day of January 2007.

BETWEEN:

NORTHWESTERN MINERAL VENTURES INC.

a corporation incorporated pursuant to the laws of

the Province of Ontario and having its head office at

36 Toronto Street, Suite 1000

Toronto, Ontario M5C 2C5

Tel: (416) 367-6875

Fax: (416) 367-6891

(hereinafter referred to as the “Company”)    OF THE FIRST PART

PRIMORIS GROUP INC.

a corporation incorporated pursuant to the laws of the

Province Ontario and having its head office at

360 Bay Street, Suite 901

Toronto, ON M5H 2V6

Tel: (416)489-0092

Fax: (416)352-5239

(hereinafter referred to as the “Consultant”)    OF THE SECOND PART

WHEREAS the Company wishes to engage the Consultant to provide certain investor relations services for the Company’s business and the Consultant has agreed to provide such services to the Company.

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, it is hereby agreed by and between the parties as follows:

1.0 Definitions

For the purpose of this Agreement, the following terms shall have the following meanings:

“Agreement” means this agreement and all schedules attached hereto and all amendments and modifications made by written agreement;

“Company’s Business” means the day to day operations of the company, which consists of mineral exploration and development as of the date hereof;

“Consulting Services” shall mean the corporate, media and investor relations services relating to the Company’s business, products, and services of the Company to be provided by the Consultant as summarized in Schedule A attached hereto, and in particular but without restricting the generality of the foregoing, includes arranging contacts and meetings, arranging attendance or representation of the Company at conferences and, subject to the control and direction of the Company, preparing corporate and product related materials for distribution to media, shareholders, brokers, analysts, investment

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advisers and investors, and distributing same to media, shareholders, brokers, analysts, investment advisors and investors

“Licensed Marks” means the licensed and unlicensed trademarks, trade names and logos owned or licensed by the Company and used in connection with the Company’s Business.

2.0 Engagement

2.1 Subject to the receipt of all applicable regulatory approvals, (i) the Company hereby engages the Consultant to provide the Consulting Services; and (ii) the Consultant hereby accepts the engagement by the Company and hereby agrees to provide the Consulting Services subject to the terms and conditions hereinafter contained and subject to obtaining all necessary regulatory approval hereto. Notwithstanding the foregoing, the parties hereto agree and acknowledge that this Agreement remains subject to the prior approval of the TSX Venture Exchange.

3.0 Term

3.1 The term of this Agreement shall be for a period of one (1) year, commencing on the 1st day of January, 2007 and, subject to the termination provisions contained herein, shall terminate on December 31, 2007. This Agreement may be renewed for such subsequent term and with such amendments as may be agreed to in writing by the Company and the Consultant.

4.0 Consultant’s Obligations and Indemnity

4.1 The Consultant agrees that during the term of this Agreement, it shall:

a) provide such of the Consulting Services to the Company in the manner as the Company and the Consultant may reasonably agree from time to time in writing;

b) use such of its effort, skill, attention and resources to properly render the Consulting Services to the Company;

c) subject to the terms herein, provide materials relating to the Company’s business to persons requesting information about the Company in a manner consistent with the provision of the Consulting Services;

d) provide the Consulting Services with the approval of the Company, and on a basis which does not impair the activities and business interests of the Company;

e) perform the Consulting Services in accordance with all applicable laws, including but not limited to, applicable securities rules and regulations and the rules and policies of any stock exchange or stock quotation service on which the Company’s securities are traded or quoted; and

f) provide trading reports to the Board of Directors of the Company in respect of each trade of securities of the Company made by the Consultant, which reports shall be filed within five (5) business days of such trade.

4.2 The Company acknowledges that it is aware the Consultant has outside business activities, duties and financial interests. The Company agrees that the performance by the Consultant of such activities and duties and involvement in such financial interests shall not be construed as a conflict of interest of the Consultant’s obligations set out in this Agreement.

Page 2

4.3 In the course of providing the Consulting Services hereunder, the Consultant shall be entitled to rely upon information received from the Company, and will so disclose this fact in all communications.

4.4 The Consultant shall be responsible for the management and remuneration of its employees and agents, including without limiting the generality of the foregoing, the payment to the proper authorities of all employee and employer taxes, insurance premiums, pension plan contributions, worker’s compensation premiums and all other employment expenses for all of the Consultant’s employees. Consultant agrees to maintain appropriate business loss and liability insurance during the term this Agreement

4.5 The Consultant agrees to indemnify and save the Company harmless with respect to any claim, suit, proceedings or judgement, whether regulatory or of a court of competent jurisdiction arising from any breach of the Agreement by the Consultant. The Consultant’s indemnity given hereunder shall survive the termination of this Agreement.

5.0 Company’s Obligations and Indemnity

5.1 The Company hereby agrees that during the term of this Agreement it shall provide, at the expense of the Company, the Consultant with such information, resources (which includes Company staff members), financial records, documents, product information and materials relating to the Company’s business as reasonably requested from time to time by the Consultant, and which the Company is willing to disclose and provide, in order for the Consultant to provide the Consulting Services in the manner contemplated by this Agreement.

5.2 In the event of any act or omission by the Company or those at law for which it is responsible during the term of this Agreement that results in any loss or liability to the Consultant arising out of any claims against the Consultant as a result of such act or omission by the Company, including without limiting the generality of the foregoing any misstatements, misrepresentations or omissions in information as provided by the Company to the Consultant and as utilized by the Consultant in the performance of the Consulting Services, the Company agrees to indemnify and save harmless the Consultant against any such claims or liabilities, except for those claims or liabilities arising out of or resulting from the negligence or misconduct of Consultant. The Company’s indemnity given hereunder shall survive the termination of this Agreement.

6.0 Compensation

6.1 In consideration of the provision by the Consultant of the Consulting Services to the Company, the Company agrees to pay the Consultant, the sum of Eight Thousand ($8,000) Canadian Dollars per month payable in advance of the month in which services are to be rendered.

6.2 The Company agrees to pay the Consultant the sum of eight thousand ($8,000) Canadian Dollars upon execution of this Agreement, such sum to be held as a retainer to be applied against payment for the last month of services to be provided under this Agreement. The Consultant currently holds an amount of $13,500 from the previous agreement dated

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April 22, 2004, which amount will be refunded to the Company by the Consultant upon the execution hereof.

6.3 The Company agrees to reimburse the Consultant on a monthly basis for approved expenses to be incurred by or on behalf of the Company pursuant to the Consulting Services including reasonable disbursements for travel and accommodation expenses, printing and mailing costs, long-distance charges, outside services, and all other out-of-pocket expenses incurred by the Consultant in the performance of its obligations pursuant to this Agreement, provided that the Consultant will not incur any expenditure that exceeds Cdn$3,000 without obtaining the prior consent of the Company. The Company agrees to pay any approved outstanding expenses prior to termination of this Agreement.

6.4 Notwithstanding Section 6.3, the Company further agrees to pay in advance any single expenditure in excess of Cdn$3,000, upon prior consent of the Company, if requested to do so by the Consultant.

6.5 In addition to the compensation and expense reimbursements detailed in Sections 6.1 through 6.4 inclusive, the Company shall, upon execution of this agreement, issue to the Consultant an option to purchase 200,000 common shares of the Company exercisable for a period of five (5) years from the date of issuance thereof at a price equal to the Volume Weighted Average Price “VWAP” of the Company’s shares on the TSX Venture Exchange on day previous to the date of the option grant. The options granted shall vest in accordance with section 2.3(a) of TSX Venture Exchange Policy 4.4. The options granted shall vest as follows:

a. ¼ of the options (50,000 options) granted shall vest at the end of the third month from the date of the option grant;

b. ¼ of the options (50,000 options) granted shall vest at the end of the sixth month from the date of the option grant;

c. ¼ of the options (50,000 options) granted shall vest at the end of the ninth month from the date of the option grant, so long as this Agreement has not been terminated by either party after the first six months from the date of its execution;

d. ¼ of the options (50,000 options) granted shall vest at the end of the twelfth month from the date of option grant, so long as this Agreement has not been terminated by either party after the first nine months from the date of its execution.

7.0 Termination

7.1 Either party may at any time after six (6) months after the commencement date of this Agreement, terminate this Agreement by providing the other party with at least thirty (30) days written notice.

7.2 Either party may terminate this Agreement at any time without notice to the other party if the other party becomes insolvent or commences proceedings or any proceedings are commenced against it under any bankruptcy, insolvency or creditor protector legislation or the other party does not remedy any breach of this Agreement within the time period allowed for in writing for the remedy of any such breach.

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7.3 Upon termination of this Agreement, Consultant shall return to the Company all material that is the property of the Company.

8.0 Relationship

8.1 The Consultant shall at all times be an independent contractor and not the servant or agent of the Company. No partnership, joint venture or agency will be created or will be deemed to be created by this Agreement or by any action of the parties under this Agreement. The Consultant shall not represent itself as an agent, servant or employee of the Company. The Consultant shall be an independent contractor with control over the manner and means of its performance. Neither the Consultant nor its employees or agents shall be entitled to rights or privileges applicable to employees of the Company including, but not limited to, liability insurance, group insurance, pension plans, holiday paid vacation and other benefit plans which may be available from time to time between the Company and its employees.

9.0 Confidentiality and Use of Licensed Marks

9.1 The Consultant will not, directly or indirectly, use, disseminate, disclose, communicate, divulge, reveal, publish, use for its own benefit, copy, make notes of, input into a computer data base or preserve in any way any Confidential Information relating to the Company or its subsidiaries, associates or affiliated Company’s whether during the term of this Agreement or thereafter, unless it first received written permission to do so from an authorized officer of the Company.

9.2 For the purposes of this Agreement, “Confidential Information” is information disclosed to or acquired by the Consultant relating to the business of the Company, or its subsidiaries, associates or affiliated Companies, their projects or the personal affairs of their directors, officers and shareholders, including information developed or gathered by the Consultant which has not been approved by the Company for public dissemination. Confidential Information does not include information in the public domain, information released from the provisions of this Agreement by written authorization of an authorized officer of the Company, information which is part of the general skill and knowledge of the Consultant and does not relate specifically to the business of the Company, and information which is authorized by the Company to be disclosed in the ordinary course or is required by law or applicable regulatory policy to be disclosed.

9.3 The Consultant shall consult with the Company before disseminating any information, including issuing any press release or making any public statement contemplated hereby and will not issue any such press release or make any such public statement without the prior written consent of the Company.

9.4 Consultant agrees that all work performed under this Agreement, and all materials made, conceived, expressed, developed, or actually or constructively reduced to practice by Consultant solely or jointly with others in connection with any services under this Agreement (“Work Product”) are Confidential Information and the property of the Company. Upon the expiration or termination of this Agreement, or upon the earlier request of the Company, Consultant will deliver to the Company all property of the Company relating to, and all tangible embodiments of, Work Product in Consultant’s possession or control. Lists and databases of investor, media and other contact information

Page 5

derived from the Consultant’s own proprietary lists and databases shall not be considered Work Product under this Agreement, nor shall same be returned to the Company at the termination of this Agreement.

9.5 The Company hereby grants to the Consultant a non-exclusive license to use the Licensed Marks in connection with the provision of the Consulting Services. The Consultant acknowledges that neither it nor any of its affiliates have or will obtain any interest (proprietary or otherwise) in the Licensed Marks and shall discontinue all use thereof (or of any similarly confusing trademarks, trade names or other intellectual property or rights) immediately upon the Company’s written request or upon termination of this Agreement. The Consultant will not contest the validity of the Licensed Marks and no monetary amount shall be attributable to any goodwill associated with the Company’s use of the Licensed Marks.

10.0 General Contract Terms

10.1 Any notice required or permitted to be given hereunder shall be given by hand delivery, facsimile transmission or by registered mail, postage prepaid, addressed to the parties at their respective addresses as set forth in this Agreement and any such notices given by hand delivery or by facsimile transmission shall be deemed to have been received on the date of delivery or transmission and if given by prepaid registered mail, shall be deemed to have been received on the third (3^rd) business day immediately following the date of mailing. The parties shall be entitled to give notice of changes of addresses from time to time in the manner hereinbefore provided for the giving of notice.

10.2 The provisions of this Agreement shall inure to the benefit of and be binding upon the Company and the Consultant and their respective successors and assigns. This Agreement shall not be assignable by either party without the prior written consent of the other party.

10.3 This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties hereto in connection with the subject matter hereof. No supplement, modification, waiver or termination of this Agreement shall be binding, unless executed in writing by the parties to be bound thereby.

10.4 This Agreement shall be governed by the laws of the Province of Ontario. Any controversy or claim arising out of or relating to this Agreement shall, if not resolved within thirty (30) days, then either party may by written notice to the other submit the dispute for resolution in accordance with the Arbitrations Act (Ontario). The parties shall decide prior to the commencement of any such arbitration whether the award of the arbitrator shall be final and binding on the parties hereto. If the parties cannot agree on whether the arbitration shall be final and binding, then either party may proceed to have the matter dealt with by a court of competent jurisdiction.

10.5 All dollar amounts herein are made in lawful money of Canada and are exclusive of any applicable taxes the Consultant is obligated by law to charge and/or collect from the Company in connection with the rendering of its services.

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10.6 Time shall be of the essence of this Agreement

[ THE REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK ]

Page 7

IN WITNESS WHEREOF this Agreement has been executed by the parties.

