NWT Uranium Corporation - Form 20-F/A - Filed by newsfilecorp.com

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

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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

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

NWT URANIUM CORPORATION
(Exact name of Registrant as specified in its charter)

70 York Street
Suite 1102
Toronto, Ontario M5J 1S9
(Address of principal executive offices)

Raphael Danon, (416)504-3978, rdanon@nwturanium.com, 70 York Street, Suite 1102, Toronto, Ontario M5J 1S9
Telephone, E-Mail and/or Facsimile number and Address of Company Contact Person)

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

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.

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

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 [X]

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 [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [ ] No [X]

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 [X]

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

If “Other” has been check in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
[ ] Item 17 [X] 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 [X]

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes [ ] No [ ]

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 2004-2008 and for the period January 1, 2009 through June 30, 2009.

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 6, 2009, one Canadian dollar, as quoted by Reuters and other sources at 4 P.M. Eastern Time for New York foreign exchange selling rates (for bank transactions of at least $1,000,000), equaled $.8628 in U.S. dollars. (Source: The Wall Street Journal)

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, 2009. The audited consolidated 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 14 to the audited consolidated financial statements for the period ended December 31, 2008, which is contained below in “Item 18. Financial Statements.” Note 14 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 23, 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.

For the year ended December 31, 2007 the Company restated its financial statements, as described in Note 17 to the Company’s audited financial statements for the year ended December 31, 2008, reported on by MSCM LLP, Chartered Accountants. Based upon a revaluation of the nature of the relationship between the Company and Niger Uranium, the Company determined that it never exerted significant influence over Niger Uranium. As a result of this determination, Management determined that accounting for the Company’s investment in Niger Uranium under the equity method was not appropriate in 2007. Consequently, the investment was reclassified as an available-for-sale financial instrument recorded initially at fair value with changes in fair value reflected through other comprehensive income until the investment is derecognized or impaired. The effect of this restatement as at December 31, 2007 and for the year ended December 31, 2007 has been to increase the carrying value of the investment by $1,084,666, increase net comprehensive income and accumulated other comprehensive income by $770,112, and increase future income tax liability by $314,553. Accordingly, the figures in the tables below for 2007 are the restated figures.

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, 2008, December 31, 2007, December 31, 2006, December 31, 2005, and December 31, 2004:

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 Properties we may Acquire in the Future 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. None of the properties we owned interests in contained a known commercially mineable mineral deposit. We believe that the probability of our reaching the development stage on any properties we may acquire in the future 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 a property into production, 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 May Need to Raise Substantial Funding in Order to Carry Out Our Activities.

Generally, the acquisition, exploration and development of a mining property requires substantial financial obligations. The Company may be required in the future to raise substantial funds to maintain its existing property interest, and 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 that the Company would require substantial funds to place such property into production. However, there can be no assurance we would be able to raise the necessary funds on acceptable terms, or at all. If we are unable to 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. 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.”

Since inception, the Company has not generated any revenues from mining operations. 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.

Because We Have Terminated our Options on the North Rae and Daniel Lake Uranium Prospects in Quebec, and let our Option Lapse on the Picachos Project, Our only Mining Interest is our Recently Acquired Right to Explore the Quang Tri Copper Property in Vietnam.

In July 2009 the Company terminated its options from Azimut Exploration (“AZIMUT”) to acquire a 65% interest in the North Rae and Daniel Lake uranium prospects in Quebec. Since 2007 the Company has devoted most of its time and resources on the acquisition and exploration of these properties. During the third quarter of 2009 Management did not believe that spending $2,000,000 on exploration of the Picachos Project in Mexico, so it let its option lapse, writing off the mineral property and deferred exploration costs of the property. At this time, the Company’s only mining interest is its recently acquired right to explore the Quang Tri Copper Property in Vietnam.

We Have Not Adopted a Code of Ethics Which May Increase the Possibility of the Company’s Executive Officers and Directors Engaging in Activities that are not in the Best Interests of the Company or its Shareholders.

SEC rules requires disclosure of whether the Company has adopted a Code of Ethics. Code of Ethics means written standards that are reasonably designed to deter wrongdoing and promote (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, (ii) full, fair, accurate, timely and understandable disclosure in reports the Company files with, or submits to, the SEC, and in other public communications made by the Company, (iii) compliance with applicable governmental laws, rules, and regulations, (iv) the prompt internal reporting of violations of the Code to the appropriate persons identified in the Code, and (v) accountability for adherence to the Code. The Company’s failure to adopt a Code of Ethics makes it less likely that the activities the Code are designed to promote will occur, resulting in harm to the Company and its shareholders.

The Value of Any Mineral Properties We May Acquire in the Future is Dependent

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, future price declines could cause continued development of and commercial production 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 that it may acquire in the future. Future production from 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 reserve estimates and a company’s financial condition, declining commodity prices can impact operations by requiring a reassessment of the feasibility of a particular project. Such a reassessment may be the result of a management decision or may be required under financing arrangements related to a particular project. Even if the project is ultimately determined to be economically viable, the need to conduct such a reassessment may cause substantial delays or may interrupt operations until the reassessment can be completed.

All of our current activities are devoted towards the investigation of acquiring mining properties in the future, of which there can be no assurance. In the event we acquire interests in mining properties, 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 resulting material adverse effects 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 liable for pollution or other environmental damage which it may elect not to insure against due to prohibitive premium costs and other reasons.

The Company is currently devoting most of its activities towards investigating the possibility of acquiring mining interests in Vietnam and it has recently been granted the right to explore the Quang Tri Copper Property located in Central Vietnam. The Company’s mining investments in Vietnam will be 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 nongovernmental 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 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.

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.

The Executive in Charge of Our Administrative Affairs does not Work Full-Time For Us

Effective July 31, 2008, Marek Kreczmer, our Chief Executive Officer, President, and Chairman of the Board of Directors, and Mr. William Thomas, the Company’s Chief Financial Officer resigned their positions with the Company. In June 2008 John Lynch, a director of the Company, was appointed its President and Chief Executive Officer, and in July 2008 Raphael Danon was appointed its Chief Financial Officer. Mr. Danon, who is responsible for overseeing most of the Company’s administrative affairs, does not work full-time for the Company, spending approximately 65% of his time on the Company’s affairs.

The lack of full-time management could adversely affect the Company. The Company has an interest in a mining property in Canada and is actively attempting to acquire interests in mining prospects in Vietnam. Additionally, the Company is a public company, subject to the reporting obligations of two jurisdictions – Canada and the United States. Recent changes in Canadian legislation, along with the changes in the United States, resulting from the Sarbanes-Oxley Act of 2002, have greatly increased the amount of time senior management must spend on corporate governance issues, as well as other issues. Because he is not a full-time employee, Mr. Danon may be unable to devote the necessary time to the Company’s affairs.

To provide it with advice on mining matters for any properties it may acquire, the Company intends to hire technical mining consultants. However, in the event the Company is unable to hire experienced mining consultants, the Company’s ability to pursue its business plan as a mining exploration company could be adversely affected.

It may be necessary for the Company to raise substantial funds, over the near and long term, to maintain existing property interests, acquire, explore, and if warranted, develop mineral properties. The absence of management experienced in mining could make it more difficult to raise the required funds, as investors may be reluctant to invest in such a company.

We May Not Have Enough Shares Available Under Our Stock Option Plan to Attract High Quality Employees

Under our stock option plan we are allowed to grant options for up to ten percent of our outstanding Shares. At July 15, 2009 the Company had 126,131,342 Shares outstanding Shares; accordingly, we were allowed to issue options to acquire 12,613,134 Shares. At July 15, 2009 the Company had options to acquire 12,000,000 Shares outstanding, leaving only 613,134 Shares available for stock option grants. Generally, for companies the size of and stage of development as the Company, stock options are a very important part of executives’ and key employees’ compensation packages. If the Company is unable to offer adequate stock options to potential employees, it may be difficult to attract high quality employees, thereby adversely affecting the Company.

The enforcement by investors of civil liabilities under the United States federal securities laws may be adversely affected by the fact that all of our officers and directors are neither citizens nor residents of the United States. There can be no assurance that (a) U.S. stockholders will be able to effect service of process within the United States upon such persons, (b) U.S. stockholders will be able to enforce, in United States courts, judgments against such persons obtained in such courts predicated upon the civil liability provisions of United States federal securities laws, (c) appropriate foreign courts would enforce judgments of United States courts obtained in actions against such persons predicated upon the civil liability provisions of the federal securities laws, and (d) the appropriate foreign courts would enforce, in original actions, liabilities against such persons predicated solely upon the United States federal securities laws.

Prices for 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 gold and uranium 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 or uranium will be high enough so that our properties, assuming that we ever discover substantial quantities of ore, 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.

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.

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.

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.

The Company was incorporated under the laws of the Province of Ontario, Canada on September 26, 2003 under the name Northwestern Mineral Ventures Inc. On August 3, 2007 it changed its name to NWT Uranium Corp.

The principal business office and registered and records office of the Company are located at 70 York Street, Suite 1102, Ontario, M5J 1S9 Canada. Its telephone number is (416) 504-3978. The Company does not have an agent in the United States.

Safe Harbor Statement under the United States Private Securities Litigation Reform Act of 1995: Except for the statements of historical fact contained herein, the information presented constitutes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “believes”, or variation of such words and phrases that refer to certain actions, events or results to be taken, occur or achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the actual results of exploration activities, the estimation or realization of mineral reserves and resources, capital expenditures, costs and timing of the development of new deposits, requirements for additional capital, future prices of gold or uranium, 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.

The Company was founded on September 26, 2003 to explore for precious and base metals and uranium. The Company is not engaged in any mining operations, and there can be no assurance it will ever engage in mining operations. At the present time, its only interests are (i) a 35.13% of interest in Niger Uranium Limited, a corporation with interests in eight uranium prospects in the Republic of Niger, Africa, (ii) 9.39% interest in Azimut Exploration Inc., and (iii) ownership of 7,500,000 common shares of NWM Mining Corp. (“NWM”), a Canadian company with interests in Mexico. The Company did not incurred the required exploration expenditures to maintain its option on the Picachos Project in Mexico, so its option was terminated and the Company wrote off its entire interest in the property

In addition, in December 2008 the Company entered into an agreement with Chroma International, pursuant to which Chroma was to provide the Company with consulting services in the discovery, acquisition of rights, and the exploitation of mineral resource properties in Vietnam. On February 16, 2010 the Company announced that it had been granted approval the Peoples Committee of Quang Tri Province to conduct a preliminary survey and exploration work on the highly prospective Quang Tri Copper Property located in Central Vietnam.

Last year, on July 5, 2008 the Company entered into an agreement with Azimut Exploration Inc. (“Azimut”) to terminate its options on the North Rae and Daniel Lake properties in exchange for Azimut agreeing to pay it $4,000,000 and issuing the Company 1,100,000 of Azimut’s common shares by October 3, 2008. These deadlines were subsequently extended to December 31, 2008. However, Azimut did not fulfill these conditions and the termination agreement expired. Accordingly, the Company’s options on the North Rae and Daniel Lake properties remained in effect. However, on or about July 27, 2009, pursuant to an agreement dated July 9, 2009, the Company terminated its options on the North Rae and Daniel Lake properties in exchange for Azimut issuing the Company 1,800,000 of its common shares; the Azimut shares are subject to a nine month holding period. During this nine month period the Company has the preemptive right to participate in any private placements of Azimut’s shares, in order to enable the Company to maintain its proportionate equity interest of 9.4% of Azimut’s outstanding shares. In addition, Azimut agreed to pay the Company $1,000,000 upon the earlier of (i) the commencement of full commercial production of uranium from the North Lake and Daniel Lake properties, or (ii) Azimut concluding an outright sale of all or portion of its interests in the North Rae and Daniel Lake properties to a third party. Reference is made to “Item 4. Property, Plants and Equipment.” for a description of the Company’s interests in the North Rae and Daniel Lake properties and the termination agreement of these options.

