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

i

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

iv

Table of Contents

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 these differences could affect the Company’s financial statements. On July 27, 2004 the Company completed a 2 for 1 stock split, pursuant to which each issued Share of the Company was subdivided into two Shares. On September 6, 2005, the Company completed an additional 2 for 1 stock split, pursuant to which each issued Share of the Company was subdivided into two Shares. The outstanding warrants and stock options were also sub-divided at the same ratio as the common shares. Shares and per Share amounts in this Annual Report and in the Selected Financial Data have been retroactively adjusted to reflect the stock splits.

¹

1

Table of Contents

			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.

2

Table of Contents

RISK FACTORS AFFECTING THE COMPANY

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

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

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

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

3

Table of Contents

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 raise the necessary funds on acceptable terms, or at all. If we do not raise these funds, investors could lose their investment. If we are able to raise these funds, it is likely that investors will experience dilution of their interests, which could result in a decrease in the value of their Shares.

Lack of Revenue Producing Operations.    Since inception, the Company has not generated any revenues from mining operations. As of December 31, 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 other things, undetected defects. In addition, the Company may be unable to operate its properties as permitted or to enforce its rights with respect to its properties.

The Value of our Mineral Properties is Dependent Upon Commodity Prices Which Can Fluctuate Widely.    The price of our Shares, our financial results and exploration, development and mining activities may in the future be significantly adversely affected by declines in the price of 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 political and economic conditions of major gold, uranium, copper or other mineral-producing countries throughout the world. Although the prices of gold, copper or other minerals have increased in recent years, and future price declines could cause continued development of and commercial production from the Company’s properties to be impracticable. Depending on the price of gold, copper, uranium or other minerals, cash flow from mining operations may not be sufficient and the Company could be forced to discontinue production and may lose its interest in, or may be forced to sell, some of its properties. Future production from the Company’s mining properties is dependent on gold and uranium or other mineral prices that are adequate to make these properties economic.

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

4

Table of Contents

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, including laws regulating the removal of natural resources from the ground and the discharge of materials into the environment. Mining operations are also subject to federal, provincial and local laws which seek to maintain health and safety standards by regulating the design and use of mining methods and equipment. Various permits from government bodies are required for mining operations to be conducted; no assurance can be given that such permits will be received. No assurance can be given that environmental standards imposed by federal, provincial or local authorities will not be changed with material adverse effect on the Company’s activities. Moreover, compliance with such laws may cause substantial delays and require capital outlays in excess of those anticipated, thus causing an adverse effect on the Company. Additionally, the Company may be subject to liability for pollution or other environmental damage which it may elect not to insure against due to prohibitive premium costs and other reasons.

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

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

Mexican Foreign Investment and Income Tax Laws apply to the Company.    Corporations in Mexico are taxed only by the Federal Government.  Mexico has a general system for taxing corporate income, ensuring that all of a corporation’s earnings are taxed only once, in the fiscal year in which profits are obtained.  There are two federal taxes in Mexico that apply to the Picachos Project; an asset tax and a corporate income tax.  Corporations have to pay a federal tax on assets at 1.8% of the average value of assets less certain liabilities.  Corporate income tax is credited against this tax.  Mexican corporate taxes are calculated based on gross revenue deductions for all refining and smelting charges, direct operating costs, and all head office general and administrative costs; and depreciation deductions.  In 2006 the corporate tax rate in Mexico was 29%. and is scheduled to be reduced to 28% in 2007.

5

Table of Contents

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

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

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

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

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

We 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

6

Table of Contents

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 anticipated that such potential conflicts will be dealt with in accordance with corporate and common law of the Province of Ontario, there can be no assurance any conflicts will be dealt with in a way that is best for the Company.

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

7

Table of Contents

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 market; and a broker-dealer must furnish its customers with monthly statements disclosing recent price information for all penny stocks held in the customers’ account and information on the limited market in penny stocks. Additional sales practice requirements are imposed on broker-dealers who sell penny stocks to persons other than established customers and accredited investors. For these types of transactions, the broker-dealer must make a special suitability determination for the purchaser and must have received the purchaser’s written consent to the transaction prior to sale. If our Shares become subject to these penny stock rules these disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the Shares, if such trading market should ever develop, of which there can be no assurance. Accordingly, this may result in a lack of liquidity in the Shares and you may be unable to sell your Shares on terms you consider reasonable.

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

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

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

8

Table of Contents

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 achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the actual results of exploration activities, the estimation or realization of mineral reserves and resources, capital expenditures, costs and timing of the development of new deposits, requirements for additional capital, future prices of 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.

9

Table of Contents

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 Company. 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.’’

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

10

Table of Contents

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 regulation. Reference is made to ‘‘Item. 3. Key Information. D. Risk Factors.’’

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

11

Table of Contents

Regulation of Mining Industry

Canada

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

As part of the permit or licensing requirements, 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

12

Table of Contents

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.

13

Table of Contents

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 Picachos 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.

14

Table of Contents

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.

15

Table of Contents

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 geological setting. Most of the mine workings were enlarged as a result of the interest of the early Spanish settlers.

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

16

Table of Contents

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.

17

Table of Contents

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 Resources 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

18

Table of Contents

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.

19

Table of Contents

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.

20

Table of Contents

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

21

Table of Contents

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.

22

Table of Contents

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.

23

Table of Contents

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.

24

Table of Contents

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.

25

Table of Contents

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.

26

Table of Contents

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.

27

Table of Contents

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

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.

28

Table of Contents

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).

29

Table of Contents

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.

30

Table of Contents

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.

31

Table of Contents

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

32

Table of Contents

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 Information. D. Risk Factors.’’]

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

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

D.    Trend Information.

Not Applicable.

E.    Off-Balance Sheet Arrangements.

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

F.    Tabular Disclosure of Contractual Obligations.

The Company’s contractual obligations are in connection with its following mining interests: (i) an option to acquire a 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.

33

Table of Contents

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.

34

Table of Contents

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 (Mineral Deposits Major) from the University of Ottawa and a Master of Science specializing in mineral deposits from the University of Toronto. He is a member of the Association of Professional Engineers of Saskatchewan and the Prospectors and Developers Association of Canada (PDAC). Mr. Kreczmer dedicates approximately 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 Limited.

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 outstanding.

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.

41

Table of Contents

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.

42

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)

43

Table of Contents

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.

44

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, winding-up, etc.), and (vii) a change of name.

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

45

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.

46

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,

47

Table of Contents

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

48

Table of Contents

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 purposes of the Canada-United States Income Tax Convention will generally not be subject to Canadian tax unless the value of the Shares at that time is derived principally from real property situated in Canada.

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

49

Table of Contents

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.

50

Table of Contents

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

51

Table of Contents

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. Reference is made to Annual Report on Form 20-F, for the year ended December 31, 2006, submitted to the Securities and Exchange on July 13, 2007, for exhibits Ex-3.J, Ex-3.K, Ex-3.L, Ex-3.M, Ex-3.N, Ex-3.O, Ex-4.A, Ex-4.B, Ex-4.C, Ex-12.1, Ex-12.2, Ex-13.1, Ex-13.2).

	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.

52

Table of Contents

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

	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

53

Table of Contents

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 20, 2007

54