NORTHWESTERN MINERAL VENTURES INC.

Per:
Authorized Signing Officer

PRIMORIS GROUP INC.

Per: Joseph Carusone
Authorized Signing Officer

Page 8

Schedule A

Consulting Services to be Provided

The following list contains an overview of the on-going services to be provided to the Company by the Consultant.

CATEGORY	DESCRIPTION
Corporate Communications	Services include: •         Researching perception and opinion of industry or corporate issues •         Creative guidance and coordination on all traditional and electronic collateral materials •         Brand/corporate-identity development •         Collateral copy-writing, review and management including: •         Corporate presentations •         Website •         Brochures •         Company fact sheets •         Ongoing advice and guidance on all corporate events/news •Crisis management for unexpected operating or financial developments
Investor Relations	Services include: •         Investor relations specialist •         Investor-focused advice and guidance on all corporate events/news •         News release writing and review •         News dissemination coordination •         Investor database set-up and maintenance •         Updating of investor packages •         Updating of broker due-diligence kits •         Corporate updates via mail, email and fax to database •         Mailing/couriering of investor packages •         Monitoring Internet forums and competition •         Diversifying and broadening institutional and retail ownership through creative investor programs •         Consulting on foreign listings: •         Market/country-specific analysis and advice •         Recommended foreign-market services providers •         Management of foreign-market services as necessary
Media Relations	Services include: •         Business media specialist •         Media expertise •         Media-focused advice and guidance on all corporate events/news •         Media database creation and maintenance •         News and information dissemination to journalists, editors and trade

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publications

•         Media contact and follow-up on all news items

•         Updating and dissemination of media kits

•         Media monitoring

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EX-3.O

Exhibit 3.P

NORTHWESTERN MINERAL VENTURES INC.

2007 STOCK OPTION PLAN

PURPOSE

The purpose of this stock option plan (the “Plan”) is to authorize the grant to Eligible Persons (as such term is defined below) of Northwestern Mineral Ventures Inc. (the “Corporation”) of options to purchase common shares (“shares”) of the Corporation’s capital and thus benefit the Corporation by enabling it to attract, retain and motivate Eligible Persons by providing them with the opportunity, through share options, to acquire an increased proprietary interest in the Corporation.

ADMINISTRATION

The Plan shall be administered by the board of directors of the Corporation or a committee established by the board of directors for that purpose (the “Committee”). Subject to approval of the granting of options by the board of directors or Committee, as applicable, the Corporation shall grant options under the Plan.

SHARES SUBJECT TO PLAN

Subject to adjustment under the provisions of paragraph 12 hereof, the aggregate number of shares of the Corporation which may be issued and sold under the Plan will not exceed such number as is equal to 10% of the aggregate number of shares of the Corporation which are issued and outstanding from time to time. The total number of shares which may be reserved for issuance to any one individual under the Plan within any one year period shall not exceed 5% of the outstanding issue. The Corporation shall not, upon the exercise of any option, be required to issue or deliver any shares prior to (a) the admission of such shares to listing on any stock exchange on which the Corporation’s shares may then be listed, and (b) the completion of such registration or other qualification of such shares under any law, rules or regulation as the Corporation shall determine to be necessary or advisable. If any shares cannot be issued to any optionee for whatever reason, the obligation of the Corporation to issue such shares shall terminate and any option exercise price paid to the Corporation shall be returned to the optionee.

LIMITS WITH RESPECT TO INSIDERS

(a) The maximum number of shares which may be reserved for issuance to insiders under the Plan, any other employer stock option plans or options for services, shall be 10% of the shares issued and outstanding at the time of the grant (on a non-diluted basis).

(b) The maximum number of shares which may be issued to insiders under the Plan, together with any other previously established or proposed share compensation arrangements, within any one year period shall be 10% of the outstanding issue. The maximum number of shares which may be issued to any one insider and his or her associates under the Plan, together with any other previously established or proposed share compensation arrangements, within a one year period shall be 5% of the shares outstanding at the time of the grant (on a non-diluted basis).

ELIGIBILITY

Options shall be granted only to Eligible Persons, any registered savings plan established by an Eligible Person or any corporation wholly-owned by an Eligible Person. The term “Eligible Person” means:

(a) a senior officer or director of the Corporation or any of its subsidiaries;

(b) either:

(i) an individual who is considered an employee under the Income Tax Act,

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(ii) an individual who works full-time for the Corporation providing services normally provided by an employee and who is subject to the same control and direction by the Corporation over the details and methods of work as an employee of the Corporation, but for whom income tax deductions are not made at source, or

(iii) an individual who works for the Corporation on a continuing and regular basis for a minimum amount of time per week (the number of hours should be disclosed in the submission) providing services normally provided by an employee and who is subject to the same control and direction by the Corporation over the details and methods of work as an employee of the Corporation, but for whom income tax deductions are not made at source,

any such individual, an “Employee”;

(c) an individual employed by a corporation, incorporated association or organization, body corporate, partnership, trust, association or other entity other than an individual (a “Company”) or an individual (together with a Company, a “Person”) providing management services to the Corporation, which are required for the ongoing successful operation of the business enterprise of the Corporation, but excluding a Person engaged in Investor Relations Activities (as hereafter defined) (a “Management Company Employee”);

(d) an individual (or a company or partnership of which the individual is an employee, shareholder or partner), other than an Employee, Management Company Employee, director or senior officer, who:

(i) provides ongoing consulting services to the Corporation or an Affiliate of the Corporation under a written contract;

(ii) possesses technical, business or management expertise of value to the Corporation or an Affiliate of the Corporation;

(iii) spends a significant amount of time and attention on the business and affairs of the Corporation or an Affiliate of the Corporation;

(iv) has a relationship with the Corporation or an Affiliate of the Corporation that enables the individual to be knowledgeable about the business and affairs of the Corporation; and

(v) does not engage in Investor Relations Activities (as hereafter defined)

any such individual, a “Consultant”;

(e) an individual (or a company or partnership of which the individual is an employee, shareholder or partner), other than an Employee, Management Company Employee, director or senior officer, that falls within the definition of Consultant contained in subsections 5(d)(i) through (iv) which provides Investor Relations Activities (an “Investor Relations Consultant”); or

(f) a Person that falls within the definition of Eligible Person contained in any of subsections 5(a), (b) or (d) which provides Investor Relations Activities (an “Investor Relations Person”).

For purposes of the foregoing, a Company is an “Affiliate” of another Company if: (a) one of them is the subsidiary of the other; or (b) each of them is controlled by the same Person.

-3-

The term “Investor Relations Activities” means any activities or oral or written communications, by or on behalf of the Corporation or shareholder of the Corporation, that promote or reasonably could be expected to promote the purchase or sale of securities of the Corporation, but does not include:

(a) the dissemination of information provided, or records prepared, in the ordinary course of business of the Corporation

(i) to promote the sale of products or services of the Corporation, or

(ii) to raise public awareness of the Corporation,

(iii) that cannot reasonably be considered to promote the purchase or sale of securities of the Corporation;

(b) activities or communications necessary to comply with the requirements of

(i) applicable securities laws, policies or regulations,

(ii) the rules, and regulations of the TSX Venture Exchange (“TSX-V”) or the by-laws, rules or other regulatory instruments of any other self regulatory body or exchange having jurisdiction over the Corporation;

(iii) communications by a publisher of, or writer for, a newspaper, magazine or business or financial publication, that is of general and regular paid circulation, distributed only to subscribers to it for value or to purchasers of it, if

(1) the communication is only through the newspaper, magazine or publication, and

(2) the publisher or writer received no commission or other consideration other than for acting in the capacity of publisher or writer; or

(c) activities or communications that may be otherwise specified by the TSX-V.

For stock options to Employees, Consultants, Management Company Employees or Investor Relations Persons, the Corporation must represent that the optionee is a bona fide Employee, Consultant, Management Company Employee or Investor Relations Person as the case may be. The terms “insider”, “controlled” and “subsidiary” shall have the meanings ascribed thereto in the Securities Act (Ontario) from time to time. Subject to the foregoing, the board of directors or Committee, as applicable, shall have full and final authority to determine the persons who are to be granted options under the Plan and the number of shares subject to each option.

LIMITS WITH RESPECT TO CONSULTANTS AND INVESTOR RELATIONS PERSONS

(a) The maximum number of stock options which may be granted to any one Consultant under the Plan, any other employer stock options plans or options for services, within any 12 month period, must not exceed 2% of the shares issued and outstanding at the time of the grant (on a non-diluted basis).

(b) The maximum number of stock options which may be granted to Investor Relations Persons under the Plan, any other employer stock options plans or options for services, within any 12 month period must not exceed, in the aggregate, 2% of the shares issued and outstanding at the time of the grant (on a non-diluted basis).

-4-

PRICE

The purchase price (the “Price”) for the shares of the Corporation under each option shall be determined by the board of directors or Committee, as applicable, on the basis of the market price, where “market price” shall mean the prior trading day closing price of the shares of the Corporation on any stock exchange on which the shares are listed or last trading price on the prior trading day on any dealing network where the shares trade, and where there is no such closing price or trade on the prior trading day, “market price’’ shall mean the average of the daily high and low board lot trading prices of the shares of the Corporation on any stock exchange on which the shares are listed or dealing network on which the shares of the Corporation trade for the five (5) immediately preceding trading days. In the event the shares are listed on the TSX-V, the price may be the market price less any discounts from the market price allowed by the TSX-V, subject to a minimum price of $0.10. The approval of disinterested shareholders will be required for any reduction in the Price of a previously granted option to an insider of the Corporation.

PERIOD OF OPTION AND RIGHTS TO EXERCISE

Subject to the provisions of this paragraph 8 and paragraphs 9, 10 and 17 below, options will be exercisable in whole or in part, and from time to time, during the currency thereof. Options shall not be granted for a term exceeding five years. The shares to be purchased upon each exercise of any option (the “optioned shares”) shall be paid for in full at the time of such exercise. Except as provided in paragraphs 9, 10 and 17 below, no option which is held by a service provider may be exercised unless the optionee is then a service provider for the Corporation.

CESSATION OF PROVISION OF SERVICES

Subject to paragraph 10 below, if any optionee who is a service provider shall cease to be an Eligible Person of the Corporation for any reason (whether or not for cause) the optionee may, but only within the period of ninety days (unless such period is extended by the board of directors or the Committee, as applicable, and approval is obtained from the stock exchange on which the shares of the Corporation trade), or thirty days if the Eligible Person is an Investor Relations Person (unless such period is extended by the board of directors or the Committee, as applicable, and approval is obtained from the stock exchange on which the shares of the Corporation trade), next succeeding such cessation and in no event after the expiry date of the optionee’s option, exercise the optionee’s option unless such period is extended as provided in paragraph 10 below.

DEATH OF OPTIONEE

In the event of the death of an optionee during the currency of the optionee’s option, the option theretofore granted to the optionee shall be exercisable within, but only within, the period of one year next succeeding the optionee’s death (unless such period is extended by the board of directors or the Committee, as applicable, and approval is obtained from the stock exchange on which the shares of the Corporation trade). Before expiry of an option under this paragraph 10, the board of directors or Committee, as applicable, shall notify the optionee’s representative in writing of such expiry.

NON-ASSIGNABILITY AND NON-TRANSFERABILITY OF OPTION

An option granted under the Plan shall be non-assignable and non-transferable by an optionee otherwise than by will or by the laws of descent and distribution, and such option shall be exercisable, during an optionee’s lifetime, only by the optionee.

ADJUSTMENTS IN SHARES SUBJECT TO PLAN

The aggregate number and kind of shares available under the Plan shall be appropriately adjusted in the event of a reorganization, recapitalization, stock split, stock dividend, combination of shares, merger,

-5-

consolidation, rights offering or any other change in the corporate structure or shares of the Corporation. The options granted under the Plan may contain such provisions as the board of directors, or Committee, as applicable, may determine with respect to adjustments to be made in the number and kind of shares covered by such options and in the option price in the event of any such change. If there is a reduction in the exercise price of the options of an insider of the Corporation, the Corporation will be required to obtain approval from disinterested shareholders.

AMENDMENT AND TERMINATION OF THE PLAN

The board of directors or Committee, as applicable, may at any time amend or terminate the Plan, but where amended, such amendment is subject to regulatory approval.

EFFECTIVE DATE OF THE PLAN

The Plan becomes effective on the date of its approval by the shareholders of the Corporation.

EVIDENCE OF OPTIONS

Each option granted under the Plan shall be embodied in a written option agreement between the Corporation and the optionee which shall give effect to the provisions of the Plan.

EXERCISE OF OPTION

Subject to the provisions of the Plan and the particular option, an option may be exercised from time to time by delivering to the Corporation at its registered office a written notice of exercise specifying the number of shares with respect to which the option is being exercised and accompanied by payment in cash or certified cheque for the full amount of the purchase price of the shares then being purchased.

Upon receipt of a certificate of an authorized officer directing the issue of shares purchased under the Plan, the transfer agent is authorized and directed to issue and countersign share certificates for the optioned shares in the name of such optionee or the optionee’s legal personal representative or as may be directed in writing by the optionee’s legal personal representative.

VESTING RESTRICTIONS

Options issued under the Plan may vest at the discretion of the board of directors or Committee, as applicable, provided that if required by any stock exchange on which the shares of the Corporation trade, options issued to Investor Relations Consultants must vest in stages over not less than 12 months with no more than one-quarter (1/4) of the options vesting in any three month period.