In December 2007 the Company had received notices of default from Azimut Exploration Inc. (“Azimut”) regarding the North Rae and Daniel Lake properties the Company has optioned from Azimut. Azimut claimed in the notices that the Company had defaulted in its obligations to conduct exploration of these properties. The Company denied that it was in default, and provided Azimut of evidence of the work it had conducted on the properties. On February 12, 2008 the Company announced that Azimut had accepted that the defaults had been cured and that the Company’s options were in good standing.

In July 2007 the Company entered into an agreement with UraMin Inc. (“UraMin”) to explore for and develop, if warranted, eight uranium properties in Niger. Pursuant to the agreement a new corporation was formed named Niger Uranium Limited (“Niger Uranium”). Niger Uranium is incorporated under the laws of the British Virgin Islands.

Under the terms of the agreement with UraMin, the Company contributed to Niger Uranium, its two uranium prospects, the Irhazer and In Gall concessions, while UraMin contributed six properties. The Company received (i) a 50% equity interest in Niger Uranium, (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 Niger Uranium, UraMin contributed $15,000,000 U.S. to Niger Uranium to receive a 50% interest. UraMin retained a 3% net smelter royalty on the production of uranium and any other ores and/or minerals produced from the six properties it contributed to Niger Uranium. Reference is made to “Item 4. Information on the Company. D. Property, Plants and Equipment. B. Interest In Niger Uranium Limited.”

In December 2007 the Company announced that it had entered into an agreement with Nu-Mex Uranium Corp. (“Nu-Mex”) pursuant to which Nu-Mex would acquire 100% of the Company’s outstanding shares. The acquisition was to be completed pursuant to a court-approved plan of arrangement whereby each of the Company’s outstanding Shares would be exchanged for 0.40 of the Nu-Mex’s common shares. However, on February 13, 2008 the Company announced that as a result of market conditions it and Nu-Mex agreed that the proposed transaction would not go forward.

On June 2, 2008, the Company announced the resignations of Marek Kreczmer, Chief Executive Officer, President, and Chairman of the Board of Directors, and Mr. William Thomas, the Company’s Chief Financial Officer. On June 16, 2008, the Company announced that John Lynch, a director of the Company, had been appointed its President and Chief Executive Officer. In July 2008 the Company announced the appointment of Raphael Danon as its Chief Financial Officer. Messrs. Kreczmer and Thomas were the Company’s only full-time employees; Messrs. Lynch and Danon do not work full-time for the Company, spending approximately 95% and 65 %, respectively, of their time on the Company’s affairs. Mr. Kreczmer resignations as the Company’s Chief Executive Officer, President, and Chairman of the Board of Directors became effective on July 31, 2008.

There can be no assurance that a commercially mineable mineral deposit exists on any of the Company’s properties.

In December 2008 the Company entered into an agreement with Chroma International (“Chroma”) pursuant to which Chroma would provide the Company with consulting services in the discovery, acquisition, and exploitation of mineral resources properties in Vietnam.

Under the terms of the agreement the Company was required to pay Chroma a total of U.S. $980,000, payable in a lump sum, at the beginning of the contract, which amount has been paid.

The agreement with Chroma is for one year, to be renewed automatically. The compensation for subsequent years will be negotiated at such time.

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

Things that will be analyzed by us in making a determination of whether we have a deposit which can be feasibly mined at a profit include:

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

^{__________________________________
1} Based upon the Average Spot Price of Gold, London PM fix.

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

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.”

The Company in no longer directly involved in exploration activities in Canada. However, it has a 9.39% interest in Azimut Exploration Inc., a corporation with uranium prospects in Quebec.

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 of 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 in no longer directly involved in exploration activities in the Republic of Niger. However, it has a 35.13% interest in Niger Uranium Limited, a corporation with eight uranium prospects in the 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 three times for five-year periods, while a ‘large mine’ permit lasts for 20 years initially, renewable two times per period of ten 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.

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 shareholders 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 Euro 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.

The Company owns a 35.13% of interest in Niger Uranium Limited, a corporation with interests in eight uranium prospects in the Republic of Niger, Africa, as well as interests in other companies.

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. 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 was 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 was 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:

The Company’s concessions provided it with the right to dispose of any minerals obtained during exploration and test work, and also conferred 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.

Under the terms of the agreement with UraMin the Company contributed to Niger Uranium its two uranium prospects, the Irhazer and In Gall concessions, while UraMin contributed six properties. The Company received (i) a 50% equity interest in Niger Uranium, (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 Niger Uranium, UraMin contributed U.S.$15,000,000 to Niger Uranium to receive a 50% interest. The $4,800,000 was used by the Company to cover Canadian taxes payable upon transferring its two properties to Niger Uranium. UraMin retained a 3% net smelter royalty on the production of uranium and any other ores and /or minerals produced from the six properties it contributed to Niger Uranium.

These six adjacent concessions 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, Niger Uranium’s eight properties cover a total of 1,673,644 acres (6,773 square kilometers).

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

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

Niger Uranium has the right to reduce the net smelter royalty due to the Company as follows:

In August 22, 2007 Mr. Marek Kreczmer, the Company’s President and Chief Executive Officer at the time, was appointed Niger Uranium’s Managing Director and Chief Executive Officer and to its Board of Directors. On January 5, 2008 Mr. Kreczmer resigned as Niger Uranium’s Chief Executive Officer, and on June 6, 2008 he resigned from the board of directors. Mr. Ian Stalker, who had been UraMin’s CEO, was appointed its Executive Deputy Chairman. Mr. Neil Herbert, UraMin’s Finance Director, was appointed to Niger Uranium’s board of directors. Mr. Wayne Beach, a former director of the Company, and Mr. John Lynch, a director of the Company at the time and recently appointed Chief Executive Officer of the Company, were appointed non-executive directors of Niger Uranium. Mr. Beach resigned from Niger Uranium’s Board of Directors on February 11, 2009. Mr. Raphael Danon, the Company’s Chief Financial Officer, was appointed a non-executive director of Niger Uranium in May 2009. However, subsequent to the Company requesting a special shareholder meeting to vote on (i) the removal of Niger Uranium’s Chairman, David de Jongh Weill and his replacement with Wayne Isaacs, and (ii) the authorization of Niger Uranium’s board to take the necessary steps to seek the distribution by Kalahari Minerals Plc of not less than 90% of its shares in Extract Resources Limited, Niger Uranium’s board of directors removed Messrs. Lynch and Danon from its Board of Directors.

Mr. Marek Kreczmer signed a Service Agreement with Niger Uranium on August 22, 2007 pursuant to which he agreed to serve as Niger Uranium’s Chief Executive Officer for a salary of £1,000 per month. Under the Service Agreement Mr. Kreczmer was required to work no more than two days per month per quarter. In addition, Mr. Kreczmer was granted, in his capacity as a director of Niger Uranium, an option to acquire up to 1,037,400 shares of Niger Uranium, at a price of £0.50 per share. On January 5, 2008 Mr. Kreczmer resigned his position as Niger Uranium’s Chief Executive Officer and from the board of directors on June 6, 2008. In addition to the stock options granted by Niger Uranium to Mr. Kreczmer, John Lynch and Wayne Beach were each granted options to purchase 100,000 shares of Niger Uranium, at an exercise price of £0.50 per share.

On August 1, 2007 the Company announced that Niger Uranium had completed a private placement raising gross proceeds of $19,000,000 U.S. Niger Uranium issued 19,090,000 shares at a price of 50 pence per share, and paid cash commissions to its agent, Haywood Securities (UK) Ltd., as well as issuing 1,145,400 broker warrants, entitling the holders to purchase Niger Uranium’s shares, for two years, at a price of 50 pence per share. On September 12, 2007 Niger Uranium’s shares commenced trading on the AIM market in London, England.

At the conclusion of the private offering of its shares, Niger Uranium had 83,000,000 shares outstanding, with the Company owning 31,955,000 shares (38.5%) . In March 2008, Niger Uranium issued 17,000,000 of its shares in connection with the acquisition of a 17.5% interest in Kalahari Minerals PLC (“Kalahari”), an AIM listed corporation with assets in Namibia, diluting the Company’s ownership of Niger Uranium to approximately 32% of Niger Uranium’s 100,000,000 outstanding shares.

In April 2008 Niger Uranium purchased 4,421,000 ordinary shares of UrAmerica, a private company with uranium exploration projects in Argentina, Paraguay and Colombia. This purchase represented 20.89% of total issued shares of UrAmerica. In connection with this purchase Niger Uranium paid UrAmerica $2,500,000 U.S. and issued it 4,664,306 of its shares. Niger Uranium also received warrants to purchase 4,421,000 ordinary shares of UrAmerica at an exercise price of $1.639 per ordinary share. Following this transaction the Company owned 35.13% of Niger Uranium’s 104,664,306 outstanding shares.

On July 6, 2009 Niger Uranium announced that it had completed a private placement, selling 4,320,052 shares at a price of 21 pence per share, raising net proceeds of £911,411 (approximately U.S. $1,500,000). At the conclusion of this offering, Niger Uranium had 117,504,358 shares outstanding, with the Company owning 39,768,339 shares, approximately 33.8% of Niger Uranium outstanding shares.

Marek Kreczmer, formerly the Company’s Chief Executive Officer and President, had been Niger Uranium’s Chief Executive Officer from August 2007 to his resignation in January 2008. In addition, Mr. Kreczmer resigned from Niger Uranium’s board of directors in June 2008. John Lynch and Raphael Danon had been members of Niger Uranium’s Board of Directors, as non-executive directors. However, subsequent to the Company requesting a special shareholder meeting to vote on (i) the removal of Niger Uranium’s Chairman, David de Jongh Weill and his replacement with Wayne Isaacs, and (ii) the authorization of Niger Uranium’s board to take the necessary steps to seek the distribution by Kalahari Minerals Plc of not less than 90% of its shares in Extract Resources Limited, Niger Uranium’s board of directors removed Messrs. Lynch and Danon from its Board of Directors. Accordingly, at the present time, the Company does not have independently verified current information on Niger Uranium’s planned exploration activities, previous exploration activities, geology, results of recent exploration activities, and related information for Niger Uranium’s Niger properties.

To the best of the knowledge of Company’s management, there is no known commercially mineable mineral deposit on any of Niger Uranium’s uranium prospects.

Termination of Company’s Options on North Rae and Daniel Lake Uranium Properties, Northern Quebec, Canada

In January 2007 the Company entered into two option agreements with Azimut Exploration Inc. (“Azimut”) to acquire up to a 65% interest in two uranium projects in the Ungava Bay region of northern Quebec, Canada – the North Rae Uranium Project and the Daniel Lake Uranium Project. The North Rae Uranium Project consists of four blocks representing 1,853 claims with a total area of 204,108 acres. The Daniel Lake Property is contiguous to the North Rae Uranium Project, consisting of 972 claims covering 108,725 acres.

The Company fulfilled the conditions for acquiring an initial 50% interest in the North Rae Uranium Project by (i) making cash payments totaling $210,000 over five years, (ii) issuing Azimut a total of 150,000 Shares, and (iii) incurring a total of $2,900,000 in exploration expenditures.

Under the terms of the Daniel Lake Agreement the Company could have acquired an initial 50% interest, except for a Yellow Cake royalty, 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.

On July 5, 2008 the Company entered into an agreement with Azimut to terminate (“July 5, 2008 Termination Agreement”) its options on the North Rae Uranium Project and Daniel Lake Project. The termination of the two option agreements was conditional upon Azimut (i) paying the Company $4,000,000 by October 3, 2008 (deadline extended to December 31, 2008) and (ii) issuing the Company 1,100,000 of Azimut’s common shares. However, Azimut did not fulfill its obligation under the July 5, 2008 Termination Agreement. Accordingly, the July 5, 2008 Termination Agreement expired and the Company’s options on the North Rae and Daniel Lake properties remained in effect.

However, on July 8, 2009 the Company entered into another termination agreement with Azimut pursuant to which the Company terminated its options on the North Rae and Daniel Lake properties, in exchange for Azimut issuing the Company 1,800,000 of its common shares; the Azimut shares are subject to a nine month holding period. During this nine month period the Company has the preemptive right to participate in any private placements of Azimut’s securities, in order to enable the Company to maintain its proportionate equity interest of 9.4% of Azimut’s outstanding shares. In addition, Azimut agreed to pay the Company $1,000,000 upon the earlier of (i) the commencement of full commercial production of uranium from the North Lake and Daniel Lake properties, or (ii) Azimut concluding an outright sale of all or portion of its interests in the North Rae and Daniel Lake properties to a third party.

The Company (i) no longer has any interest in the North Rae and Daniel Lake properties, and (ii) has no remaining obligations to Azimut regarding the properties and option agreements.

Prior to termination of its options, the Company incurred approximately $3,500,000 in exploration expenditures on the North Rae Project and approximately $546,000 during in exploration expenditures on the Daniel Lake Project.

The Company did not incurred the required exploration expenditures to maintain its option on the Picachos Project in Mexico, so its option to acquire up to a 70% interest was terminated and the Company wrote off its entire interest in the property

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 covered 12,417 hectares and included nine prospective uranium claims located in the Althabasca Basin, Saskatchewan, Canada. On November 30, 2007 decided to drop the option and focus on its other properties, paying a termination fee of $252,358 and writing off $1,639,305.

On November 19, 2007 the Company entered into a letter agreement with Nu-Mex Uranium Corp. (“Nu-Mex”) regarding its proposed acquisition by Nu-Mex. The proposed transaction was subject to (i) Nu-Mex arranging a financing of up to $25,000,000, with a minimum financing of not less than $10,000,000, such financing to close concurrently with the closing of its acquisition of the Company, and (ii) the Company receiving a favourable fairness opinion on the terms of the acquisition. The proposed transaction was to be completed pursuant to a statutory plan of arrangement under the Business Corporation Act (Ontario) under which Nu-Mex would acquire all of the Company’s outstanding shares in exchange for its shares.

Pursuant to an Arrangement Agreement between the Company and Nu-Mex dated December 20, 2007, Nu-Mex agreed to acquire 100% of the Company’s outstanding shares through a court-approved plan of arrangement, in which each share of the Company was to be exchanged for 0.40 of a Nu-Mex common share. The proposed transaction was subject to Nu-Mex arranging a financing of at least $25,000,000 U.S., at a minimum price of $4.00 U.S. per share. Additionally, it was a requirement of the transaction that Nu-Mex’s common shares be listed on either the Toronto Stock Exchange or the TSX Venture Exchange.

On February 13, 2008 the Company and Nu-Mex announced that they were cancelling the proposed transaction because of market conditions. Thereafter, the Company and Nu-Mex signed a termination agreement and granted each other mutual releases pursuant to which each party released the other from all obligations and liabilities relating to the proposed transaction.

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, 2009, and should be read in conjunction with the audited consolidated financial statements of the Company for the period ending December 31, 2008, and the unaudited interim financial statements for the Company for the period ending March 31, 2009, such periods, together with the accompanying notes, are 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 consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles. Reference is made to Note 14 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.

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

On July 23, 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.

The Company commenced operations during September 2003. From September 26, 2003 through March 31, 2009, 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 (iv) conducting initial exploration of some of its properties. During this time, no revenues from operations were realized.

The net loss from operations for the year ended December 31, 2008 was $2,790,811 ($0.03 per share) compared to a net income of $11,745,384 ($0.11 per share) in 2007, a decrease of $14,536,195. The comparative decrease related to gain on disposition of the Irhazer and In Gall projects from the Niger Uranium Limited (“Niger Uranium”) transaction in 2007 and the subsequent write down of the investment in Niger Uranium.

The net loss from operations for the three months ended March 31, 2009 was $785,984 ($0.01 per share) compared to a loss of $460,575 ($0.00 per share) for the corresponding period in 2008. The increased loss was a result of travel and consulting fees with respect to its investigation of potential mining prospects in Vietnam, as well as non-cash stock based compensation.

The table below shows the costs of exploration incurred by the Company on its exploration projects.

* Irhazer and InGall, Niger: $1,330,497 of exploration costs were written off as part of the sale of the properties to Niger Uranium Ltd in 2007.

The Company has funded operations since its incorporation (September 26, 2003) through the net proceeds of various financings and from the proceeds of the sale of its interests in uranium prospects in Niger to Niger Uranium.

On July 23, 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 again subdivided into two shares. All references to shares have been reflected post-stock split or post stock splits, other than what is specifically referenced as pre-stock split or pre-stock splits, whichever is the case of the specific situation depending on the timing of the issuance of shares.

In November 2003 the Company issued 8,000,000 Special Warrants (2,000,000 Special Warrants pre-stock splits 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 of common stock (“Share”). A Prospectus dated January 9, 2004 qualified the distribution of 8,000,000 Shares (2,000,000 pre-stock splits) issued by the Company, without additional payment, upon the exercise of the 8,000,000 Special Warrants (2,000,000 Special Warrants pre-stock splits).

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 60,000,000 common shares (15,000,000 shares pre-stock splits).

During 2004, the Company issued 412,000 flow-through common shares (206,000 flow-through common shares pre-stock split) for gross proceeds of $125,660 (net proceeds of $114,891).

On October 15, 2004, the Company completed a private placement financing of 900,000 units (450,000 units pre-stock split 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 $0.475 until April 15, 2006.

On December 3, 2004, the Company completed a private placement financing of 2,009,000 units (1,004,500 units pre-stock split 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 share purchase warrant. Each whole warrant was exercisable at a price of $0.475 until June 4, 2006.

On January 27, 2005, the Company completed a non-brokered private placement of 1,333,334 units (666,667 units pre-stock split at a price of $0.75 per unit) for gross proceeds of $500,000. Each unit consisted of one share and one share purchase warrant exercisable at a price of $0.465 until July 27, 2006.

In October 2005, 455,000 share purchase warrants, at an exercise price of $0.475, were exercised, resulting in proceeds of $216,125. On December 21, 2005, the Company completed a private placement of 1,707,665 flow-through shares at a price of $0.60 per Share receiving gross proceeds of $1,024,599, and 909,091 units at a price of $0.55 per unit, receiving gross proceeds of $500,000. Each unit consists of one Share and one-half of one 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 Share and one half of one share purchase warrant. Each whole warrant entitles the holder to purchase one additional Share of the Company at a price of $1.15 until either (i) the May 5, 2008; or (ii) if the common shares of the Company 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.

On October 15, 2008 the Company completed a non-brokered private placement of 20,000,000 of its Shares, at a price of $0.05 per Share, receiving gross proceeds of $1,000,000.

At March 31, 2009 the Company had cash and short-term investments of $6,948,405 and working capital of $9,380,780 (March 31, 2008 - $12,431,914 and $9,839,503, respectively). At December 31, 2008 the Company had a cash and short-term investments of $7,487,226 and working capital of $10,089,574 (2007 - $13,224,013 and $10,340,862, respectively).

The Company has sufficient funds to complete all planned exploration work programs for the upcoming year. However the ability of the Company to successfully bring these mineral properties to production is conditional on its ability to secure financing when required. The Company proposes to meet additional financing requirements through equity financing. In light of the continually changing financial markets, there is no assurance that new funding will be available at the times required or desired by the Company.

During the year ended December 31, 2008, the Company’s cash position, including short-term investments, decreased by $5,736,787. The Company used $6,091,915 for its operating activities, $3,312,134 of which was for income taxes payable for the year ended December 31, 2007 (as a result of its sale of its interests in Niger to Niger Uranium.

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 can terminate all option or joint venture agreements requiring minimum exploration expenses at any time without further financial obligations.

For the next twelve months, in the event its options on the North Rae and Daniel Lake properties are terminated, the Company anticipates that it will require approximately $2,200,000 to (i) satisfy its exploration/option/purchase payment obligations for its property interests, and (iii) pay for expenses related to administration, salaries, and shareholder and public relations activities. The Company anticipates it will pay for these requirements from its working capital.

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.”

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

At December 31, 2009 the Company had no contractual obligations relating to any property interests.

Directors and Officers. At July 10, 2009 the names, municipalities of residence and principal occupations of the directors and officers of the Company were as follows:

John P. Lynch was appointed President and Chief Executive Officer of the Company on June 16, 2008. Mr. Lynch has a bachelor degree in Administrative and Commercial Studies from Western University. He is currently President of Universal Packaging, a packaging company operating throughout North America. Mr. Lynch estimates he spends approximately 95% of his time on the Company’s affairs.

Raphael Danon was appointed Chief Financial Officer on July 29, 2008. Mr. Danon is a chartered accountant, who received a Bachelors of Administrative Studies, with a honors degree in accounting from York University. He is also the Interim Chief Financial Officer, and Vice President of Finance of Asian Coast Development, a company engaged in the establishment of a golf course resort in Vietnam. Mr. Danon spends approximately 65% of his time on the Company’s affairs.

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 high-grade Rhovan vanadium deposit in South Africa, the re-evaluation of the 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. 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.

David Subotic is a former Vice President of Haywood Securities, a broker-dealer firm specializing in the resource sector. He has also worked as an investment consultant, most recently as Vice President of Octagon Capital Corporation, a Canadian firm that provides services to institutional investors, issuers, and retail investors. He is currently CEO of Asian Coast Development Ltd., an international resort developer.

Alex Dementev was educated in Russia and holds a Masters Degree of Applied Physics and a Post-Graduate degree in Analytical Chemistry, specializing in the trace analysis of platinum and gold. His line of work include advanced chemical analysis, geochemical and geophysical research, and surveys conducted in Russia, Asia, Canada, and South Africa.

John Zorbas is managing director of the Company, but does not serve on its Board of Directors, responsible for overseeing the Company’s property interests. He also served as President of MGM Productions Group Inc., a private business finance company, as well as a director of ZorCorp Capital Holdings and Starline Capital Holdings Infrastructure Fund. Mr. Zorbas, who holds an Honors Bachelors degree in Economics from the University of Toronto, is a founding shareholder of Asian Coast Development Ltd., a developer of resort and hotel properties in Southeast Asia.