NOTICE OF SALE OF ALL OR SUBSTANTIALLY ALL SHARES OR ASSETS

If at any time when an option granted under this Plan remains unexercised with respect to any optioned shares:

(a) the Corporation seeks approval from its shareholders for a transaction which, if completed, would constitute an Acceleration Event; or

(b) a third party makes a bona fide formal offer or proposal to the Corporation or its shareholders which, if accepted, would constitute an Acceleration Event;

the Corporation shall notify the optionee in writing of such transaction, offer or proposal as soon as practicable and, provided that the board of directors or Committee, as applicable, has determined that no adjustment shall be made pursuant to section 12 hereof, (i) the board of directors or Committee, as applicable, may permit the optionee to exercise the option granted under this Plan, as to all or any of the

-6-

optioned shares in respect of which such option has not previously been exercised (regardless of any vesting restrictions), during the period specified in the notice (but in no event later than the expiry date of the option), so that the optionee may participate in such transaction, offer or proposal; and (ii) the board of directors or Committee, as applicable, may require the acceleration of the time for the exercise of the said option and of the time for the fulfilment of any conditions or restrictions on such exercise.

For these purposes, an Acceleration Event means:

(a) the acquisition by any “offeror” (as defined in Part XX of the Securities Act (Ontario)) of beneficial ownership of more than 50% of the outstanding voting securities of the Corporation, by means of a take-over bid or otherwise;

(b) any consolidation or merger of the Corporation in which the Corporation is not the continuing or surviving corporation or pursuant to which shares of the Corporation would be converted into cash, securities or other property, other than a merger of the Corporation in which shareholders immediately prior to the merger have the same proportionate ownership of stock of the surviving corporation immediately after the merger;

(c) any sale, lease exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Corporation; or

(d) the approval by the shareholders of the Corporation of any plan of liquidation or dissolution of the Corporation.

RIGHTS PRIOR TO EXERCISE

An optionee shall have no rights whatsoever as a shareholder in respect of any of the optioned shares (including any right to receive dividends or other distributions therefrom or thereon) other than in respect of optioned shares in respect of which the optionee shall have exercised the option to purchase hereunder and which the optionee shall have actually taken up and paid for.

GOVERNING LAW

This Plan shall be construed in accordance with and be governed by the laws of the Province of Ontario and shall be deemed to have been made in said Province, and shall be in accordance with all applicable securities laws.

EXPIRY OF OPTION

On the expiry date of any option granted under the Plan, and subject to any extension of such expiry date permitted in accordance with the Plan, such option hereby granted shall forthwith expire and terminate and be of no further force or effect whatsoever as to such of the optioned shares in respect of which the option has not been exercised.

EX-4.A

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 YEARS ENDED DECEMBER 31, 2006, 2005, AND 2004

We hereby consent to the inclusion of our report dated April 18, 2007 to the shareholders of Northwestern in connection with our audits of the consolidated financial statements of Northwestern as at December 31, 2006 and 2005 and for the years ended December 31, 2006, 2005, and 2004 in Northwestern’s Annual Report on Form 20-F for the year ended December 31, 2006 (‘‘Form 20-F’’), for the purposes of filing same with the U.S. Securities and Exchange Commission.

We have performed only limited procedures, including enquiries of the Company’s management with respect to events occurring between the date of our audit report and the date of this consent. We have not performed any procedures subsequent to the date of this consent.

This consent is provided to the Company for use solely in connection with the above filing of these financial statements pursuant to the continuous disclosure provisions of the U.S. Securities and Exchange Commission; accordingly, we do not consent to the use of our audit report for any other purpose.

Dated this 12^th day of July 2007.

MCGOVERN, HURLEY, CUNNINGHAM, LLP

Chartered Accountants

Licensed Public Accounts

EX-4.B

Watts, Griffis and McOuat

Consulting Geologists and Engineers

June 25, 2007

CONSENT

TO:	Northwestern Mineral Ventures Inc.
AND TO:	Berns & Berns, Counselors at Law
AND TO:	U.S. Securities & Exchange Commission
	(the “Securities Regulator”)
Gentlemen:

Re: A Technical Review of the Picachos Silver-Gold and Base Metals Prospects,

Western Durango State, Mexico

Reference is made to the technical report (the “Technical Report”) dated 24 November, 2004 entitled “A Technical Review of the Picachos Silver-Gold and Base Metals Prospects, Western Durango State, Mexico for Nothwestern Mineral Ventures Inc.” 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, 2006 (“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 25 day of June, 2007.

		Sincerely,
	WATTS, GRIFFIS AND McOUAT LIMITED
JH/ls	Per:	Joe Hinzer, P.Geo. President

WATTS, GRIFFIS AND McOUAT LIMITED Suite 400 • 8 King Street East • Toronto • Canada • M5C 1B5 • Tel: (416) 364-6244 • Fax: (416) 864-1675 • Email: wgm@wgm.on.ca • Web: www.wgm.on.ca

EX-4.C

Exhibit 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, 2006 (“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 30th day of June, 2007.

/s/ Claude Jobin

Claude Jobin, P.Eng., M.Sc.

Professional Engineer

159 Des Saules Ouest, Quebec, Quebec G1L 1E3 Canada

Tel-Fax: 418-623-4171

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;

b. Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

c. 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;

5. The Company’s other certifying officer and I have disclosed, based upon our most recent evaluation of internal controls over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors:

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date: June 25th, 2007	/s/ Marek Kreczmer
	Marek Kreczmer
	President and Chief Executive Officer

EX-12.2

EXHIBIT 12.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Erik H. Martin, 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;

b. Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

c. 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;

5. The Company’s other certifying officer and I have disclosed, based upon our most recent evaluation of internal controls over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors:

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date: June 25th, 2007	/s/ Erik H. Martin
	Erik H. Martin
	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, 2006 (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 25th, 2007

/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, 2006 (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 25th, 2007
	/s/ Erik Martin
	Erik Martin 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.

EX-99.1

NORTHWESTERN MINERAL VENTURES INC.

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED FINANCIAL STATEMENTS

AS AT DECEMBER 31, 2006 AND 2005 AND FOR THE

YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004

(Expressed in Canadian Dollars)

NORTHWESTERN MINERAL VENTURES INC.

(AN EXPLORATION STAGE COMPANY)

Consolidated Balance Sheets

(Expressed in Canadian Dollars)

As at December 31	2006		2005
Assets
Current
Cash	$	5,482,407	$	1,681,524
Short term investment (Note 2)		9,426,384		—
Amounts receivable and prepaid expenses		118,174		92,769
		15,026,965		1,774,293
Property expenditures advances		133,092		—
Fixed assets (Note 3)		143,219		6,706
Interest in exploration properties and
deferred exploration expenditures (Note 4 and statement)		4,187,430		1,075,701
	$	19,490,706	$	2,856,700
Liabilities and Shareholders’ Equity
Current
Accounts payable and accrued liabilities (Note 8)	$	383,366	$	170,817
Shareholders’ equity
Common shares (Note 5 and statement)		18,478,026		4,329,779
Warrants (Note 6 and statement)		3,949,982		417,084
Contributed surplus (Note 7 and statement)		2,035,447		873,651
Accumulated deficit		(5,356,115)		(2,934,631)
		19,107,340		2,685,883
	$	19,490,706	$	2,856,700

COMMITMENTS (Notes 4 and 12)

APPROVED ON BEHALF OF THE BOARD:

Signed	“Marek Kreczmer”	, Director
Signed	“Simon Lawrence”	, Director

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

NORTHWESTERN MINERAL VENTURES INC.

(AN EXPLORATION STAGE COMPANY)

Consolidated Statements of Operations and Deficit

(Expressed in Canadian Dollars)

For the years ended December 31	2006		2005		2004		Cumulative from inception to December 31, 2006
Expenses
Stock based compensation expense (Note 7)	$	1,146,144	$	493,468		424,183	$	2,063,795
Investor relations and promotion		366,021		302,828		367,200		1,036,049
Shareholders information		53,947		46,248		—		100,195
Management and administrative services		560,289		129,183		135,000		824,472
Professional fees		178,797		58,730		83,607		321,134
Regulatory fees		49,740		83,351		65,140		198,231
Office and administration		97,447		67,072		45,699		243,315
Travel expenses		117,361		38,811		—		156,172
Government fees and taxes		19,503		—		—		19,503
Foreign exchange (gain) loss		(11,483)		1,575		—		(9,908)
Amortization		3,826		1,815		631		6,272
		2,581,592		1,223,081		1,121,460		4,959,230
Net loss for the year and from inception before the following:		2,581,592		1,223,081		1,121,460		4,959,230
Exploration properties and deferred exploration expenditures written-off		208,748		602,193		—		810,941
Net loss for the year and from inception before taxes:		2,790,340		1,825,274		1,121,460		5,770,171
Future income tax (recovery) (Note 9)		(368,856)		(45,200)		—		(414,056)
Net loss for the year and from inception		2,421,484		1,780,074		1,121,460		5,356,115
ACCUMULATED DEFICIT, beginning of period		2,934,631		1,154,557		33,097		—
ACCUMULATED DEFICIT, end of period	$	5,356,115	$	2,934,631	$	1,154,557	$	5,356,115
Basic and diluted loss per share		0.03		0.02		0.02
Weighted average number of common shares		95,891,751		79,916,314		63,312,328

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

NORTHWESTERN MINERAL VENTURES INC.

(AN EXPLORATION STAGE COMPANY)

Consolidated Statements of Cash Flows

(Expressed in Canadian Dollars)

For the years ended December 31	2006		2005		2004		Cumulative from inception to December 31, 2006
Cash provided by (used in)
OPERATING ACTIVITIES
Net (loss) for the year and from inception	$	(2,421,484)	$	(1,780,074)	$	(1,121,460)	$	(5,356,115)
Stock based compensation expense (Note 7)		1,146,144		493,468		424,183		2,063,795
Future income tax recovery (Note 9)		(368,856)		(45,200)		—		(414,056)
Amortization		3,826		1,815		631		6,272
Exploration properties and deferred exploration expenditures written-off		208,748		602,193		—		810,941
Changes in non-cash working capital items
Amounts receivable and prepaid expenses		(25,405)		(14,784)		(77,985)		(118,073)
Accounts payable and accrued liabilities		101,936		(109,415)		187,625		190,146
		(1,355,091)		(851,997)		(587,006)		(2,817,090)
FINANCING ACTIVITIES
Issue of common shares, net of issue costs		13,098,845		1,672,179		1,986,734		16,757,758
Issue of warrants		3,909,113		206,622		246,540		4,362,275
Exercise of warrants		732,976		220,875		—		953,851
Exercise of options		273,200		57,500		—		330,700
Issue of special warrants, net of issue costs		—		—		—		195,409
		18,014,134		2,157,176		2,233,274		22,599,993
INVESTING ACTIVITIES
Fixed asset purchases		(157,092)		(4,946)		(4,206)		(166,244)
Interest in exploration properties and deferred exploration		(3,451,068)		(702,384)		(730,800)		(4,884,252)
Short term investment		(9,250,000)		—		—		(9,250,000)
		(12,858,160)		(707,330)		(735,006)		(14,300,496)
Increase in cash		3,800,883		597,849		911,262		5,482,407
Cash, beginning of year		1,681,524		1,083,675		172,413		—
Cash, end of year	$	5,482,407	$	1,681,524	$	1,083,675	$	5,482,407
SUPPLEMENTAL INFORMATION
Interest paid		—		—		2,979		2,979
Warrants issued for services provided		770,214		16,127		10,395		796,736
Change in accrued exploration expenditures		110,613		62,710		—		173,323
Change in accrued share issue costs		(19,897)		19,897		—		—
Conversion of special warrants into common shares		—		—		195,409		195,409
Value of shares and options issued to acquire exploration properties		521,119		182,000		—		703,119
Accrued capitalized interest		176,384		—		—		176,384

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

NORTHWESTERN MINERAL VENTURES INC.

(AN EXPLORATION STAGE COMPANY)

Consolidated Statements of Shareholders’ Equity

(Expressed in Canadian Dollars)

From Commencement of Operations (September 26, 2003) to December 31, 2006

	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

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

NORTHWESTERN MINERAL VENTURES INC.

(AN EXPLORATION STAGE COMPANY)

Consolidated Statements of Shareholders’ Equity

From Commencement of Operations (September 26, 2003) to December 31, 2006 (Continued)

	Common shares		Special Warrants	Warrants	Contributed Surplus	Accumulated Deficit	Total
	#	$	$	$	$	$	$
Balance, December 31, 2005	80,226,090	4,329,779	—	417,084	873,651	(2,934,631)	2,685,883
Private placement, net of issue costs	21,144,027	12,555,474	—	3,982,884	—	—	16,538,358
Exercise of stock options	920,000	476,800	—	—	(203,600)	—	273,200
Flow through tax effect on date of renunciation	—	(295,085)	—	(73,771)	—	—	(368,856)
Stock based compensation	—	—	—	—	1,197,663	—	1,197,663
Shares issued for interest in exploration properties and deferred exploration expenditures	640,000	469,600	—	—	—	—	469,600
Exercise of warrants	1,559,636	941,458	—	(208,482)	—	—	732,976
Expired warrants	—	—	—	(167,733)	167,733	—	—
Loss for the year	—	—	—	—	—	(2,421,484)	(2,421,484)
Balance, December 31, 2006	104,489,753	18,478,026	—	3,949,982	2,035,447	(5,356,115)	19,107,340

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

NORTHWESTERN MINERAL VENTURES INC.