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The following table sets forth all annual and long-term compensation for services rendered in all capacities to the Company for the fiscal years ended December 31, 2008, 2007 and 2006 in respect of the individuals who served as the Chief Executive Officer and the Chief Financial Officer of the Company (collectively, the “Named Executives”). The Company had no other executive officers whose total salaries, bonuses and other compensation during the fiscal year ended December 31, 2008 exceeded $150,000.

(1) Mr. Lynch was appointed President and Chief Executive Officer of the Company effective June 16, 2008.
(2) These amounts represent consulting fees.
(3) Mr. Lynch was a member of the board of directors of Niger Uranium Limited during 2008. He was awarded stock options from Niger Uranium Limited as to acquire 150,000 ordinary shares of Niger Uranium.
(4) These options were granted to Mr. Lynch in his capacity as a director of the Company.
(5) Mr. Kreczmer ceased being an officer of the Company effective June 16, 2008.
(7) Mr. Danon was appointed Chief Financial Officer of the Company effective July 29, 2008.
(8) Mr. Thomas ceased being an officer of the Company effective July 29, 2008.

The following table provides details on stock options granted to the Named Executives during fiscal 2008:

(1) Upon exercise in accordance with the terms thereof, each of these options entitles the holder thereof to acquire one Common Share.
(2) An aggregate of 4,350,000 options were granted by the Corporation to employees, directors, and officers and other service providers during fiscal 2008.

The following table sets forth information concerning each exercise of options by the Named Executives during the most recently completed financial year of the Company, and the financial year-end value of unexercised options held by the Named Executives, on an aggregated basis.

(3) The value of “in-the-money” options was calculated using the last traded price of the outstanding Common Shares on the TSX Venture Exchange on December 31, 2008 of $0.05 less the exercise price of “in-the-money” options. “In-the-money” options are options that can be exercised at a profit (i.e., the market value of the outstanding Common Shares is higher than the price at which they can be purchased from the Corporation).

The directors of the Company each receive an annual fee of $10,000 as compensation for their services as directors, as well as an additional fee of $1,000 for each meeting attended. In addition, the chairmen of each of the Audit and Compensation Committees of the board of directors receive an annual fee of $2,500, while the chairmen of all other committees of the board of directors receive an annual fee of $2,000. New directors of the Company are also entitled to receive an aggregate of 200,000 stock options pursuant to the stock option plan of the Corporation (the “Option Plan”).

Directors who are not officers of the Company are also entitled to receive compensation to the extent that they provide services to the Corporation at rates that would be charged for such services by arm’s length parties. Except as set forth below, during the year ended December 31, 2008, no such compensation was paid to directors who are not officers of the Corporation. In connection with the extensive negotiation of the proposed transaction with Azimut Exploration Inc., an additional non-recurring $20,000 fee was paid to the three directors who remained on the board of directors during such time.

Directors are also eligible to participate in the Option Plan on an on-going basis. As of June 30, 2009, an aggregate of 10,300,000 stock options had been granted under the Option Plan, of which an aggregate of 6,170,000 stock options had been granted to directors or former directors.

On October 14, 2006, the Company entered into a consulting contract with Mr. Kreczmer, the former President and Chief Executive Officer of the Company, pursuant to which Mr. Kreczmer was paid a monthly management fee of $16,666.66. This agreement was terminated effective July 30, 2008.

On July 16, 2007, the Company entered into a consulting contract with Mr. Thomas, initially as Controller and, effective September 1, 2007, as the Chief Financial Officer of the Company, pursuant to which, Mr. Thomas was paid a per diem of $500 per day. This agreement was terminated effective July 30, 2008.

On August 15, 2008, the Company entered into a management services agreement with Reananaree Consulting Services (“RNC”) whereby the services of Mr. Lynch, the President and Chief Executive Officer of the Company, are made available to the Company. Pursuant to the contract, RNC is entitled to receive a monthly management fee of $16,666 (subject to any increases, if any, as determined by the board of directors) and certain other benefits. Under the agreement, RNC may receive, at the discretion of the board of directors, an annual bonus of between 100% and 400% of the annual management fee. The agreement may be terminated upon the provision of one month’s written notice by RNC.

On July 29, 2008, the Company entered into an employment contract with Mr. Danon, the Chief Financial Officer of the Company, pursuant to which Mr. Danon is entitled to receive a base salary of $80,000 annually (subject to any increases, if any, as determined by the board of directors) and certain benefits. Under the agreement, Mr. Danon may receive, at the discretion of the board of directors, an annual bonus of between 20% and 400% of his base pay. The agreement may be terminated upon the provision of one month’s written notice by Mr. Danon.

Pursuant to RNC’s management services agreement with the Company, in the event of a “change of control” (as such term is defined in the contract) of the Company or termination of the agreement by the Company without “just cause” (as such term is defined in the contract), RNC is entitled to receive a lump-sum termination payment in an amount equal to 1.5 times the annual management fee and the prior year’s bonus or, if no bonus was paid in the prior year, a lump-sum payment in an amount equal to 2 times the annual management fee. In the event of such change of control or termination by the Company, all unvested options held by Mr. Lynch will thereupon fully vest. The contract contains non-competition and non-solicitation covenants of RNC and Mr. Lynch in favor of the Company for a period of 12 months following termination of the contract.

Pursuant to Raphael Danon’s consulting agreement with the Company, in the event of a “change of control” (as such term is defined in the contract) of the Company or termination of the agreement by the Company without “just cause” (as such term is defined in the contract), Mr. Danon is entitled to receive a lump-sum payment in an amount equal to 1 times the annual base salary and the prior year’s bonus or, if no bonus was paid in the prior year, a lump-sum payment in an amount equal to 2 times the annual base salary. In the event of such change of control or termination by the Company, all unvested options held by Mr. Danon will thereupon fully vest.

The shareholders of the Company approved the Option Plan on June 26, 2007. The number of Common Shares reserved for issuance under the Option Plan may not exceed 10% of the total number of Common Shares issued and outstanding from time to time. At July 15, 2009, the Company had outstanding 126,131,343 Shares outstanding. An aggregate of 12,00,000 options have been granted by the Company under the Option Plan to date and none of these options have been exercised leaving 613,134 options available for future grant under the Option Plan (based upon 10% of the aggregate number of issued and outstanding Common Shares at July 15, 2009).

The purpose of the Option Plan is to attract, retain and motivate persons as key service providers to the Company and to advance the interests of the Company by providing such persons with the opportunity, through share options, to acquire a proprietary interest in the Company 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 Option 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 Option Plan within any one year period may not exceed 5% of the issued and outstanding Common Shares. The maximum number of Common Shares which may be reserved for issuance to insiders under the Option Plan, any other employer stock option plans or options for services is 10% of the aggregate number of issued and outstanding Common Shares at the date of grant (on a non-diluted basis). The maximum number of Common Shares which may be issued to insiders under the Option Plan, together with any previously established or proposed share compensation arrangements, within any one year period, is 10% of the aggregate number of issued and outstanding Common Shares. The maximum number of Common Shares which may be issued to any insider and his or her associates under the Option Plan, together with any previously established or proposed share compensation arrangements, within any one year period, is 5% of the aggregate number of issued and outstanding Common Shares at the date of grant (on a non-diluted basis). The maximum number of Common Shares which may be granted to any consultant under the Option Plan, any other employer stock option plans or options for services, within any one year period, is 2% of the aggregate number of issued and outstanding Common Shares at the date of grant (on a non-diluted basis). The maximum number of Common Shares which may be granted to any “investor relations person” under the Option Plan, any other employer stock option plans or options for services, within any one year period, is 2% of the aggregate number of issued and outstanding Common Shares at the date of grant (on a non-diluted basis).

The exercise price of options issued may not be less than the market value of the Common Shares at the time the option is granted, subject to any discounts permitted by applicable legislative and regulatory requirements.

Set forth below is a summary of the 12,000,000 outstanding options under the Option Plan to purchase Shares at July 15, 2009:

	Number of
	Common
	Shares Under	Date of	Expiry	Exercise
Holder	Option	Grant	Date	Price
All executive officers, past executive officers,	100,000	June 4, 2007	June 4, 2012	$0.72
directors, past directors of the Company, and	200,000	May 25, 2006	May 25, 2011	$0.68
key employees, as a group	4,300,000	August 15, 2008	August 15, 2013	$0.15
	5,000,000	February 13, 2009	February 13, 2014	$0.10
	100,000	August 28, 2007	August 28, 2012	$0.71
	1,700,000	July 9, 2009	July 9, 2014	$0.115


Advisory Group Members (not including past executive officers and directors)	200,000	May 21, 2009	May 21, 2013	$0.12


All other employees and past employees of the Company as a group	200,000	February 13, 2009	February 13, 2014	$0.12

Options/SARs Granted during Fiscal Year Ended December 31, 2008 and Period from January 1, 2009 through July 15, 2009

During the year ended December 31, 2008, 4,300,000 stock options were granted to the Company’s executive officers and directors, and past executive officers and directors, and key employees. The following table sets out the options granted during the year ended December 31, 2008.

		% of Total
	Securities	Options granted		Market Value of
	Under	to Employees in	Exercise or	Securities Underlying
	Options	the Financial	Base Price	Options on the Date of
Name	Granted (#)	Year	($/Security)	Grant ($/Security)	Expiration Date

John Lynch	2,200,000	50.6%	$0.15	$0.12	August 15, 2013

Raphael Danon	500,000	11.5%	$0.15	$0.12	August 15, 2013

John Zorbas	1,000,000	23.3%	$0.15	$0.12	August 15, 2013

Marek Kreczmer*	200,000	4.7%	$0.15	$0.12	August 15, 2013

Others	400,000	9.4%	$0.15	$0.12	August 15, 2013

During the period from January 1, 2009 through July 15, 2009, 7,100,000 stock options were granted to the Company’s executive officers and directors, and past executive officers and directors, employees, and members of its Advisory Board. The following table sets out the options granted during the period from January 1, 2009 through July 15, 2009.

		% of Total
		Options granted
	Securities	in the Period		Market Value of
	Under	January 1, 2009	Exercise or	Securities Underlying
	Options	through July 15,	Base Price	Options on the Date of
Name	Granted (#)	2009	($/Security)	Grant ($/Security)	Expiration Date

John Lynch	1,370,000	19.30%	$0.10	$0.07	February 13, 2014

	700,000	9.86%	$0.115	$0.115	July 9, 2014

Anton J. Esterhuizen	700,000	9.86%	$0.10	$0.07	February 13, 2014

David Subotic	700,000	9.86%	$0.10	$0.07	February 13, 2014

Raphael Danon	660,000	9.30%	$0.10	$0.07	February 13, 2014

John Zorbas	1,370,000	19.30%	$0.10	$0.07	February 13, 2014

	1,000,000	14.08%	$0.115	$0.115	July 9, 2014

Marek Kreczmer*	200,000	2.82%	$0.10	$0.07	February 13, 2014

Alex Dementev	75,000	1.06%	$0.10	$0.07	February 13, 2014

		% of Total
		Options granted
	Securities	in the Period		Market Value of
	Under	January 1, 2009	Exercise or	Securities Underlying
	Options	through July 15,	Base Price	Options on the Date of
Name	Granted (#)	2009	($/Security)	Grant ($/Security)	Expiration Date

Nadir Mirza	75,000	1.06%	$0.10	$0.07	February 13, 2014

Miriam Martin	50,000	.70%	$0.10	$0.07	February 13, 2014

David Weill**	200,000	2.82%	$0.12	$0.12	May 21, 2013

* Mr. Kreczmer resigned as Chief Executive Officer and President effective July 31, 2008. The options were granted to him on February 13, 2009 in his capacity as a member of the Company’s Advisory Board.

** Subsequent to July 15, 2009 Mr. Weill resigned from the Company’s Advisory Board and relinquished his stock options.

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

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

NAME	POSITION	DATE APPOINTED DIRECTOR

John P. Lynch	President, CEO and Director	May 26, 2007

Anton Esterhuizen	Director	May 25, 2006

David Subotic	Director	July 5, 2007

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.

The full Board of Directors performs the functions of a compensation committee. The Board believes that this is a practical approach at this stage of the Company’s development and given the small size of the Board and the fact that it is comprised of a majority of independent directors.

The Board as a whole reviews on an annual basis the adequacy and form of compensation of directors to ensure that the compensation of the Board reflects the responsibilities, time commitments, and risks involved in being a responsible director. The directors of the Company receive annual fees for their service as directors, as well as additional fees for each meeting attended. All directors are also eligible to participate in the Option Plan. See “Item 6. Directors, Senior Management and Employees. Compensation of Directors”.

In addition, the Board as a whole reviews the compensation paid to the President and Chief Executive Officer, and any other key executive officers of the Company. In reviewing such compensation, the Board evaluates the achievements of the executive officer against corporate goals and objectives, as well as overall corporate performance.

The Board currently has no standing committees other than the audit and compensation committees.

At July 15, 2009 the Company had a total of three employees, two of which act in a management capacity: John Lynch, its Chief Executive Officer and President, and Raphael Danon, its Chief Financial Officer. In addition, Alex Dementev served as the Company’s Chief Geologist.

The following table sets forth the shareholdings of the Company’s directors and senior management at June 30, 2009.

*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.

*** This amount reflects 4,200,000 Shares owned by WPFC Financial, a private company that Mr. Subotic owns 50% of. The other 50% of WPFC is owned by an unrelated party.

The following table sets forth share options held by the Company’s directors and senior management, key employees, and members of its Advisory Board at July 15, 2009:

Name	Number of	Exercise Price	Grant Date	Expiration Date
	Shares	$
John B. Lynch	100,000	0.72	June 4, 2007	June 4, 2012
	100,000	0.71	August 28, 2007	August 28, 2012
	2,200,000	0.15	August 15, 2008	August 15, 2013
	1,370,000	0.10	February 13, 2009	February 13, 2014
	700,000	0.115	July 9, 2009	July 9, 2014
Total	4,470,000

Anton Esterhuizen	200,000	0.68	May 25, 2006	May 25, 2011

	200,000	0.15	August 15, 2008	August 15, 2013
	700,000	0.10	February 13, 2009	February 13, 2014
Total	1,100,000

David Subotic	200,000	1.03	July 4, 2007	July 4, 2012
	200,000	0.15	August 15, 2008	August 15, 2013
	700,000	0.10	February 13, 2009	February 13, 2014
Total	1,100,000

Raphael Danon	500,000	0.15	August 15, 2008	August 15, 2013
	660,000	0.10	February 13, 2009	February 13, 2014
Total	1,160,000

John Zorbas	1,000,000	0.15	August 15, 2008	August 15, 2013
	1,370,000	0.10	February 13, 2009	February 13, 2014
	1,000,000	0.115	July 9, 2009	July 9, 2014
Total	3,370,000

Marek Kreczmer*	200,000	0.15	August 15, 2008	August 15, 2013
	200,000	0.10	February 13, 2009	February 13, 2014
Total	400,000

Alex Dementev	75,000	0.10	February 13, 2009	February 13, 2014

David Weill**	200,000	0.12	May 21, 2009	May 21, 2013

*Mr. Kreczmer resigned from the Board of Directors on June 16, 2008. On that date he was succeeded as President and Chief Executive Officer by John Lynch. The options granted him were in his capacity as a member of the Company’s Advisory Board.

** Subsequent to July 15, 2009 Mr. Weill resigned from the Company’s Advisory Board and relinquished his stock options.

At July 15, 2009, the Company had 126,131,342 Shares outstanding. At such date Management is unaware of any person owning beneficially 5% or more of the Company’s outstanding Shares at June 23, 2009, the Company had 24 U.S. shareholders of record, holding 18,840,848 Shares, which represented 14.9% 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.

During the year ended December 31, 2008, the Company paid or accrued consulting and directors fees of $624,422 (2007 - $388,767) to former or current officers and former or current directors of the Company. During the three months ended March 31, 2009 the Company paid or accrued consulting fees of $84,996 to current officers and directors of the Company.

During the year ended December 31, 2008, a receivable of $585,859 was collected from Niger Uranium for expenditures incurred and management fees paid in relation to the In Gall and Irhazer properties.

These transactions were in the normal course of operations and were measured at the exchange value which represented the amount of consideration established and agreed to by the related parties. The amounts due to related parties are unsecured, non-interest bearing and repayable on demand.

At July 15, 2009 the Company owned approximately 33.8% of Niger Uranium’s 117,504,358 outstanding shares. In August 22, 2007 Mr. Marek Kreczmer, the Company’s President and Chief Executive Officer at the time, was appointed Niger Uranium’s Managing Director and Chief Executive Officer and to its Board of Directors. On January 5, 2008 Mr. Kreczmer resigned as Niger Uranium’s Chief Executive Officer, and on June 6, 2008 he resigned from the board of directors. Mr. Wayne Beach, a former director of the Company, and Mr. John Lynch, a director of the Company at the time and recently appointed Chief Executive Officer of the Company, were appointed non-executive directors of Niger Uranium. Mr. Lynch has been granted options to acquire 150,000 ordinary shares of Niger Uranium. Mr. Beach resigned from Niger Uranium’s Board of Directors on February 11, 2009. In May 2009, Mr. Raphael Danon, the Company’s Chief Financial Officer, was appointed to the Board of Directors of Niger Uranium. As of June 30, 2009 Mr. Danon had not been granted any stock options in Niger Uranium.

Other than as described above, 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 January 1, 2008, or in any proposed transaction involving the Company.

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.

There have been no significant changes since the Company’s unaudited financial statements at March 31, 2009.

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”).

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

TSX Venture Exchange

MONTH AND YEAR	LOW	HIGH

January – March 2007	0.56	0.89

April – June 2007	0.67	1.33

July – September 2007	0.51	1.15

October 2007- December 2007	0.44	0.75

January – March 2008	0.28	0.61

April 2008- June 2008	0.19	0.32

July 2008 – September 2008	0.07	0.22

October 2008–December 2008	0.02	0.08

The low and high market prices for the Shares on the TSX Venture Exchange for the period December 1, 2008 to May 31, 2009 are as follows:

The closing price of the Shares on the TSX Venture Exchange on July 3, 2009 was $0.14.

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

MONTH AND YEAR	LOW	HIGH

January – March 2007	0.37	0.52

April – June 2007	0.43	0.90

July – September 2007	0.40	0.75

October – December 2007	0.30	0.47

January – March 2008	0.17	0.41

April – June 2008	0.10	0.19

July – September 2008	0.04	0.11

October – December 2008	0.01	0.07

MONTH AND YEAR	LOW	HIGH

January – March 2007	0.37	0.54

April – June 2007	0.46	0.861

July – September 2007	0.41	0.751

October – December 2007	0.37	0.50

January – March 2008	0.20	0.44

April – June 2008	0.12	0.21

July – September 2008	0.04	0.13

October – December 2008	0.01	0.07

At July 6, 2009, 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 $1.3979 in U.S. dollars. (Source: The Wall Street Journal)

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

MONTH AND YEAR	LOW	HIGH

January – March 2007	0.465	0.725

April – June 2007	0.65	1.23

July – September 2007	0.48	1.08

October – December 2007	0.438	0.90

January – March 2008	0.31	0.59

April – June 2008	0.18	0.38

July – September 2008	0.07	0.20

October – December 2008	0.01	0.08

The closing price of the Shares on both the Berlin Stock Exchange and Frankfurt Stock Exchange on July 3, 2009 was 0.10 Euros. The closing price of the Shares on the OTC Bulletin Board on July 3, 2009 was US $0.12.

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.

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

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

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:

• 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.

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 Bylaws 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.

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

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 10E. Taxation.”

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

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

Management of the Company believes that it is not currently a "non-Canadian" for purposes of the Investment Canada Act. If the Company were to become a "non-Canadian" in the future, acquisitions of control of Canadian businesses by the Company would become subject to the Investment Canada Act. Generally, the direct acquisition by a "non-Canadian" of an existing Canadian business with gross assets of $5,000,000 or more is reviewable under the Investment Canada Act, with 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 that is a member of the World Trade Organization. In the case of a person that is not an individual, a WTO investor is a person that generally, is ultimately controlled by individuals, other than Canadians, who are nationals of a WTO member. Currently there are 134 countries that 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.

The following is a brief summary of the principal Canadian federal income tax consequences generally applicable to a person who holds common shares of the Company and who, at all relevant times for the purposes of the Income Tax Act (Canada) (the "Canadian Tax Act") and the Canada - United States Tax Convention, 1980, as amended (the "US Treaty"),

• does not and is not deemed to use or hold the common shares in or in the course of a business carried on in Canada, and

• does not carry on an insurance business in Canada and elsewhere, (a "US Holder")

This summary is based on the facts set forth in this Form 20-F, the current provisions of the US Treaty, the Canadian Tax Act and regulations thereunder, and our understanding of the current published administrative and assessing policies and practices of the Canada Revenue Agency (the "CRA"), and takes into account all specific proposals to amend the Canadian Tax Act (the "Proposed Amendments") publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof. It is assumed that all such amendments will be enacted as currently proposed, and that there will be no other change to any relevant law or administrative or assessing policy or practice, although no assurances can be given in this respect. Except as otherwise expressly set out herein, this summary also does not take into account any provincial, territorial or non-Canadian income tax law, the implications of which may differ from the Canadian federal income tax considerations.

On September 21, 2007, the Minister of Finance (Canada) and the United States Secretary of the Treasury signed the fifth protocol to the US Treaty (the "Protocol") which includes amendments to many of the provision of the US Treaty, including significant amendments to the limitation on benefits provision. The Protocol will enter into force once it is ratified by both the Canadian and United States governments (or on January 1, 2008, if it is ratified in 2007) and will have effect in respect of withholding taxes, after the first day of the second month that begins after the date on which the Protocol enters into force. US Holders are urged to consult their own tax advisors to determine the impact of the Protocol and their entitlement to relief under the US Treaty based on their particular circumstances.

The following discussion is not intended to be, nor should it be construed to be, legal or tax advice to any holder or prospective holder of the Company's shares and no opinion or representation with respect to the Canadian federal income tax consequences to any such holder or prospective holder is made. Accordingly, holders and prospective holders of the Company's shares should consult with their own tax advisors about the federal, provincial, local and non-Canadian tax consequences of purchasing, owning and disposing of the Company's shares.

Dividends paid or credited or deemed to be paid or credited to a US Holder by the Company will be subject to Canadian withholding tax at the rate of 15% of the gross amount of the dividend (or 5% in the case of a US Holder that is a corporation beneficially owning at least 10% of the Company's "voting stock" within the meaning of the US Treaty). Dividends may be exempt from withholding tax in the case of some US Holders such as qualifying tax exempt entities.