(AN EXPLORATION STAGE COMPANY)

Consolidated Statements of Interest in Exploration Properties and Deferred Exploration Expenditures

(Expressed in Canadian Dollars)

For the years ended December 31	2006		2005		Cumulative from inception of project to December 31, 2006
Bear Project, Canada (Note 4(a))
Opening balance	$	—	$	560,767	$	—
Transportation		—		11,290		222,287
Drilling		—		—		85,865
Acquisition costs		—		11,006		62,506
Camp costs		—		—		60,671
Project management fees		—		—		40,759
Labour		—		—		29,741
Geological, reports and maps		—		9,223		9,223
Consulting fees		—		10,019		23,613
General		—		2,325		63,004
Analysis and assays		—		1,458		12,466
Interest income		—		(3,895)		(7,942)
Activity during the year		—		41,426		602,193
Write-off of Bear Project		—		(602,193)		(602,193)
Closing balance	$	—	$	—	$	—
Picachos Project, Mexico (Note 4(b))
Opening balance	$	750,906	$	154,764	$	—
Geological, reports and maps		65,994		69,938		201,545
Labour		—		—		8,830
Earthwork and roads		6,017		—		6,017
Line and grid cutting		15,121		—		15,121
Geophysic		87,756		—		87,756
Camp costs		21,202		—		27,142
Transportation		1,022		1,528		6,386
Management fees		—		—		8,965
Professional fees		3,604		—		12,139
Drilling		2,285		—		5,690
Option payments		403,904		114,000		517,904
Staking		—		15,926		15,926
General		689		11,173		29,210
Analysis and assaying		—		91,008		127,346
Exploration advance		—		297,739		297,739
Interest income		(97,836)		(5,170)		(107,052)
Activity during the year		509,758		596,142		1,260,664
Closing balance	$	1,260,664	$	750,906	$	1,260,664

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

NORTHWESTERN MINERAL VENTURES INC.

(AN EXPLORATION STAGE COMPANY)

Consolidated Statements of Interest in Exploration Properties and Deferred Exploration Expenditures (Continued)

(Expressed in Canadian Dollars)

For the years ended December 31	2006		2005		Cumulative from inception of project to December 31, 2006
Waterbury Project, Canada (Note 4(c))
Opening balance	$	169,747	$	—	$	—
Assays		5,464		—		5,464
Geological, reports and maps		4,597		76,697		81,294
Drilling		221,912		—		221,912
Geophysics		328,996		—		328,996
Labour		69,500		—		69,500
Professional fees		10,799		—		10,799
Management fees		73,478		—		73,478
Operating costs		118,846		—		118,846
Option payment		79,000		93,050		172,050
Government assistance		(44,536)		—		(44,536)
Interest income		(97,836)		—		(97,836)
Activity during the year		770,220		169,747		939,967
Closing balance	$	939,967	$	169,747	$	939,967
Fire Fly Project, United States (Note 4(d))
Opening balance	$	114,697	$	—	$	—
Geological, reports and maps		16,226		18,466		34,692
Professional fees		—		8,173		8,173
Option payment		—		58,485		58,485
Exploration advance		—		7,500		7,500
Consulting		20,727		2,980		23,707
Claim staking		4,384		17,854		22,238
Field expenses		1,659		—		1,659
Geotechnician		8,588		—		8,588
General		8,017		85		8,102
Travel and accommodation		3,537		1,154		4,691
Rentals		4,586		—		4,586
Interest income		(19,175)		—		(19,175)
Activity during the year		48,549		114,697		163,246
Write-off of Fire Fly Project		(163,246)		—		(163,246)
Closing balance	$	—	$	114,697	$	—

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

NORTHWESTERN MINERAL VENTURES INC.

(AN EXPLORATION STAGE COMPANY)

Consolidated Statements of Interest in Exploration Properties and Deferred Exploration Expenditures (Continued)

(Expressed in Canadian Dollars)

For the years ended December 31	2006		2005		Cumulative from inception of project to December 31, 2006
Irhazer and In Gall Projects, Niger (Note 4(e))
Opening balance	$	40,351	$	15,269	$	—
Project administration costs		284,828		25,082		325,179
Acquisition costs		223,848		—		223,848
Camp costs		6,606		—		6,606
Enviromental		96,516		—		96,516
Geological		17,248		—		17,248
Geophysical		98,982		—		98,982
Line and grid cutting		4,390		—		4,390
Surveys		422,666		—		422,666
Interest income		(97,836)		—		(97,836)
Activity during the year		1,057,248		25,082		1,097,599
Closing balance	$	1,097,599	$	40,351	$	1,097,599
North Rae Uranium Project, Canada (Note 4(f))
Opening balance	$	—	$	—	$	—
Geophysical		11,802		—		11,802
Exploration		716,190		—		716,190
Staking		81,950		—		81,950
Acquisition costs		97,084		—		97,084
Professional fees		56,806		—		56,806
General		4,023		—		4,023
Interest income		(78,655)		—		(78,655)
Activity during the year		889,200		—		889,200
Closing balance	$	889,200	$	—	$	889,200
TOTAL	$	4,187,430	$	1,075,701	$	4,187,430

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

NORTHWESTERN MINERAL VENTURES INC.
(AN EXPLORATION STAGE COMPANY)
Notes to Consolidated Financial Statements
(Expressed in Canadian Dollars)
For the years ended December 31, 2006, 2005 and 2004

1. NATURE OF OPERATIONS

Northwestern Mineral Ventures Inc. (the “Company” or “Northwestern”) 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 mining properties with a focus on uranium. Currently it has interests in Canada, Mexico and Niger. 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. 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 and 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 exploration properties 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, 2006 the Company had cash and short-term investments of $14,908,791 and working capital of $14,643,599. 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.

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 13. Outlined below are those policies considered particularly significant.

Basis of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries Northwestern Mineral Ventures (USA) Inc. and Northwest Mineral Mexico, S.A. de C.V. 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 subsidiaries.

NORTHWESTERN MINERAL VENTURES INC.
(AN EXPLORATION STAGE COMPANY)
Notes to Consolidated Financial Statements
(Expressed in Canadian Dollars)
For the years ended December 31, 2006, 2005 and 2004

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Short term investment

Short-term investments comprise of highly liquid Canadian dollar denominated guaranteed investment certificates with terms to maturity of greater than 90 days but not more than one year. Short-term investments are carried at the lower of cost or recoverable amount. As at December 31, 2006, the short term investment consisted of a guaranteed investment certificate bearing interest at 4.00% maturing July 10, 2007. The carrying value of the short term investment approximates its market value.

Fixed assets

Fixed assets are recorded at cost. Amortization is recorded on the declining balance basis at the following annual rates:

Computer equipment	30%
Furniture and fixtures	20%
Leasehold improvements	20%
Field equipment	20%
Vehicle	30%

Amortization of assets used in exploration are capitalized to deferred exploration expenditures.

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.

The Company qualifies for mineral exploration assistance programs associated with the exploration and development of mineral properties located in Quebec. Recoverable amounts are offset against deferred exploration costs incurred when the Company has complied with the terms and conditions of the program and the recovery is reasonably assured.

NORTHWESTERN MINERAL VENTURES INC.
(AN EXPLORATION STAGE COMPANY)
Notes to Consolidated Financial Statements
(Expressed in Canadian Dollars)
For the years ended December 31, 2006, 2005 and 2004

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Asset Retirement Obligations

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 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 Company did not have any asset retirement obligations as at December 31, 2006 and 2005.

Flow-Through Financing

The Company has financed a portion of its exploration activities through the issue of flow-through shares, which transfers the tax deductibility of exploration expenditures to the investor. Proceeds received on the issue of such shares have been credited to share capital and the related exploration costs have been charged to exploration 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 a stock option plan that is described in Note 7(a). The fair value of any stock options granted to directors, officers, consultants and employees is recorded as an expense over the vesting period with a corresponding increase recorded to contributed surplus. The fair value of the stock based compensation is determined using the Black-Scholes option pricing model and management’s assumptions are disclosed in Note 7(a). Upon exercise of the stock options, consideration paid by the option holder together with the amount previously recognized in contributed surplus is recorded as an increase to share capital.

Income Taxes

The Company uses the future income tax asset and liability method of accounting for income taxes. Under this 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

Basic loss per share is calculated using the weighted average number of shares outstanding. Diluted loss per share is calculated using the treasury stock method. In order to determine diluted loss per share, the treasury stock method assumes that any proceeds from the exercise of dilutive stock options and warrants would be used to repurchase common shares at the average market price during the period, with the incremental number of shares being included in the denominator of the diluted loss per share calculation. The diluted loss per share calculation excludes any potential conversion of options and warrants that would decrease loss per share. At December 31, 2006, 3,580,000 (2005 - 3,900,000; 2004 - 1,060,000) stock options and 12,506,638 (2005 - 3,364,015; 2004 - Nil) 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. All of the Company’s subsidiary operations are classified as integrated for foreign currency translation purposes. 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.

NORTHWESTERN MINERAL VENTURES INC.
(AN EXPLORATION STAGE COMPANY)
Notes to Consolidated Financial Statements
(Expressed in Canadian Dollars)
For the years ended December 31, 2006, 2005 and 2004

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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 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, valuation of asset retirement obligations, stock based compensation, and future tax assets and liabilities. Actual results could differ from those estimates. Management believes that the estimates are reasonable.

3. FIXED ASSETS

	Cost		Accumulated Depreciation		Net Carrying Value 2006		Cost		Accumulated Amortization		Net Carrying Value 2005
Computer equipment	$	34,120	$	6,413	$	27,707	$	9,152	$	2,446	$	6,706
Furniture and fixtures		11,598		585		11,013		—		—		—
Leasehold improvements		1,283		106		1,177		—		—		—
Field equipment		40,591		994		39,597		—		—		—
Vehicle		78,652		14,927		63,725		—		—		—
	$	166,244	$	23,025	$	143,219	$	9,152	$	2,446	$	6,706

4. INTEREST IN EXPLORATION PROPERTIES AND DEFERRED EXPLORATION EXPENDITURES

(a) Bear Project, Canada

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, 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 in 2005.

NORTHWESTERN MINERAL VENTURES INC.
(AN EXPLORATION STAGE COMPANY)
Notes to Consolidated Financial Statements
(Expressed in Canadian Dollars)
For the years ended December 31, 2006, 2005 and 2004

4. INTEREST IN EXPLORATION PROPERTIES AND DEFERRED EXPLORATION EXPENDITURES (continued)

(b) Picachos Project, Mexico

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. In order to earn its interest, the Company had to incur $500,000 in exploration expenditures on or before December 31, 2005 and $1 million on or before December 31, 2006. The Company also had to 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, granting the Company the right to acquire a 100% interest in the property portfolio. Under the terms of this agreement, the Company was 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.

In February 2006, RNC was acquired by Yamana Gold Inc. (“Yamana”).

After signing a Letter of Intent dated July 12, 2006 with Yamana Gold Inc. and Minera Tango, S.A. de C.V., a wholly owned subsidiary of Yamana Gold Inc. (collectively, “Yamana”), the Company and Yamana entered into an Option Agreement dated December 22, 2006, whereby Northwestern can earn an undivided 70% interest in the Picachos Project.

To earn a 70% interest in the project, Northwestern has to incur US$3,000,000 in exploration expenditures over the three year period ended December 22, 2009, of which the Company has committed to incur US$500,000 on or before December 22, 2007. In addition the Company is required to make cash payments of US$400,000, including US$100,000 (paid) on the signing of a definitive option agreement (signed), and issue 1,000,000 common shares over a three-year period, including 400,000 common shares within 30 days of signing of the agreement (issued and valued at $272,000) and which are subject to a four-month hold period. The remaining shares will be issued in stages and will be subject to all required regulatory hold periods.

Northwestern will act as operator of the project. Northwestern and Yamana terminated the prior option agreement pertaining to the Picachos Project that was signed between Northwestern and RNC Gold Inc.

NORTHWESTERN MINERAL VENTURES INC.
(AN EXPLORATION STAGE COMPANY)
Notes to Consolidated Financial Statements
(Expressed in Canadian Dollars)
For the years ended December 31, 2006, 2005 and 2004

4. INTEREST IN EXPLORATION PROPERTIES AND DEFERRED EXPLORATION EXPENDITURES (continued)

(c) Waterbury Project, Canada

On November 9, 2005, the Company completed a formal option agreement with CanAlaska Uranium Ltd. (formerly “CanAlaska Ventures Ltd.”) (“CanAlaska”) to acquire up to a 75% ownership interest in 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 installments, a total of $150,000 ($25,000 paid in each of years 2005 and 2006 for a total of $50,000) 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 common shares (100,000 issued in each of years 2005 and 2006, valued at $68,000 and $54,000 respectively) from the Company’s treasury to be released in stages. The Company has agreed to spend a minimum of $2 million on the Waterbury Project prior to April 1, 2008.

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 on the Waterbury Project. CanAlaska would also receive an additional 200,000 common 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. See Note 12(c).

(d) Fire Fly Project, United States

On December 9, 2005, the Company signed 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, issue 300,000 common shares, and spend a minimum of US$700,000.

The Company’s management team has elected not to proceed with the Firefly Project during the year ended December 31, 2006 as management believes that other projects have greater exploration potential. Accordingly, all costs related to the project have been written off.

NORTHWESTERN MINERAL VENTURES INC.
(AN EXPLORATION STAGE COMPANY)
Notes to Consolidated Financial Statements
(Expressed in Canadian Dollars)
For the years ended December 31, 2006, 2005 and 2004

4. INTEREST IN EXPLORATION PROPERTIES AND DEFERRED EXPLORATION EXPENDITURES (continued)

(e) Irhazer and In Gall Projects, Niger

On March 8, 2006, 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 kilometres (500,000 acres) of mineral rights. The Company has the obligation to expand an aggregate of US$2.2 million in exploration expenditures on each of the properties over a period of three years. The Government of Niger is entitled to a 5.5% mining royalty, a 10% retained interest and up to a 20% participating interest on production.

Finder’s fees of 40,000 common shares valued at $49,600 were issued to a consultant during the year ended December 31, 2006.

(f) North Rae Uranium Project, Canada

On March 2, 2006, the Company signed a letter agreement 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 agreement, the Company will pay $210,000 in cash installments over four years, and will issue 150,000 common shares (100,000 issued, valued at $94,000). 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 is the operator of the project. See Note 12(d).

The Company is in the process of filing for approximately $318,900 of government assistance related to exploration expenditures in the province of Quebec that have not been recognized in the accounts. Upon receipt, the assistance will be applied to the exploration properties to which they pertain.

NORTHWESTERN MINERAL VENTURES INC.

(AN EXPLORATION STAGE COMPANY)

Notes to Consolidated Financial Statements

(Expressed in Canadian Dollars)

For the years ended December 31, 2006, 2005 and 2004

5. SHARE CAPITAL

a) Authorized

Unlimited number of common shares

b) Issued and outstanding

(i) 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 were renounced subsequent to December 31, 2005. The renunciation created a future income tax liability of $368,856, which was 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.

(ii) 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.

The warrants and broker warrants issued in2005 were valued using the Black-Scholes option-pricing model. The assumptions used for the valuation were:

(a) Warrants issued on private placement (1): 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 before issue costs.

(b) Broker warrants issued on private placement (1): 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 before issue costs.

(c) Warrants issued on private placement (2): 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 before issue costs.

NORTHWESTERN MINERAL VENTURES INC.

(AN EXPLORATION STAGE COMPANY)

Notes to Consolidated Financial Statements

(Expressed in Canadian Dollars)

For the years ended December 31, 2006, 2005 and 2004

5. SHARE CAPITAL (continued)

b) Issued and outstanding (continued)

(iii) The Company issued 412,000 flow-through common shares for proceeds of $125,660 in 2004. 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.

(iv) Effective September 6, 2005, the Company completed a stock split, where-by each issued common share of the Company was subdivided 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 subdivided at the same ratio as the common shares. The exercise prices of the warrants and stock options were adjusted to reflect the stock split. Shares and per share amounts presented in these consolidated financial statements have been retroactively adjusted to reflect this stock split.

(v) On May 5, 2006, the Company completed a private placement financing of 21,144,027 units 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) May 5, 2008; or (ii) in the event that the common shares of Northwestern commence trading on either Tier 1 of the TSX Venture Exchange or the Toronto Stock Exchange prior to May 5, 2008, then May 5, 2011. In addition, Northwestern granted the agents to the financing an option to purchase up to 5,882,353 additional units at $0.85 per unit that expire on the date that is the earlier of 30 days following the closing date of the private placement and June 5, 2006. The option to purchase the additional units expired unexercised.

On closing, Northwestern paid the agents an aggregate commission of $1,258,070 cash and 1,480,082 broker warrants. Each broker warrant is exercisable into one common share at a price of $1.15 until November 5, 2007. Other cash costs related to the private placement amounted to $175,994.

The warrants and broker warrants issued in2006 were valued using the Black-Scholes option-pricing model. The assumptions used for the valuation were:

(a) Warrants issued on private placement (v): expected dividend yield 0%; expected volatility - 100%; risk-free interest rate - 4.3%; and an expected life of 2 years. The value assigned to 10,572,013 warrants is $3,653,500 less issue costs of $514,600.

(b) Broker warrants issued on private placement (v): expected dividend yield - 0%; expected volatility - 100%; risk-free interest rate - 4.3%; and an expected life of 18 months. The value assigned to 1,480,082 broker warrants is $762,800.

(c) Broker warrants issued on private placement (i): expected dividend yield 0%, expected volatility 79.6%, risk-free interest rate 3.96% and an expected life of 12 months. The value assigned to 31,818 broker warrants is $7,414.

NORTHWESTERN MINERAL VENTURES INC.

(AN EXPLORATION STAGE COMPANY)

Notes to Consolidated Financial Statements

(Expressed in Canadian Dollars)

For the years ended December 31, 2006, 2005 and 2004

6. COMMON SHARE PURCHASE WARRANTS AND BROKER WARRANTS

The following table represents a continuity of warrants for the years ended December 31, 2005 and 2006. All numbers shown in the chart below have been adjusted to account for the 2:1 stock split that occurred on September 6, 2005 (Note 5(b)(iv)):

Expiry Date	Exercise Price		January 1, 2006 Balance	Issued	Exercised	Expired	December 31, 2006 Balance	December 31, 2006 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	—	(933,000)	(16,500)	—	—
July 27, 2006	$	0.465	1,333,334	—	—	(1,333,334)	—	—
December 21, 2007(*)	$	0.70	454,543	—	—	—	454,543	48,282
May 5, 2008	$	1.15	—	10,572,013	—	—	10,572,013	3,138,900
			3,300,377	10,572,013	(1,496,000)	(1,349,834)	11,026,556	3,187,182
Broker Warrants
December 21, 2006	$	0.55	63,636	—	(63,636)	—	—	—
December 21, 2006	$	0.70	—	31,818	—	(31,818)	—	—
November 5, 2007	$	1.15	—	1,480,082	—	—	1,480,082	762,800
			63,636	1,511,900	(63,636)	(31,818)	1,480,082	762,800
			3,364,013	12,083,913	(1,559,636)	(1,381,652)	12,506,638	3,949,982

(*) The term of the share purchase warrants that were originally issued in connection with a private placement that closed on December 21, 2005, which would have expired on December 21, 2006, will now expire on December 21, 2007.

Expiry Date	Exercise Price		January 1, 2005 Balance	Issued	Exercised	Expired	December 31, 2005 Balance	December 31, 2005 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, 2007	$	0.70	—	454,543	—	—	454,543	48,282
			1,967,500	1,787,877	(455,000)	—	3,300,377	400,957
Broker Warrants
December 21, 2006	$	0.55	—	63,636	—	—	63,636	16,127
			1,967,500	1,851,513	(455,000)	—	3,364,013	417,084

NORTHWESTERN MINERAL VENTURES INC.

(AN EXPLORATION STAGE COMPANY)

Notes to Consolidated Financial Statements

(Expressed in Canadian Dollars)

For the years ended December 31, 2006, 2005 and 2004

7. 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.

The following table represents a continuity of stock options for the year ended December 31, 2005 and 2006. All numbers shown in the chart below have been adjusted to account for the 2:1 stock split that occurred on September 6, 2005 (Note 5(b)(iv)):

	Number of Stock Options		Weighted Average Exercise Price
	2006	2005	2006 $	2005 $
Opening Balance	3,900,000	2,120,000	0.526	0.305
Options granted	1,300,000	1,980,000	0.645	0.739
Options exercised	(920,000)	(200,000)	0.297	0.288
Options cancelled	(700,000)	—	0.516	—
Ending Balance	3,580,000	3,900,000	0.630	0.526

During 2006, 1,300,000 (2005 - 1,980,000) stock options were granted to consultants, directors and employee of the Company. The following weighted average assumptions were used under the Black-Scholes option-pricing model:

	2006	2005
Expected dividend yield	0%	0%
Expected volatility	97%	100%
Risk-free interest rate	4%	4%
Expected life	5.0 years	4.9 years

These stock options have vesting terms as follows:

In 2005, 1,900,000 stock options vest in four equal tranches every 3 months and 80,000 stock options vested as a result of the successful application of two prospecting permits in Niger as described in Note 4(e).

In 2006, 950,000 stock options vested immediately at date of grant and 350,000 stock options vest in four equal tranches every 6 months.

Unexercised stock options at September 6, 2005 were adjusted to account for the 2:1 one stock split that occurred on September 6, 2005 (Note 5(b)(iv)).

NORTHWESTERN MINERAL VENTURES INC.

(AN EXPLORATION STAGE COMPANY)

Notes to Consolidated Financial Statements

(Expressed in Canadian Dollars)

For the years ended December 31, 2006, 2005 and 2004

7. STOCK OPTIONS AND CONTRIBUTED SURPLUS (continued)

(a) Stock Options (continued)

As at December 31, 2006, 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 (Note 12(e))
80,000	80,000		0.47	August 2, 2008
1,900,000	1,900,000		0.75	October 14, 2010
650,000	650,000		0.68	May 25, 2011
250,000	—		0.44	September 6, 2011
100,000	—		0.40	September 20, 2011
3,580,000	3,230,000

(b) Contributed surplus

The following table reflects the continuity of contributed surplus for the years ended December 31, 2005 and 2006.

		Amount
Balance, December 31, 2004	$	424,183
Stock based compensation expense		493,468
Stock options exercised		(44,000)
Balance, December 31, 2005		873,651
Warrants expired		167,733
Stock based compensation expense		1,146,144
Stock based compensation charged to the Irhazer and In Gall Project		51,519
Stock options exercised		(203,600)
Balance, December 31, 2006	$	2,035,447

8. RELATED PARTY TRANSACTIONS

The Company incurred $556,633 in fiscal 2006 (2005 - $129,183; 2004 - $144,000) for consulting and directors fees rendered by directors and 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, 2006 is $52,911 (2005 - $14,301) owing to these related parties.

During the year ended December 31, 2006, 1,200,000 (2005 - 1,900,000; 2004 - 1,400,000) stock options were granted to directors and/or officers of the Company.

See Note 4(b) 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.

NORTHWESTERN MINERAL VENTURES INC.

(AN EXPLORATION STAGE COMPANY)

Notes to Consolidated Financial Statements

(Expressed in Canadian Dollars)

For the years ended December 31, 2006, 2005 and 2004

9. INCOME TAXES

The following table reconciles the expected income tax recovery at the statutory income tax rate of 36% (2005 - 36%; 2004 - 36%) to the amounts recognized in the statements of operations:

	2006		2005		2004
Loss before taxes	$	(2,790,340)	$	(1,825,274)	$	(1,121,460)
Expected income tax recovery at statutory rate		(1,004,500)		(657,100)		(403,700)
Share issue costs		(516,300)		(37,800)		(25,900)
Exploration properties and deferred exploration expenditures written-off		75,100		216,800		—
Stock based compensation		412,600		177,600		152,700
Exploration overhead		—		75,000		187,100
Other		(35,156)		4,300		—
Change in valuation allowance		699,400		176,000		89,800
Income tax (recovery)	$	(368,856)	$	(45,200)	$	—

The following table reflects the future income tax assets and liabilities at December 31, 2006 and 2005:

	2006		2005
Future income tax assets (liabilities):
Non-capital losses	$	730,000	$	330,800
Exploration properties		354,400		437,700
Share issue costs		500,700		125,500
Fixed assets		8,300		—
		1,593,400		894,000
Less: valuation allowance		(1,593,400)		(894,000)
	$	—	$	—

The Company has unclaimed share issue costs of $1,390,700 and non-capital losses of $1,973,000 available to reduce future taxable income. Of these losses, $33,100 expire in 2010, $246,300 expire in 2014, $614,500 expire in 2015 and $1,079,100 expire in 2026. The Company also has Canadian exploration expenditures totaling approximately $2,319,200, Canadian development expenses of $458,600, and foreign exploration and development expenditures of $2,394,100, 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.

NORTHWESTERN MINERAL VENTURES INC.

(AN EXPLORATION STAGE COMPANY)

Notes to Consolidated Financial Statements

(Expressed in Canadian Dollars)

For the years ended December 31, 2006, 2005 and 2004

10. SEGMENTED INFORMATION

The Company’s principal operations are the acquisition, exploration and development of mineral properties. All exploration properties are situated in Canada, Mexico, Niger and the United States of America (see Note 4). Cash and short-term investments of $14,910,959 (2005 - $1,681,524) are held in Canadian chartered banks and a cash deficit of $2,168 (2005 - $Nil) is held in Niger.

	2006	2005
Canada	$16,992,448	$1,950,746
Mexico	1,278,025	750,906
United States of America	—	114,697
Niger	1,220,233	40,351
	$19,490,706	$2,856,700

Substantially all of the Company’s operating expenses are incurred in Canada.

11. 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, 2006, the Company’s financial instruments consisted of cash, short-term investment, amounts receivable, and accounts payables 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, copper, uranium and other minerals.