A US Holder who realizes a capital gain on the actual or deemed disposition of a common share will not be subject to Canadian federal income tax under the Canadian Tax Act in respect of the capital gain unless such common share constitutes "taxable Canadian property" to the US Holder for purposes of the Canadian Tax Act and the US Holder is not exempt from Canadian federal income tax on such gain pursuant to the terms of the US Treaty.

Generally, a common share owned by US Holder will not be taxable Canadian property of the US Holder at a particular time provided that, at that time,

• neither the US Holder nor persons with whom the US Holder does not deal at arm's length alone or in any combination has owned 25% or more of the shares of any class or series of shares in the capital of the Company at any time in the previous five years, and

• the common share was not acquired in a transaction, a result of which it was deemed to be taxable Canadian property of the US Holder.

A US Holder that realizes a capital gain on the disposition of common shares that do qualify as taxable Canadian property will, nevertheless, generally be exempt from Canadian federal income tax thereon by virtue of the US Treaty unless:

• more than 50% of the value of the common shares is derived from real property (within the meaning of the US Treaty) that is located in Canada,

• the US Holder (i) was a resident of Canada at any time during the 10 years immediately preceding the disposition and for a total of 20 months during any period of 20 consecutive years preceding the disposition, and (ii) owned the common share when the US Holder ceased to be a resident of Canada.

A US Holder who is subject to Canadian federal income tax in respect of a disposition of a common share will realize a capital gain (or capital loss) equal to the amount by which the US Holder's proceeds of disposition, less reasonable costs of disposition, exceed (or are exceeded by) the adjusted cost base of the common share to the US Holder. In these circumstances, a US Holder who realizes a capital gain or capital loss in a taxation year will be required to include one half of the capital gain (the taxable capital gain) in income for Canadian federal income tax purposes, and may deduct one half of the capital loss (the allowable capital loss) against taxable capital gains incurred in respect of dispositions of taxable Canadian property, subject to and accordance with the provisions of the Canadian Tax Act and the US Treaty.

The following summary is a general discussion of the material United States Federal income tax considerations to US holders of our Shares under current law. It does not discuss all the tax consequences that may be relevant to particular holders in light of their circumstances or to holders subject to special rules, such as tax-exempt organizations, qualified retirement plans, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals or foreign corporations whose ownership of our shares is not effectively connected with the conduct of a trade or business in the United States, shareholders who acquired their stock through the exercise of employee stock options or otherwise as compensation, shareholders who hold their stock as ordinary assets and not capital assets and any other non-US holders.

The following discussion is based upon the sections of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations, published Internal Revenue Service (“IRS”) rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time. This discussion does not consider the potential effects, both adverse and beneficial, of any recently proposed legislation that, if enacted, could be applied, possibly on a retroactive basis, at any time. The following discussion is not intended to be, nor should it be construed to be, legal or tax advice to any holder or prospective holder of our shares and no opinion or representation with respect to the United States Federal income tax consequences to any such holder or prospective holder is made. Accordingly, holders and prospective holders of our shares should consult their own tax advisors about the Federal, state, local, estate and foreign tax consequences of purchasing, owning and disposing of our shares.

As used herein, a “US Holder” includes a holder of shares of the Company who is a citizen or resident of the United States, a corporation created or organized in or under the laws of the United States or of any political subdivision thereof, any entity that is taxable as a corporation for US tax purposes and any other person or entity whose ownership of our shares is effectively connected with the conduct of a trade or business in the United States. A US Holder does not include persons subject to special provisions of Federal income tax law, such as tax exempt organizations, qualified retirement plans, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals or foreign corporations whose ownership of our shares is not effectively connected with conduct or trade or business in the United States, shareholders who acquired their stock through the exercise of employee stock options or otherwise as compensation and shareholders who hold their stock as ordinary assets and not as capital assets.

US Holders receiving dividend distributions (including constructive dividends) with respect to our shares are required to include in gross income for United States Federal income tax purposes the gross amount of such distributions to the extent that we have current or accumulated earnings and profits as defined under US Federal tax law, without reduction for any Canadian income tax withheld from such distributions. Such Canadian tax withheld may be credited, subject to certain limitations, against the US Holder’s United States Federal income tax liability or, alternatively, may be deducted in computing the US Holder’s United States Federal taxable income by those who itemize deductions. (See more detailed discussion at “Foreign Tax Credit” below). To the extent that distributions exceed our current or accumulated earnings and profits, they will be treated first as a return of capital up to the US Holder's adjusted basis in the shares and thereafter as gain from the sale or exchange of the shares. Preferential tax rates for net capital gains are applicable to a US Holder that is an individual, estate or trust. There are currently no preferential tax rates for long-term capital gains for a US Holder that is a corporation.

With effect from January 1, 2003, the United States reduced the maximum tax rate on certain qualifying dividend distributions to 15% (5% for certain US Holders). In order for dividends paid by foreign corporations to qualify for the reduced rates, (1) the foreign corporation must meet certain requirements, including that it not be classified as a foreign investment company or a passive foreign investment company for United States federal income tax purposes in either the taxable year of the distribution or the preceding taxable year, and (2) the US Holder must meet the required holding period. In order to meet the required holding period, the US Holder must hold our Common Shares for at least 60 days during the 120-day period beginning 60 days before the ex-dividend date.

Dividends paid on our shares will not generally be eligible for the dividends received deduction provided to corporations receiving dividends from certain United States corporations. A US Holder that is a corporation may, under certain circumstances, be entitled to a 70% deduction of the United States source portion of dividends received from us (unless we qualify as a “foreign personal holding company” or a “passive foreign investment company”, as defined below) if such US Holder owns shares representing at least 10% of our voting power and value. The availability of this deduction is subject to several complex limitations that are beyond the scope of this discussion.

In the case of foreign currency received as a dividend that is not converted by the recipient into US dollars on the date of receipt, a US Holder will have a tax basis in the foreign currency equal to its US dollar value on the date of receipt. Generally, any gain or loss recognized upon a subsequent sale or other disposition of the foreign currency, including the exchange for US dollars, will be ordinary income or loss. However, for tax years after 1997, an individual whose realized foreign exchange gain does not exceed US $200 will not recognize that gain, to the extent that there are not expenses associated with the transaction that meet the requirement for deductibility as a trade or business expense (other than travel expenses in connection with a business trip or as an expense for the production of income).

A US Holder who pays (or has withheld from distributions) Canadian income tax with respect to the ownership of our shares may be entitled, at-the option of the US Holder, to either a deduction or a tax credit for such foreign tax paid or withheld. Generally, it will be more advantageous to claim a credit because a credit reduces United States Federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer’s income subject to tax. This election is made on a year-by-year basis and applies to all foreign taxes paid by (or withheld from) the US Holder during that year. There are significant and complex limitations that apply to the credit, among which is the general limitation that the credit cannot exceed the proportionate share of the US Holder’s United States Federal income tax liability that the US Holder's foreign source income bears to his or its worldwide taxable income. In the determination of the application of this limitation, the various items of income and deduction must be classified into foreign and domestic sources. Complex rules govern this classification process. There are further limitations on the foreign tax credit for certain types of income such as “passive income”, “high withholding tax interest”, “financial services income”, “shipping income”, and certain other classifications of income. The availability of the foreign tax credit and the application of the limitations on the credit are fact specific and holders and prospective holders of our shares should consult their own tax advisors regarding their individual circumstances.

A US Holder will recognize a gain or loss upon the sale of our shares equal to the difference, if any, between (i) the amount of cash plus the fair market value of any property received, and (ii) the shareholder's tax basis in our shares. This gain or loss will be a capital gain or loss if the shares are a capital asset in the hands of the US Holder, and will be a short-term or long-term capital gain or loss depending upon the holding period of the US Holder. Preferential tax rates for long-term gains are applicable to a U.S. Holder which is an individual, estate or trust. There are currently no preferential tax rates for long-term capital gains for a U.S. Holder which is a corporation.

Gains and losses are netted and combined according to special rules in arriving at the overall capital gain or loss for a particular tax year. Deductions for net capital losses are subject to significant limitations. Corporate capital losses (other than losses of corporations electing under Subchapter S or the Code) are deductible to the extent of capital gains. Non-corporate taxpayers may deduct net capital losses, whether short-term or long-term, up to US $3,000 a year (US $1,500 in the case of a married individual filing separately). For US Holders which are individuals, any unused portion of such net capital loss may be carried over to be used in later tax years until such net capital loss is thereby exhausted. For US Holders which are corporations (other than corporations subject to Subchapter S of the Code), an unused net capital loss may be carried back three years from the loss year and carried forward five years from the loss year to be offset against capital gains until such net capital loss is thereby exhausted.

In the following circumstances, the above sections of this discussion may not describe the United States Federal income tax consequences resulting from the holding and disposition of our shares:

If at any time during a taxable year more than 50% of the total combined voting power or the total value of our outstanding shares is owned, directly or indirectly, by five or fewer individuals who are citizens or residents of the United States and 60% (50% in subsequent years) or more of our gross income for such year was derived from certain passive sources, we would be treated as a “foreign personal holding company”. In that event, US Holders that hold our shares (on the earlier of the last day of our tax year or the last date on which we were a foreign personal holding company) would be required to include in gross income for such year their allowable portions of such passive income to the extent we do not actually distribute such income.

If 50% or more of the combined voting power or total value of our outstanding shares are held, directly or indirectly, by citizens or residents of the United States, United States domestic partnerships or corporations, or estates or trusts other than foreign estates or trusts (as defined by the Code Section 7701 (a)(31)), and we are found to be engaged primarily in the business of investing, reinvesting, or trading in securities, commodities, or any interest therein, it is possible that we might be treated as a “foreign investment company” as defined in Section 1246 of the Code, causing all or part of any gain realized by a US Holder selling or exchanging our shares to be treated as ordinary income rather than capital gain.

As a foreign corporation with US Holders, we could potentially be treated as a passive foreign investment company (“PFIC”), as defined in Section 1296 of the Code, if 75% or more of our gross income in a taxable year is passive income, or the average percentage of our assets (by value) during the taxable year which produce passive income or which are held for production of same is at least 50%. Passive income is generally defined to include gross income in the nature of dividends, interest, royalties, rents and annuities; excess of gains over losses from certain transactions in any commodities not arising inter alia from a PFIC whose business is actively involved in such commodities; certain foreign currency gains; and other similar types of income. US Holders owning shares of a PFIC are subject to an additional tax and to an interest charge based on the value of deferral of tax for the period during which the shares of the PFIC are owned, in addition to treatment of any gain realized on the disposition of shares of the PFIC as ordinary income rather than as a capital gain. However, if the US Holder makes a timely election to treat a PFIC as a qualified electing fund (“QEF”) with respect to such shareholder's interest therein, the above-described rules generally will not apply. Instead, the electing US Holder would include annually in his gross income his pro rata share of the PFIC's ordinary earnings and any net capital gain regardless of whether such income or gain was actually distributed. A US Holder of a QEF can, however, elect to defer the payment of United States Federal income tax on such income inclusions. Special rules apply to US Holders who own their interests in a PFIC through intermediate entities or persons.