NORTHWESTERN MINERAL VENTURES INC.
(AN EXPLORATION STAGE COMPANY)
Notes to Consolidated Financial Statements
(Expressed in Canadian Dollars)
For the years ended December 31, 2006, 2005 and 2004

12. SUBSEQUENT EVENTS

a) Daniel Lake Uranium Project

On January 24, 2007, the Company entered into a definitive option agreement with Azimut Exploration Inc. (“Azimut”) to expand their uranium project in the Ungava Bay region of northern Quebec. Under the terms of the agreement, Northwestern will acquire controlling interest in a second property that is contiguous with its North Rae Uranium Project disclosed in Note 4(f). This new property, Daniel Lake Uranium Project, consists of an additional two blocks representing 862 claims with a total area of 390.3Km² or 96,445 acres (39,030 hectares).

Under the terms of the definitive option agreement, Northwestern will pay $230,000 in cash installments over a four-year period and issue 200,000 common shares. An initial payment of $50,000 is due within 15 days of the option agreement and $30,000 is payable upon the first anniversary of the option agreement. Northwestern will also spend a total of $2.6 million in exploration expenditures on the property in tranches over five years, of which the Company has committed to incur expenditrues of $300,000 during the first year of the agreement to earn an initial 50% interest in the project from Azimut, at which stage Azimut would retain a 2% yellow cake royalty. Shares will be issued in two stages with 100,000 common shares to be issued upon the first anniversary of the option agreement (subject in each case to TSX Venture Exchange approval). Shares are subject to all required regulatory hold periods. Northwestern can subsequently increase its ownership to 65% by issuing an additional 100,000 common shares and paying an additional $150,000 in cash over an additional five years. To earn its 65% interest, Northwestern must also incur a minimum additional $1.0 million in exploration expenditures over five years and produce a bankable feasibility study during the five-year period, subject to extension in certain circumstances. In the event Northwestern does not elect to increase its interest in the property up to 65% once it has fully exercised its 50% option, it shall pay Azimut a final cash payment of $100,000.

b) Dissolution of Subsidiary

Subsequent to year end, Northwestern Mineral Ventures (USA) Inc. was dissolved.

c) Waterbury Property Agreement

On March 30, 2007, the option agreement with CanAlaska described in Note 4(c) was amended. The new terms require the Company to make a cash payment of $25,000 (paid March 30, 2007) instead of $50,000 by April 1, 2007 and $75,000 instead of $50,000 by April 1, 2008. The Northwestern shares that were to be issued to CanAlaska by April 1, 2007 can now be issued on or before April 1, 2008. The Company has agreed to commit to an additional $511,000 for the 2007 exploration program, resulting in a total exploration expenditure commitment of $1,200,000 on the property for 2007.

NORTHWESTERN MINERAL VENTURES INC.
(AN EXPLORATION STAGE COMPANY)
Notes to Consolidated Financial Statements
(Expressed in Canadian Dollars)
For the years ended December 31, 2006, 2005 and 2004

12. SUBSEQUENT EVENTS (continued)

d) North Rae Uranium Project

The Company finalized the North Rae Option Agreement with Azimut Exploration Inc. (“Azimut”) on January 9, 2007 following a Letter of Intent dated March 2, 2006. Under the terms of the agreement, the Company can earn an initial 50% in the property by incurring $2.9 million in work expenditures, paying $210,000 cash and issuing 150,000 common shares over the next five years. Northwestern can subsequently increase its interest to 65% by making cash payments totaling $100,000, issuing 100,000 common shares, incurring $1,000,000 ($200,000/year) in work expenditures over the next five years and delivering a bankable feasibility study. Azimut retains a 2% yellow cake royalty.

On April 17, 2007, 50,000 common shares of the Company valued at $40,500, were issued to Azimut as per the letter of agreement described in Note 4(f).

e) Stock Options

Effective January 1, 2007, the Company entered into two consulting agreements pursuant to which it granted a total of 450,000 stock options, 250,000 stock options exercisable at $0.84 per share and 200,000 stock options exercisable at $0.81, for a period of 5 years. The options vest over a two-year period.

Subsequent to year-end, 600,000 options exercisable at $0.3375 per share were exercised.

NORTHWESTERN MINERAL VENTURES INC.
(AN EXPLORATION STAGE COMPANY)
Notes to Consolidated Financial Statements
(Expressed in Canadian Dollars)
For the years ended December 31, 2006, 2005 and 2004

13. 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, 2006 and 2005 and for the years ended December 31, 2006, 2005 and 2004 in order to conform to accounting principles generally accepted in the United States (“US GAAP”).

As at December 31	2006	2005
	$	$
Assets
Canadian GAAP	19,490,706	2,856,700
Exploration properties and deferred exploration expenditures (a)	(4,187,430)	(1,075,701)
US GAAP	15,303,276	1,780,999
Accounts Payable and Accrued Liabilities
Canadian GAAP	383,366	170,817
Flow through shares (b)	—	166,667
US GAAP	383,366	337,484
Future Income Taxes
Canadian GAAP	—	—
Exploration properties and deferred exploration expenditures expensed (a)	1,120,200	387,000
Increase in valuation allowance	(1,120,200)	(387,000)
US GAAP	—	—
Capital Stock
Canadian GAAP	18,478,026	4,329,779
Flow through shares (b)	247,389	(121,467)
US GAAP	18,725,415	4,208,312
Deficit
Canadian GAAP	(5,356,115)	(2,934,631)
Cumulative exploration properties adjustment (a)	(4,187,430)	(1,075,701)
Flow-through shares	(247,389)	(45,200)
US GAAP	(9,790,934)	(4,055,532)

NORTHWESTERN MINERAL VENTURES INC.
(AN EXPLORATION STAGE COMPANY)
Notes to Consolidated Financial Statements
(Expressed in Canadian Dollars)
For the years ended December 31, 2006, 2005 and 2004

13. DIFFERENCES BETWEEN CANADIAN AND U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (continued)

For the years ended December 31	2006	2005	2004
Statement of Operations
Net (loss) under Canadian GAAP	(2,421,484)	(1,780,074)	(1,121,460)
Exploration properties and deferred exploration expenditures (a)	(3,111,729)	(344,901)	(730,800)
Flow-through shares (b)	(202,189)	(45,200)	—
Net (loss) and comprehensive loss under US GAAP	(5,735,402)	(2,170,175)	(1,852,260)
Basic and diluted loss per share - US GAAP	0.05	0.03	0.03
Statement of Cash Flows
Cash flows from operating activities under Canadian GAAP	(1,355,091)	(851,997)	(587,006)
Exploration properties and deferred exploration expenditures (a)	(3,451,068)	(702,384)	(730,800)
Cash flows from operating activities under US GAAP	(4,806,159)	(1,554,381)	(1,317,806)
Cash flows from investing activities under Canadian GAAP	(12,858,160)	(707,330)	(735,006)
Exploration properties and deferred exploration expenditures (a)	3,451,068	702,384	730,800
Cash flows from investing activities under US GAAP	(9,407,092)	(4,946)	(4,206)

(a) Exploration Properties and Deferred Exploration Expenditures

Under Canadian GAAP, resource property acquisition costs and exploration costs may be deferred and amortized during the search for a commercially mineable body of ore. Under US GAAP, expenditures on exploration properties can only be deferred subsequent to the determination that proven or probable mineral reserves exist at which time costs incurred to bring the mine into production are capitalized as development costs. Capitalized costs are then amortized on a unit-of-production basis based on proven and probable reserves. An additional depletion and exploration expense is required to be recognized under US GAAP. For the purposes of the consolidated statements of cash flows, these costs are classified as cash used in investing activities under Canadian GAAP and cash used in operations under US GAAP. Under US GAAP, the property expenditure advances would be classified as current assets on the balance sheet and included in the amounts receivable and prepaid expenses. In the statement of cash flows, these expenditures would be classified as cash flows from operations in lieu of cash flows from investing activities for Canadian GAAP.

(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 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. 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, 2006, the Company had restricted cash of $Nil (2005 - $1,024,599).

NORTHWESTERN MINERAL VENTURES INC.
(AN EXPLORATION STAGE COMPANY)
Notes to Consolidated Financial Statements
(Expressed in Canadian Dollars)
For the years ended December 31, 2006, 2005 and 2004

13. 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 years ended December 31, 2006, 2005, and 2004.

(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. In December 2004, FASB issued SFAS 123(R), “Share-Based Payment”, which is a revision of SFAS 123, “Accounting for Stock Based Compensation”, eliminating the intrinisic value for accounting of equity based transactions primarily with employee based services. SFAS 123(R) requires all share based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. Effective January 1, 2006, the Company adopted SFAS 123(R). As the Company currently uses the fair value method to account for all stock option grants, 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, SFAS 130 “Reporting Comprehensive Income”, is applicable for U.S. GAAP purposes. SFAS 130 establishes standards for the reporting and display of comprehensive income and its components in a full set of general purpose financial statements. SFAS 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 SFAS 130.

(f) Recent Accounting Pronouncements

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.

NORTHWESTERN MINERAL VENTURES INC.
(AN EXPLORATION STAGE COMPANY)
Notes to Consolidated Financial Statements
(Expressed in Canadian Dollars)
For the years ended December 31, 2006, 2005 and 2004

13. DIFFERENCES BETWEEN CANADIAN AND U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (continued)

(f) Recent Accounting Pronouncements (continued)

Changes in Accounting Policies and Estimates

In July 2006, the CICA issued section 1506, “Changes in Accounting Policies and Estimates, and Errors” to replace the existing Section 1506, Accounting Changes. This section applies to fiscal years beginning on or after January 1, 2007, and is therefore effective for the Company in fiscal 2008.

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.

Accounting for Stripping Costs Incurred during Production in the Mining Industry

In January 2006, the FASB ratified the consensus reached by the Emerging Issues Task Force on Issue No. 04-6, “Accounting for Stripping Costs Incurred during Production in the Mining Industry” (EITF 04-6), which requires that stripping costs be included in costs of sales as incurred beginning in fiscal 2007. The Company believes this consensus will have no effect on the financial statements until such time as the Company has a mine or mines in production.

Accounting for Uncertainty in Income Taxes

In June 2006, the FASB issued FASB Interpretation No.48, “Accounting for Uncertainty in Income Taxes” (FIN 48). FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective in fiscal years beginning after December 15, 2006. The provisions of FIN 48 are to be applied to all tax positions upon initial adoption, with the cumulative effect adjustment reported as an adjustment to the opening balance of retained earnings. The Company is currently evaluating the potential impact, if any, that the adoption of FIN 48 will have on the financial statements.

Fair Value Measurements

In September 2006, the FASB issued SFAS 157 “Fair Value Measurements”. SFAS 157 will become effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. The Company is currently evaluating the potential impact, if any, that the adoption of SFAS 157 “Fair Value Measurements” will have on the financial statements.

Prior Year Misstatements

In September 2006, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 108 (“SAB 108”). SAB 108 provides guidance on the consideration of the effects of prior year misstatements in quantifying current year misstatements for the purpose of a materiality assessment. SAB 108 permits existing public companies to record the cumulative effect of initially applying this approach in the fiscal year ending after November 15, 2006 by recording necessary correcting adjustments to the carrying values of assets and liabilities as of the beginning of that year with the offsetting adjustment recorded to the opening balance of retained earnings. The adoption of SAB 108 did not have a material impact on the Company’s financial condition or results of operations.

NORTHWESTERN MINERAL VENTURES INC.
(AN EXPLORATION STAGE COMPANY)
Notes to Consolidated Financial Statements
(Expressed in Canadian Dollars)
For the years ended December 31, 2006, 2005 and 2004

13. DIFFERENCES BETWEEN CANADIAN AND U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (continued)

(f) Recent Accounting Pronouncements (continued)

Fair Value Option for Financial Assets and Financial Liabilities

In February 2007, the FASB issued SFAS 159, “The Fair Value Option for Financial Assets and Financial Liabilities” including an amendment to SFAS 115. This standard permits a company to choose to report certain financial assets, financial liabilities and firm commitments at fair value. The standard is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluation the impact of SFAS 159 will have on its financial condition and results of operations.

Accounting for Derivative Instruments and Hedging Activities

The Securities and Exchange Commission (“SEC”) and the FASB have issued recent interpretations for U.S. GAAP that suggest that warrants with an exercise price that is different from the entity’s functional currency cannot be classified as equity. As a result, these instruments should be treated as derivatives and recorded as liabilities which and are carried at their fair value, with changes in the fair value from period to period recorded as a gain or loss in the statement of operations. The Company’s functional currency is the Canadian dollar and it has issued and outstanding warrants that have an exercise price that is denominated in Canadian dollars. Under Canadian GAAP, warrants to purchase common shares are accounted for as a component of shareholders’ equity.

The recent SEC and FASB interpretations relate to FASB Statement No. 133 “Accounting for Derivative Instruments and Hedging Activities” and EITF 00-19 “Accounting for Derivative Financial Instruments Indexed to and Potentially Settled in a Company’s Own Stock”. The FASB has initiated a project to determine the accounting treatment for certain equity instruments with elements of foreign currency risk. The project is expected to provide further guidance with respect to U.S. GAAP accounting for such items. The Company expects the adoption of this guidance will not have a material impact on its results of operations.

NORTHWESTERN MINERAL VENTURES INC.

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2007

(Expressed in Canadian Dollars)

NORTHWESTERN MINERAL VENTURES INC.

(AN EXPLORATION STAGE COMPANY)

(Unaudited)

Three Months Ended March 31, 2007

Responsibility for Consolidated Financial Statements

The accompanying unaudited interim 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, 2006 audited consolidated financial statements. Only changes in accounting information have been disclosed in these interim 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 interim financial statements have been fairly presented.