The IRS has issued proposed regulations that, subject to certain exceptions, would treat as taxable certain transfers of PFIC stock by a Non-Electing US Holder that are generally not otherwise taxed, such as gifts, exchanges pursuant to corporate reorganizations, and transfers at death. Generally, in such cases, the basis of our shares in the hands of the transferee and the basis of any property received in the exchange for those shares would be increased by the amount of gain recognized. A US Holder who has made a timely QEF election (as discussed below) will not be taxed on certain transfers of PFIC stock, such as gifts, exchanges pursuant to corporate reorganizations, and transfers at death. The transferee's basis in this case will depend on the manner of the transfer. The specific tax effect to the US Holder and the transferee may vary based on the manner in which our shares are transferred. Each US Holder should consult a tax advisor with respect to how the PFIC rules affect their tax situation.

These adverse tax consequences may be avoided, if the US Holder has elected to treat the PFIC as a qualified electing fund (a “QEF”) with respect to that US Holder effective for each of the PFIC's taxable years beginning on or after January 1, 1987, which include any portion of the US Holder’s holding period.

The procedure a US Holder must comply with in making an effective QEF election will depend on whether the year of election is the first year in the US Holder's holding period in which we are a PFIC. If the US Holder makes a QEF election in such first year (i.e. a timely QEF election), then the US Holder may make the QEF election by simply filing the appropriate documents at the time the US Holder files his tax return for such first year. If, however, we qualified as a PFIC in a prior year, then in addition to filing documents, the US Holder must generally recognize gain as if it had sold the QEF stock on the first day of the taxable year in which the QEF election is made, if (i) the US Holder holds stock in the PFIC on that day, and (ii) the US Holder can establish the fair market value of the PFIC stock on that day. The US Holder will treat that deemed sale transaction as a disposition of PFIC stock and will, thereafter, be subject to the rules described below applicable to US shareholders of a QEF.

In general, US shareholders of a QEF are taxable currently on their pro rata share of the QEF’s ordinary income and net capital gain regardless of whether such income or gain was actually distributed. A US Holder of a QEF can, however, elect to defer the payment of United States Federal income tax on such income inclusions.

Effective for tax years of US Holders beginning after December 31, 1997, US Holders who hold, actually or constructively, marketable stock of a foreign corporation that qualifies as a PFIC may elect to mark such stock to the market (a “mark-to-market election”). If such an election is made, such US Holder will not be subject to the special taxation rules of PFIC described above for the taxable years for which the mark-to-market election is made. A US Holder who makes such an election will include in income for the taxable year an amount equal to the excess, if any, of the fair market value of our shares as of the close of such tax year over such US Holder's adjusted basis in such shares. In addition, the US Holder is allowed a deduction for the lesser of (i) the excess, if any, of such US Holder's adjusted tax basis in the shares over the fair market value of such shares as of the close of the tax year, or (ii) the excess, if any of (A) the mark-to-market gains for our shares included by such US Holder for prior tax years, including any amount which would have been included for any prior year but for Section 1291 interest on tax deferral rules discussed above with respect to a US Holder, who has not made a timely QEF election during the year in which he holds (or is deemed to have held) our shares and we are a PFIC (“Non-Electing US Holder”), over (B) the mark-to-market losses for shares that were allowed as deductions for prior tax years. A US Holder's adjusted tax basis in our shares will be increased or decreased to reflect the amount included or deducted as a result of mark-to-market election. A mark-to-market election will apply to the tax year for which the election is made and to all later tax years, unless the PFIC stock ceases to be marketable or the IRS consents to the revocation of the election.

The PFIC and QEF election rules are complex. US Holders should consult a tax advisor regarding the availability and procedure for making the QEF election as well as the applicable method for recognizing gains or earnings and profits under the foregoing rules.

If more than 50% of the voting power of all classes of stock or the total value of our stock is owned, directly or indirectly, by citizens or residents of the United States, United States domestic partnerships and corporations or estates or trusts other than foreign estates or trusts, each of whom own 10% or more of the total combined voting power of all classes of our stock (“United States shareholder”), we could be treated as a “controlled foreign corporation” under Subpart F of the Code. This classification would cause many complex results including the required inclusion by such United States shareholders in income of their pro rata share of our “Subpart F income” (as specially defined by the Code). If we are both a PFIC and controlled foreign corporation, we will generally not be treated as a PFIC with respect to United States shareholders of the controlled foreign corporation. This rule generally will be effective for our taxable years ending with or within such taxable years of United States shareholders. In addition, under Section 1248 of the Code, a gain from the sale or exchange of shares by a US Holder who is or was a United States shareholder at any time during the five year period ending with the sale or exchange is treated as ordinary dividend income to the extent of our earnings and profits attributable to the stock sold or exchanged. Because of the complexity of Subpart F, and because it is not clear that Subpart F would apply to the US Holders of our shares, a more detailed review of these rules is outside of the scope of this discussion.

Copies of the documents referred to in this annual report may be inspected during normal business hours, at Suite 1102, 70 York Street, Toronto, Ontario M5J 1S9 Canada.

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

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 (the “Exchange Act”), 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 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, 2008 under the supervision of management, including the Chief Executive Officer and the Chief Financial Officer. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were operating effectively under Canadian standards. However, after undertaking the evaluation required by Rule 13a-15 of the Exchange Act, the Chief Executive and Chief Financial have concluded that its disclosure controls and procedures were not operating effectively under United States standards. This is due to the Company’s failure, on a timely basis, to file numerous Form 6-Ks with the SEC. The Company has recently designated a person who will be responsible for ensuring that in the future all Form 6-Ks will be filed with the SEC on a timely basis.

Management’s Annual Report on Internal Financial Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian and U.S. generally accepted accounting principles.

The Company has evaluated, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, the effectiveness of the Company’s financial controls and procedures as of December 31, 2008, based on framework provided by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), pursuant to the requirements of Multilateral Instrument 52-109 and the Sarbanes – Oxley Act of 2002. Based on this evaluation, the Company’s executive officers believe that the Company’s design and operation of internal controls over financial reporting is effective and provides reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the company’s financial statements for external purposes in accordance with (Canadian and US) GAAP.

There were no changes in our internal controls over financial reporting during our fiscal year ended December 31, 2008 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

This Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report.

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. John Lynch, the Company’s president and chief executive officer. The Board of Directors has determined that David Subotic qualifies as its audit committee financial expert. Reference is made to “Item 6.A. Directors, Senior Management and Employees. Directors and Senior Management.” for a description of Mr. Subotic’s relevant experience.

The Company’s previous senior management requested the formulation of a Draft Proposal for a Code of Business Conduct and Ethics. However, no Code of Business Conduct and Ethics was ever adopted. With the change in senior management in the past year new Management has been focused on other issues, and has not the time to adopt a Code of Business Conduct and Ethics.

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, 2008 and 2007 for audit and non-audit related services:

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

(1) Consolidated Balance Sheets of the Company as at December 31, 2008 and 2007, and Consolidated Statements of Operations, Shareholders’ Equity, Cash Flows and Interest in Exploration Properties, for each of the years in the three-year period ended December 31, 2008, and the cumulative period from inception to December 31, 2008. 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 14 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, 2009, Unaudited Consolidated Statement of Operations for the three months ended March 31, 2009, Unaudited Consolidated Statement of Cash Flows for the three months ended March 31, 2009, Unaudited Consolidated Statement of Shareholders’ Equity from Commencement of Operations, September 26, 2003 to March 31, 2009, and Unaudited Consolidated Statement of Interest in Exploration Properties and Deferred Exploration Expenditures for the three months ended March 31, 2009. Reference is made to the Annual Report on Form 20-F for the year ended December 31, 2008, submitted to the Securities and Exchange Commission on July 17, 2009 for these unaudited financial statements.

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 and 2. Reference is made to the 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.A-3.D. Reference is made to the 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.G. Reference is made to the Annual Report on Form 20-F for the year ended December 31, 2006, dated July 12, 2007, submitted to the Securities and Exchange Commission on July 13, 2007 for Exhibits 3.H.-3.I. Reference is made to the Annual Report on Form 20-F for the year ended December 31, 2007, submitted to the Securities and Exchange Commission on July 15, 2008 for Exhibits 3.J-3.L. Reference is made to the Annual Report on Form 20-F for the year ended December 31, 2008, submitted to the Securities and Exchange Commission on July 17, 2009 for Exhibits 3.M-3.Q, 5, and 13.1 and 13.2)

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.

AS AT DECEMBER 31, 2008 AND 2007 AND
FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006
(Expressed in Canadian Dollars)

The accompanying consolidated financial statements of NWT Uranium Corp. (formerly Northwestern Mineral Ventures Inc.) were prepared by management in accordance with Canadian generally accepted accounting principles. Management acknowledges responsibility for the preparation and presentation of the consolidated financial statements, including responsibility for significant accounting judgments and estimates and the choice of accounting principles and methods that are appropriate to the Company’s circumstances. The significant accounting policies of the Company are summarized in Note 2 to the consolidated financial statements.

Management has established processes, which are in place to provide them with sufficient knowledge to support management representations that they have exercised reasonable diligence that (i) the consolidated financial statements do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it is made, as of the date of and for the years presented by the consolidated financial statements and (ii) the consolidated financial statements fairly present in all material respects the financial condition, results of operations and cash flows of the Company, as of the date of and for the years presented by the consolidated financial statements.

The Board of Directors is responsible for reviewing and approving the consolidated financial statements together with other financial information of the Company and for ensuring that management fulfills its financial reporting responsibilities. An Audit Committee assists the Board of Directors in fulfilling this responsibility. The Audit Committee meets with management to review the financial reporting process and the consolidated financial statements together with other financial information of the Company. The Audit Committee reports its findings to the Board of Directors for its consideration in approving the consolidated financial statements together with other financial information of the Company for issuance to the shareholders.

Management recognizes its responsibility for conducting the Company’s affairs in compliance with established financial standards, and applicable laws and regulations, and for maintaining proper standards of conduct for its activities.

To the Shareholders of
NWT Uranium Corp. (formerly Northwestern Mineral Ventures Inc.)
(An Exploration Stage Company)

We have audited the accompanying consolidated balance sheets of NWT Uranium Corp. (formerly Northwestern Mineral Ventures Inc.) as at December 31, 2008 and 2007 and the related consolidated statements of operations, comprehensive (loss) income, shareholders’ equity, cash flows and interest in exploration properties and deferred exploration expenditures for the years ended December 31, 2008 and 2007 and for the cumulative period from September 26, 2003 (inception) to December 31, 2008. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2008 and 2007 and the results of its operations and its cash flows for the years ended December 31, 2008 and 2007 and the period from September 26, 2003 (inception) to December 31, 2008 in accordance with Canadian generally accepted accounting principles.

The consolidated financial statements as at December 31, 2006 and the related consolidated statements of operations and comprehensive (loss) income, shareholders’ equity, cash flows and interest in exploration properties and deferred exploration expenditures for the year then ended and for the cumulative period from September 26, 2003 to December 31, 2006 were audited by other auditors whose report dated April 18, 2007, expressed an unqualified opinion on those financial statements.

Our previous audit report dated April 22, 2009 has been withdrawn due to our subsequent audit of the consolidated balance sheet as at December 31, 2007 and the related consolidated statements of operations, comprehensive (loss) income, shareholders’ equity, cash flows and interest in exploration properties and deferred exploration expenditures for the year ended December 31, 2007 as described in note 17 to these consolidated financial statements. The consolidated financial statements have also been revised as described in note 14. Note 14 contains the reconciliation of the consolidated financial statements from Canadian generally accepted accounting principles to accounting principles generally accepted in the United States.