The independent auditor of Northwestern Mineral Ventures Inc. has not performed a review of the unaudited interim consolidated financial statements for the three months ended March 31, 2007 and March 31, 2006.

NORTHWESTERN MINERAL VENTURES INC.

(AN EXPLORATION STAGE COMPANY)

Consolidated Balance Sheets

(Expressed in Canadian Dollars)

(Unaudited)

As at March 31	2007		2006
Assets
Current
Cash	$	13,542,269	$	5,482,407
Short term investment		—		9,426,384
Amounts receivable and prepaid expenses		168,749		118,174
		13,711,018		15,026,965
Property expenditures advances		696,422		133,092
Fixed assets (Note 3)		129,015		143,219
Interest in exploration properties and deferred exploration expenditures (Note 4 and statement)		4,623,509		4,187,430
	$	19,159,964	$	19,490,706
Liabilities and Shareholders’ Equity
Current
Accounts payable and accrued liabilities	$	290,981	$	383,366
Shareholders’ equity
Common shares (statement)		18,553,026		18,478,026
Warrants (Note 5 and statement)		3,949,982		3,949,982
Contributed surplus (Note 6 and statement)		2,091,765		2,035,447
Accumulated deficit		(5,725,790)		(5,356,115)
		18,868,983		19,107,340
	$	19,159,964	$	19,490,706

NATURE OF OPERATIONS (Note 1)

COMMITMENTS (Note 4 and Note 4 of the December 31, 2006 audited consolidated financial statements)

SUBSEQUENT EVENTS (Note 9)

APPROVED ON BEHALF OF THE BOARD:

Signed “Marek Kreczmer”, Director

Signed “Simon Lawrence”, Director

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

-2-

NORTHWESTERN MINERAL VENTURES INC.

(AN EXPLORATION STAGE COMPANY)

Consolidated Statements of Operations, Comprehensive Loss and Deficit

(Expressed in Canadian Dollars)

(Unaudited)

For the three months ended March 31,	2007		2006		Cumulative from inception to March 31, 2007
Expenses
Stock based compensation expense (Note 6)	$	56,318	$	400,912	$	2,120,113
Investor relations and promotion		79,475		113,137		1,115,524
Shareholders information		21,149		12,173		121,344
Management and administrative services		121,235		53,500		945,707
Professional fees		20,800		7,574		341,934
Regulatory fees		12,300		23,202		210,531
Office and administration		38,425		20,890		281,740
Travel expenses		19,020		17,084		175,192
Government fees and taxes		—		—		19,503
Foreign exchange (gain) loss		(474)		—		(10,382)
Amortization		1,427		503		7,699
		369,675		648,975		5,328,905
Net loss for the period and from inception before the following:		369,675		648,975		5,328,905
Exploration properties and deferred exploration expenditures written-off		—		—		810,941
Net loss for the period and from inception before taxes:		369,675		648,975		6,139,846
Future income tax (recovery)		—		(368,856)		(414,056)
Net loss and comprehensive loss for the period and from inception		369,675		280,119		5,725,790
ACCUMULATED DEFICIT, beginning of period		5,356,115		2,934,631		—
ACCUMULATED DEFICIT, end of period	$	5,725,790	$	3,214,750	$	5,725,790
Basic and diluted loss per share	$	0.00	$	0.00
Weighted average number of common shares		104,545,643		80,787,273

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

-3-

NORTHWESTERN MINERAL VENTURES INC.

(AN EXPLORATION STAGE COMPANY)

Consolidated Statements of Cash Flows

(Expressed in Canadian Dollars)

(Unaudited)

For the three months ended March 31,	2007		2006		Cumulative from inception to March 31, 2007
Cash provided by (used in)
OPERATING ACTIVITIES
Net loss for the period and from inception	$	(369,675)	$	(280,119)	$	(5,725,790)
Stock based compensation expense (Note 6)		56,318		400,912		2,120,113
Future income tax recovery		—		(368,856)		(414,056)
Amortization		1,427		503		7,699
Exploration properties and deferred exploration expenditures written-off		—		—		810,941
Changes in non-cash working capital items
Amounts receivable and prepaid expenses		(50,575)		33,900		(168,648)
Accounts payable and accrued liabilities		(92,385)		(44,131)		97,761
		(454,890)		(257,791)		(3,271,980)
FINANCING ACTIVITIES
Issue of common shares, net of issue costs		—		(9,985)		16,757,758
Issue of warrants		—		—		4,362,275
Exercise of warrants		—		543,363		953,851
Exercise of options		—		43,200		330,700
Issue of special warrants, net of issue costs		—		—		195,409
		—		576,578		22,599,993
INVESTING ACTIVITIES
Fixed asset purchases		(10,537)		—		(176,781)
Interest in exploration properties and deferred exploration		(724,711)		(692,828)		(5,608,963)
Redemption of short term investment		9,250,000		—		—
		8,514,752		(692,828)		(5,785,744)
Increase in cash		8,059,862		(374,041)		13,542,269
Cash, beginning of period		5,482,407		1,681,524		—
Cash, end of period	$	13,542,269	$	1,307,483	$	13,542,269

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

-4-

NORTHWESTERN MINERAL VENTURES INC.

(AN EXPLORATION STAGE COMPANY)

Consolidated Statements of Shareholders’ Equity

(Expressed in Canadian Dollars)

(Unaudited)

From Commencement of Operations (September 26, 2003) to March 31, 2007

	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

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

-5-

NORTHWESTERN MINERAL VENTURES INC.

(AN EXPLORATION STAGE COMPANY)

Consolidated Statements of Shareholders’ Equity (Continued)

(Expressed in Canadian Dollars)

(Unaudited)

From Commencement of Operations (September 26, 2003) to March 31, 2007

	Common shares		Special Warrants	Warrants	Contributed Surplus	Accumulated Deficit	Total
	#	$	$	$	$	$	$
Balance, December 31, 2005	80,226,090	4,329,779	—	417,084	873,651	(2,934,631)	2,685,883
Private placement, net of issue costs	21,144,027	12,555,474	—	3,982,884	—	—	16,538,358
Exercise of stock options	920,000	476,800	—	—	(203,600)	—	273,200
Flow through tax effect on date of renunciation	—	(295,085)	—	(73,771)	—	—	(368,856)
Stock based compensation	—	—	—	—	1,197,663	—	1,197,663
Shares issued for interest in exploration properties and deferred exploration expenditures	640,000	469,600	—	—	—	—	469,600
Exercise of warrants	1,559,636	941,458	—	(208,482)	—	—	732,976
Expired warrants	—	—	—	(167,733)	167,733	—	—
Loss for the year	—	—	—	—	—	(2,421,484)	(2,421,484)
Balance, December 31, 2006	104,489,753	18,478,026	—	3,949,982	2,035,447	(5,356,115)	19,107,340
Shares issued for interest in exploration properties and deferred exploration expenditures (Note 4(a))	100,000	75,000	—	—	—	—	75,000
Stock-based compensation (Note 6)	—	—	—	—	56,318	—	56,318
Loss for the period	—	—	—	—	—	(369,675)	(369,675)
Balance, March 31, 2007	104,589,753	18,553,026	—	3,949,982	2,091,765	(5,725,790)	18,868,983

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

-6-

NORTHWESTERN MINERAL VENTURES INC.

(AN EXPLORATION STAGE COMPANY)

Consolidated Statements of Shareholders’ Equity (Continued)

(Expressed in Canadian Dollars)

(Unaudited)

Three months ended March 31, 2006

	Common shares		Special Warrants	Warrants	Contributed Surplus	Accumulated Deficit	Total
	#	$	$	$	$	$	$
Balance, December 31, 2005	80,226,090	4,329,779	—	417,084	873,651	(2,934,631)	2,685,883
Exercise of stock options	120,000	70,800	—	—	(27,600)	—	43,200
Cost of issue	—	(9,985)	—	—	—	—	(9,985)
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

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

-7-

NORTHWESTERN MINERAL VENTURES INC.

(AN EXPLORATION STAGE COMPANY)

Consolidated Statements of Interest in Exploration Properties and Deferred Exploration

Expenditures

(Expressed in Canadian Dollars)

(Unaudited)

For the three months ended March 31,	2007		2006		Cumulative from inception to March 31, 2007
Picachos Project, Mexico
Opening balance	$	1,260,664	$	750,906	$	—
Geological, reports and maps		119		—		201,664
Labour		—		—		8,830
Earthwork and roads		1,923		—		7,940
Line and grid cutting		—		—		15,121
Geophysics		43,669		—		131,425
Camp costs		1,947		—		29,089
Transportation		—		—		6,386
Management fees		—		—		8,965
Professional fees		—		—		12,139
Drilling		—		—		5,690
Option payments		—		—		517,904
Staking		—		—		15,926
General		18,946		1,022		48,156
Analysis and assaying		—		—		127,346
Exploration advance		—		37,206		297,739
Interest income		(17,507)		(2,965)		(124,559)
Activity during the period		49,097		35,263		1,309,761
Closing balance	$	1,309,761	$	786,169	$	1,309,761
Waterbury Project, Canada
Opening balance	$	939,967	$	169,747	$	—
Assays		—		—		5,464
Geological, reports and maps		810		—		82,104
Drilling		—		125,000		221,912
Geophysics		810		231,849		329,806
Labour		—		—		69,500
Professional fees		—		—		10,799
Management fees		—		43,355		73,478
Operating costs		—		—		118,846
Option payment		25,000		—		197,050
Administration		150		—		150
Government assistance		(3,378)		—		(47,914)
Interest income		(6,149)		(2,965)		(103,985)
Activity during the period		17,243		397,239		957,210
Closing balance	$	957,210	$	566,986	$	957,210

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

-8-

NORTHWESTERN MINERAL VENTURES INC.

(AN EXPLORATION STAGE COMPANY)

Consolidated Statements of Interest in Exploration Properties and Deferred Exploration

Expenditures

(Expressed in Canadian Dollars)

(Unaudited)

For the three months ended March 31,	2007		2006		Cumulative from inception to March 31, 2007
Fire Fly Project, United States
Opening balance	$	—	$	114,697	$	—
Geological, reports and maps		—		3,506		34,692
Professional fees		—		—		8,173
Option payment		—		—		58,485
Exploration advance		—		—		7,500
Consulting		—		10,295		23,707
Claim staking		—		—		22,238
Field expenses		—		—		1,659
Geotechnician		—		—		8,588
General		—		2,916		8,102
Travel and accommodation		—		4,047		4,691
Rentals		—		—		4,586
Interest income		—		(2,965)		(19,175)
Activity during the period		—		17,799		163,246
Write-off of Fire Fly Project		—		—		(163,246)
Closing balance	$	—	$	132,496	$	—
Irhazer and In Gall Projects, Niger
Opening balance	$	1,097,599	$	40,351	$	—
Project administration costs		42,786		81,168		367,965
Acquisition costs		—		213,818		223,848
Camp costs		6,846		—		13,452
Environmental		54,056		—		150,572
Geological		9,852		—		27,100
Geophysical		173,973		—		272,955
Line and grid cutting		9,235		—		13,625
Surveys		—		—		422,666
Interest income		(78,009)		(2,963)		(175,845)
Activity during the period		218,739		292,023		1,316,338
Closing balance	$	1,316,338	$	332,374	$	1,316,338

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

-9-

NORTHWESTERN MINERAL VENTURES INC.

(AN EXPLORATION STAGE COMPANY)

Consolidated Statements of Interest in Exploration Properties and Deferred Exploration

Expenditures

(Expressed in Canadian Dollars)

(Unaudited)

For the three months ended March 31,	2007		2006		Cumulative from inception to March 31, 2007
North Rae Uranium Project, Canada
Opening balance	$	889,200	$	—	$	—
Acquisition costs		80,000		—		80,000
Geophysical		3,360		—		15,162
Environmental		—		—		—
Exploration		—		—		716,190
Staking		—		—		81,950
Acquisition costs		—		51,623		97,084
Professional fees		1,658		—		58,464
Administration		5,104		—		9,127
Interest income		(23,691)		—		(102,346)
Activity during the period		66,431		51,623		955,631
Closing balance	$	955,631	$	51,623	$	955,631
Daniel Lake Uranium Project, Canada (Note 4(a))
Opening balance	$	—	$	—	$	—
Staking		37,044		—		37,044
Professional fees		2,285		—		2,285
Acquisition costs		75,000		—		75,000
Geophysical		400		—		400
Interest income		(30,160)		—		(30,160)
Activity during the period		84,569		—		84,569
Closing balance	$	84,569	$	—	$	84,569
TOTAL	$	4,623,509	$	1,869,648	$	4,623,509

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

-10-

NORTHWESTERN MINERAL VENTURES INC.

(AN EXPLORATION STAGE COMPANY)

Notes to Consolidated Financial Statements

(Expressed in Canadian Dollars)

(Unaudited)

Three months ended March 31, 2007

1. NATURE OF OPERATIONS

Northwestern Mineral Ventures Inc. (the “Company” or “Northwestern”) 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 mining properties with a focus on uranium. Currently it has interests in Canada, Mexico and Niger. 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. 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 and 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 exploration properties 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 March 31, 2007 the Company had cash of $13,542,269 and working capital of $13,420,037. Management of the Company believes that it has sufficient funds to pay its ongoing administrative expenses and to meet its liabilities for the ensuing period as they fall due.

2. BASIS OF PRESENTATION AND 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 considered necessary for a fair presentation have been included. Operating results for the three month period ended March 31, 2007 may not necessarily be indicative of the results that may be expected for the year ended December 31, 2007.

The consolidated balance sheet at December 31, 2006 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 annual audited consolidated financial statements for the year ended December 31, 2006, except as noted below. For further information, refer to the audited consolidated financial statements and notes thereto for the year ended December 31, 2006.

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NORTHWESTERN MINERAL VENTURES INC.

(AN EXPLORATION STAGE COMPANY)

Notes to Consolidated Financial Statements

(Expressed in Canadian Dollars)

(Unaudited)

Three months ended March 31, 2007

2. BASIS OF PRESENTATION AND ACCOUNTING POLICIES (Continued)

Financial instruments, comprehensive income (loss) and hedges

In January 2005, the Canadian Institute of Chartered Accountants (“CICA”) issued Handbook Sections 3855, “Financial Instruments – Recognition and Measurement”, 1530, “Comprehensive Income”, and 3865, “Hedges”. These new standards are effective for interim and annual financial statements relating to fiscal years commencing on or after October 1, 2006 on a prospective basis; accordingly, comparative amounts for prior periods have not been restated. The Company has adopted these new standards effective January 1, 2007.

(a) Financial instruments - recognition and measurement

Section 3855 prescribes when a financial instrument is to be recognized on the balance sheet and at what amount. It also specifies how financial instrument gains and losses are to be presented. This Section requires that:

• All financial assets be measured at fair value on initial recognition and certain financial assets to be measured at fair value subsequent to initial recognition;

• All financial liabilities be measured at fair value if they are classified as held for trading purposes. Other financial liabilities are measured at amortized cost using the effective interest method; and

• All derivative financial instruments be measured at fair value on the balance sheet, even when they are part of an effective hedging relationship.

(b) Comprehensive income (loss)

Section 1530 introduces a new requirement to temporarily present certain gains and losses from changes in fair value outside net income. It includes unrealized gains and losses, such as: changes in the currency translation adjustment relating to self-sustaining foreign operations; unrealized gains or losses on available-for-sale investments; and the effective portion of gains or losses on derivatives designated as cash flow hedges or hedges of the net investment in self-sustaining foreign operations.

(c) Hedges

Section 3865 provides alternative treatments to Section 3855 for entities which choose to designate qualifying transactions as hedges for accounting purposes. It replaces and expands on Accounting Guideline 13 “Hedging Relationships”, and the hedging guidance in Section 1650 “Foreign Currency Translation” by specifying how hedge accounting is applied and what disclosures are necessary when it is applied.

(d) Impact upon adoption of Sections 1530, 3855 and 3865

Under adoption of these new standards, the Company designated its cash as held-for-trading, which is measured at fair value. Amounts receivable is classified as loans and receivables, which are measured at amortized cost. Accounts payable and accrued liabilities are classified as other financial liabilities, which are measured at amortized cost.

The adoption of these Handbook Sections had no impact on opening deficit.

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NORTHWESTERN MINERAL VENTURES INC.
(AN EXPLORATION STAGE COMPANY)
Notes to Consolidated Financial Statements
(Expressed in Canadian Dollars)
(Unaudited)
Three months ended March 31, 2007

2. BASIS OF PRESENTATION AND ACCOUNTING POLICIES (Continued)

Future accounting changes

Capital Disclosures and Financial Instruments – Disclosures and Presentation

On December 1, 2006, the CICA issued three new accounting standards: Handbook Section 1535, Capital Disclosures, Handbook Section 3862, Financial Instruments – Disclosures, and Handbook Section 3863, Financial Instruments – Presentation. These standards are effective for interim and annual financial statements for the Company’s reporting period beginning on January 1, 2008.

Section 1535 specifies the disclosure of (i) an entity’s objectives, policies and processes for managing capital; (ii) quantitative data about what the entity regards as capital; (iii) whether the entity has complied with any capital requirements; and (iv) if it has not complied, the consequences of such non-compliance.

The new Sections 3862 and 3863 replace Handbook Section 3861, Financial Instruments — Disclosure and Presentation, revising and enhancing its disclosure requirements, and carrying forward unchanged its presentation requirements. These new sections place increased emphasis on disclosures about the nature and extent of risks arising from financial instruments and how the entity manages those risks.

The Company is currently assessing the impact of these new accounting standards on its consolidated financial statements.

3. FIXED ASSETS

	Cost		Accumulated Depreciation		Net Carrying Value March 31, 2007		Cost		Accumulated Amortization		Net Carrying Value December 31, 2006
Computer equipment	$	38,654	$	8,374	$	30,280	$	34,120	$	6,413	$	27,707
Furniture and fixtures		11,598		1,076		10,522		11,598		585		11,013
Leasehold improvements		1,283		170		1,113		1,283		106		1,177
Field equipment		46,594		1,738		44,856		40,591		994		39,597
Vehicle		78,652		36,408		42,244		78,652		14,927		63,725
	$	176,781	$	47,766	$	129,015	$	166,244	$	23,025	$	143,219

4. INTEREST IN EXPLORATION PROPERTIES AND DEFERRED EXPLORATION EXPENDITURES

On a quarterly basis, management of the Company review exploration costs to ensure deferred expenditures included only costs and projects that are eligible for capitalization. Specific changes to mineral properties that occurred from January 1, 2007 to March 31, 2007 are as follows:

a) Daniel Lake Uranium Project

On January 24, 2007, the Company entered into a definitive option agreement with Azimut Exploration Inc. (“Azimut”) to expand their uranium project in the Ungava Bay region of northern Quebec. Under the terms of the agreement, Northwestern will acquire controlling interest in a second property that is contiguous with its North Rae Uranium Project disclosed in Note 4(f) of the December 31, 2006 audited consolidated financial statements. This new property, Daniel Lake Uranium Project, consists of an additional two blocks representing 862 claims with a total area of 390.3Km² or 96,445 acres (39,030 hectares).

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NORTHWESTERN MINERAL VENTURES INC.

(AN EXPLORATION STAGE COMPANY)

Notes to Consolidated Financial Statements

(Expressed in Canadian Dollars)

(Unaudited)

Three months ended March 31, 2007

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

a) Daniel Lake Uranium Project (Continued)

Under the terms of the definitive option agreement, Northwestern will pay $230,000 in cash installments over a four-year period and issue 200,000 common shares (100,000 issued and valued at $75,000). An initial payment of $50,000 is due within 15 days of the option agreement and $30,000 is payable upon the first anniversary of the option agreement. Northwestern will also spend a total of $2.6 million in exploration expenditures on the property in tranches over five years, of which the Company has committed to incur expenditures of $300,000 during the first year of the agreement to earn an initial 50% interest in the project from Azimut, at which stage Azimut would retain a 2% yellow cake royalty. Shares will be issued in two stages with 100,000 common shares to be issued upon the first anniversary of the option agreement (subject in each case to TSX Venture Exchange approval). Shares are subject to all required regulatory hold periods. Northwestern can subsequently increase its ownership to 65% by issuing an additional 100,000 common shares and paying an additional $150,000 in cash over an additional five years. To earn its 65% interest, Northwestern must also incur a minimum additional $1.0 million in exploration expenditures over five years and produce a bankable feasibility study during the five-year period, subject to extension in certain circumstances. In the event Northwestern does not elect to increase its interest in the property up to 65% once it has fully exercised its 50% option, it shall pay Azimut a final cash payment of $100,000.

b) Waterbury Property Agreement

On March 30, 2007, the option agreement with CanAlaska described in Note 4(c) of the December 31, 2006 audited consolidated financial statements was amended. The new terms require the Company to make a cash payment of $25,000 (paid March 30, 2007) instead of $50,000 by April 1, 2007 and $75,000 instead of $50,000 by April 1, 2008. The Northwestern shares that were to be issued to CanAlaska by April 1, 2007 can now be issued on or before April 1, 2008. The Company has agreed to commit to an additional $511,000 for the 2007 exploration program, resulting in a total exploration expenditure commitment of $1,200,000 on the property for 2007.

c) North Rae Uranium Project

The Company finalized the North Rae Option Agreement with Azimut on January 9, 2007 following a Letter of Intent dated March 2, 2006. Under the terms of the agreement, the Company can earn an initial 50% in the property by incurring $2.9 million in work expenditures, paying $210,000 cash and issuing 150,000 common shares over the next five years. Northwestern can subsequently increase its interest to 65% by making cash payments totaling $100,000, issuing 100,000 common shares, incurring $1,000,000 ($200,000/year) in work expenditures over the next five years and delivering a bankable feasibility study. Azimut retains a 2% yellow cake royalty.

On April 17, 2007, 50,000 common shares of the Company valued at $40,500, were issued to Azimut as per the letter of agreement described in Note 4(f) of the December 31, 2006 audited consolidated financial statements.

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NORTHWESTERN MINERAL VENTURES INC.

(AN EXPLORATION STAGE COMPANY)

Notes to Consolidated Financial Statements

(Expressed in Canadian Dollars)

(Unaudited)

Three months ended March 31, 2007

5. COMMON SHARE PURCHASE WARRANTS AND BROKER WARRANTS

The following table represents a continuity of warrants for the three months ended March 31, 2007:

Expiry Date	Exercise Price		January 1, 2007 Balance	Issued	Exercised	Expired	March 31, 2007 Balance	March 31, 2007 Fair Value ($)
Warrants
December 21, 2007	$	0.70	454,543	—	—	—	454,543	48,282
May 5, 2008	$	1.15	10,572,013	—	—	—	10,572,013	3,138,900
			11,026,556	—	—	—	11,026,556	3,187,182
Broker Warrants
November 5, 2007	$	1.15	1,480,082	—	—	—	1,480,082	762,800
			12,506,638	—	—	—	12,506,638	3,949,982

6. STOCK OPTIONS

The following table represents a continuity of stock options for the three months ended March 31, 2007:

	Number of Stock Options	Weighted Average Exercise Price $
Opening Balance	3,580,000	0.630
Options granted (1)	250,000	0.840
Ending Balance	3,830,000	0.644

(1) On January 1, 2007, the Company granted 250,000 incentive stock options to a consultant, pursuant to the Company’s Stock Option Plan, at an exercise price of $0.84 per share. The options are exercisable for a period of five years. The fair value of each option was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: dividend yield of 0%; expected volatility of 84.81%; risk-free interest rate of 3.90% and an expected average life of 3.5 years. The estimated value of $125,750 will be classified as stock based compensation and credited to contributed surplus as the options vest. The options vest over a two-year period. For the three months ended March 31, 2007, the impact on earnings was $32,747.

(2) During the period, $23,571 in stock based compensation from previously issued stock options were expensed.

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NORTHWESTERN MINERAL VENTURES INC.

(AN EXPLORATION STAGE COMPANY)

Notes to Consolidated Financial Statements

(Expressed in Canadian Dollars)

(Unaudited)

Three months ended March 31, 2007

6. STOCK OPTIONS (Continued)

As at March 31, 2007, 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 (Note 9(d))
80,000	80,000	0.47	August 2, 2008
1,900,000	1,900,000	0.75	October 14, 2010
650,000	650,000	0.68	May 25, 2011
250,000	62,500	0.44	September 6, 2011
100,000	25,000	0.40	September 20, 2011
250,000	—	0.84	January 1, 2012
3,830,000	3,317,500

7. RELATED PARTY TRANSACTIONS

For the three months ended March 31, 2007, the Company incurred $92,500 (March 31, 2006 - $53,500) for consulting and directors fees rendered by directors and 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, 2007 is $12,556 (March 31, 2006 - $8,145) owing to these related parties.

See Note 4(b) of the audited December 31, 2006 consolidated financial statements 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.

8. SEGMENTED INFORMATION

The Company’s principal operations are the acquisition, exploration and development of mineral properties. All exploration properties are situated in Canada, Mexico and Niger.

	March 31, 2007		December 31, 2006
Canada	$	16,410,318	$	16,992,448
Mexico		1,328,330		1,278,025
Niger		1,421,316		1,220,233
	$	19,159,964	$	19,490,706

Substantially all of the Company’s operating expenses are incurred in Canada.

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NORTHWESTERN MINERAL VENTURES INC.

(AN EXPLORATION STAGE COMPANY)

Notes to Consolidated Financial Statements

(Expressed in Canadian Dollars)

(Unaudited)

Three months ended March 31, 2007

9. SUBSEQUENT EVENTS

a) On April 17, 2007, Primoris Group Inc. have been granted an option to purchase an additional 200,000 shares of the Company at an exercise price of C$0.81 per share for a period of up to five years, expiring April 17, 2012. The options will vest in tranches over 12 months, with no more than 25% vesting in any single three-month period.

b) On April 30, 2007, 100,000 stock options have been granted to one of its officers, each such option entitling the holder thereof to acquire one common share of the Company at an exercise price of C$0.77. The options will vest in stages over two years and expire on April 30, 2012.

c) On May 8, 2007, 25,000 stock options have been granted to an employee, each such option entitling the holder thereof to acquire one common share of the Company at an exercise price of C$0.85. The options will vest in stages over two years and expire on May 8, 2012.

d) Subsequent to March 31, 2007, 600,000 options exercisable at $0.3375 per share were exercised.

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