The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

NWT URANIUM CORP.
(FORMERLY NORTHWESTERN MINERAL VENTURES INC.)
(AN EXPLORATION STAGE COMPANY)
Consolidated Balance Sheets
(Expressed in Canadian Dollars)

The accompanying notes are an integral part of these consolidated financial statements.
- 1 -

NWT URANIUM CORP.
(FORMERLY NORTHWESTERN MINERAL VENTURES INC.)
(AN EXPLORATION STAGE COMPANY)
Consolidated Statements of Operations
(Expressed in Canadian Dollars)

The accompanying notes are an integral part of these consolidated financial statements.
- 2 -

NWT URANIUM CORP.
(FORMERLY NORTHWESTERN MINERAL VENTURES INC.)
(AN EXPLORATION STAGE COMPANY)
Consolidated Statements of Comprehensive (Loss) Income
(Expressed in Canadian Dollars)

The accompanying notes are an integral part of these consolidated financial statements.
- 3 -

NWT URANIUM CORP.
(FORMERLY NORTHWESTERN MINERAL VENTURES INC.)
(AN EXPLORATION STAGE COMPANY)
Consolidated Statements of Cash Flows
(Expressed in Canadian Dollars)

The accompanying notes are an integral part of these consolidated financial statements.
- 4 -

The accompanying notes are an integral part of these consolidated financial statements.
- 5 -

The accompanying notes are an integral part of these consolidated financial statements.
- 6 -

The accompanying notes are an integral part of these consolidated financial statements.
- 7 -

NWT URANIUM CORP.
(FORMERLY NORTHWESTERN MINERAL VENTURES INC.)
(AN EXPLORATION STAGE COMPANY)
Consolidated Statements of Interest in Exploration Properties and Deferred Exploration
Expenditures
(Expressed in Canadian Dollars)

The accompanying notes are an integral part of these consolidated financial statements.
- 8 -

The accompanying notes are an integral part of these consolidated financial statements.
- 9 -

The accompanying notes are an integral part of these consolidated financial statements.
- 10 -

The accompanying notes are an integral part of these consolidated financial statements.
- 11 -

NWT Uranium Corp. (formerly Northwestern Mineral Ventures Inc.) (the "Company" or "NWT") was incorporated under the laws of the Province of Ontario, Canada by Articles of Incorporation dated September 26, 2003. The Company, which is in the development stage as defined by the Canadian Institute of Chartered Accountants ("CICA") Accounting Guideline 11 "Enterprises in the Development Stage", is engaged in the acquisition, exploration and development of mineral resource properties with a focus on uranium. As of December 31, 2008, the Company has interests in Canada, Niger and Mexico. The Company is in the process of exploring its exploration properties for mineral resources and has not determined whether the properties contain economically recoverable reserves. The recovery of the amounts shown for the exploration properties and the related deferred expenditures is dependent upon the existence of economically recoverable reserves, confirmation of the Company's interest in the underlying mineral claims, the ability of the Company to obtain necessary financing to complete the exploration, and upon future profitable production.

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

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

As at December 31, 2008, the Company had cash of $7,434,502 (2007 - $905,473), short term investments of $52,724 (2007 - $12,318,540) and working capital of $10,089,574 (2007 - $10,340,862). Management of the Company believes that it has sufficient funds to pay its ongoing work commitments, administrative expenses and its liabilities for the ensuing period as they fall due.

The accounting policies of the Company are in accordance with Canadian generally accepted accounting principles and their basis of application is consistent with that of the previous year except as disclosed below. These policies conform, in all material respects, with United States generally accepted accounting principles ("US GAAP"), except as discussed in Note 14. Outlined below are those policies considered particularly significant.

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Northwest Mineral Mexico, S.A. de C.V. All material inter-company balances and transactions have been eliminated. All references to the Company should be treated as references to the Company and its subsidiary.

Short term Investments
Short-term investments are comprised of highly liquid Canadian dollar denominated guaranteed investment certificates with terms to maturity of greater than 90 days but not more than one year. Short-term investments are carried at their fair value and are classified as held-for-trading. As at December, 31, 2008, short term investments consisted of the following items:

As at December 31, 2007, the Company had $51,202 and $12,267,338 Guaranteed Investment Certificate bearing interest at 4.30% and 4.40% maturing June 11, and July 26, 2008 respectively.

Fixed Assets
Fixed assets are recorded at cost. Amortization is recorded on the declining balance basis at the following annual rates:

Interest in Exploration Properties and Deferred Exploration Expenditures
On March 27, 2009, the Emerging Issues Committee issued EIC-174, Mining Exploration Costs. This new EIC provides additional guidance in light of the potential adverse impact of the current economic and financial turmoil on the carrying value of the deferred exploration costs. The EIC is effective for financial statements issued on or after March 27, 2009 and as such applies to the Company’s deferred exploration expenditure costs as at December 31, 2008. Management applied a market approach in its review using data from third party reports on the Company’s exploration properties in conjunction with values of property transactions in the same geographical area where the Company’s properties are located. The approach resulted in a range of estimated recoverable amounts. The carrying amounts of deferred exploration costs on properties were not in excess of their estimated recoverable amounts. Interest in exploration properties and deferred exploration expenditures are carried at cost until they are brought into production, at which time they are depleted on a unit-of production method based on proven and probable reserves. If a property is subsequently determined not to be economic, the property and related deferred costs are written down to net realizable value. Other general exploration expenses are charged to operations as incurred. The cost of exploration properties abandoned or sold and their related deferred exploration costs are charged to operations at the time of abandonment or sale.

Costs include the cash consideration and the fair market value of the shares issued for the acquisition of exploration properties. Properties acquired under option agreements or by joint ventures, whereby payments are made at the sole discretion of the Company, are recorded in the accounts at the time of payment.

The Company qualifies for mineral exploration assistance programs associated with the exploration and development of mineral properties located in Quebec. Recoverable amounts are offset against deferred exploration costs incurred when the Company has complied with the terms and conditions of the program and the recovery is reasonably assured.

The Company capitalizes interest income earned from cash and short-term investments to its properties.

The fair values of asset retirement obligations are recorded as liabilities on a discounted basis when they are incurred. Amounts recorded for the related assets are increased by the amount of these obligations. Over time, the liabilities will be accreted for the change in their present value and the initial capitalized costs will be depleted and amortized over the useful lives of the related assets. The Company did not have any asset retirement obligations as at December 31, 2008, 2007 and 2006.

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

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

The Company has a stock option plan that is described in Note 9. The fair value of any stock options granted to directors, officers, consultants and employees is recorded as an expense over the vesting period with a corresponding increase recorded to contributed surplus. The fair value of the stock based compensation is determined using the Black-Scholes option pricing model and management's assumptions are disclosed in Note 9. Upon exercise of the stock options, consideration paid by the option holder together with the amount previously recognized in contributed surplus is recorded as an increase to share capital.

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

The Company reviews and evaluates its long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. An impairment is considered to exist if total estimated future cash flows on an undiscounted basis are less than the carrying amount of the asset. An impairment loss is measured and recorded based on the estimated fair value of the assets. Assumptions underlying future cash flow estimates are subject to risks and uncertainties. Any differences between significant assumptions used and actual market conditions and/or the Company's performance could have a material effect on the Company's financial position and results of operations.

Basic (loss) income per share is computed by dividing the (loss) income for the year by the weighted average number of common shares outstanding during the year, including contingently issuable shares which are included when the conditions necessary for issuance have been met. Diluted (loss) income per share is calculated in a similar manner, except that the weighted average number of common shares outstanding is increased to include potentially issuable common shares from the assumed exercise of common share purchase options and warrants, if dilutive. The number of additional shares included in the calculation is based on the treasury stock method for options and warrants.

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

The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the related reported amounts of revenue and expense during the reporting period. The most significant estimates are related to the recoverability of exploration expenditures, stock based compensation, and future tax assets and liabilities. Actual results could differ from those estimates. Management believes that the estimates are reasonable.

All financial instruments are classified into one of the following five categories: held-for-trading, held-to-maturity, loans and receivables, available-for-sale financial assets or other financial liabilities. All financial instruments are required to be measured at fair value on initial recognition. Subsequent measurement and changes in fair value will depend on their initial classification, as follows: held-for-trading financial assets are measured at fair value and changes in fair value are recognized in the statement of operations in the period in which they arise; available-for-sale financial instruments are measured at fair value with changes in fair value recorded in other comprehensive income until the investment is de-recognized or impaired at which time the amounts would be recorded in the statement of operations. Financial instruments classified as held-to-maturity, loans and receivables, and other financial liabilities are subsequently measured at amortized cost.

Cash	Held-for-trading
Short term investments	Held-for-trading
Due from Niger Uranium Limited	Loans and Receivables
Amounts receivable	Loans and Receivables
Investment in Niger Uranium Limited	Available-for-Sale
Accounts payable and accrued liabilities	Other Liabilities

Transaction costs are expensed as incurred for financial instruments classified as held for trading. For other financial instruments, transaction costs are expensed on initial recognition. The Company accounts for regular purchases and sales of financial assets using trade date accounting.

Entities which are not controlled and over which the Company does not have the ability to exercise significant influence are accounted for using the cost method. Under this method, the Company records the initial investment at cost and classifies the investment as an available-for-sale financial instrument with changes in fair value reflected through other comprehensive income. The Company' holds a 33.2% investment in Niger Uranium Limited ("Niger Uranium").

Capital Disclosures and Financial Instruments – Disclosures and Presentation

On December 1, 2006, the CICA issued three new accounting standards: "Capital Disclosures" ("Handbook Section 1535"), "Financial Instruments – Disclosures" ("Handbook Section 3862"), and "Financial Instruments – Presentation" ("Handbook Section 3863"). These new standards became effective for the Company on January 1, 2008.

Handbook Section 1535 specifies the disclosure of (i) an entity’s objectives, policies and processes for managing capital; (ii) quantitative data about what the entity regards as capital; (iii) whether the entity has complied with any capital requirements; and (iv) if it has not complied, the consequences of such non-compliance. The Company has included disclosures recommended by the new Handbook section in Note 3 to these consolidated financial statements.

Handbook Sections 3862 and 3863 replace Handbook Section 3861, "Financial Instruments – Disclosure and Presentation", revising and enhancing its disclosure requirements, and carrying forward unchanged its presentation requirements. These new sections place increased emphasis on disclosures about the nature and extent of risks arising from financial instruments and how the entity manages those risks. The Company has included disclosures recommended by the new Handbook sections in Note 4(b) to these consolidated financial statements.

Amendments to Section 1400 – General Standards of Financial Statement Presentation

In June 2007, the CICA amended Handbook Section 1400, "General Standards of Financial Statement Presentation", to include additional requirements to assess and disclose an entity’s ability to continue as a going concern. The amendments to section 1400 are effective for interim and annual reporting periods beginning on or after January 1, 2008. The adoption of this standard had no impact on the Company's operating results or financial position.

In January 2006, the CICA’s Accounting Standards Board ("AcSB") formally adopted the strategy of replacing Canadian GAAP with IFRS for Canadian enterprises with public accountability. The current conversion timetable calls for financial reporting under IFRS for accounting periods commencing on or after January 1, 2011. On February 13, 2008 the AcSB confirmed that the use of IFRS will be required in 2011 for publicly accountable profit-oriented enterprises. For these entities, IFRS will be required for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011.

The Company is currently assessing the impact of IFRS on its consolidated financial statements.

In February 2008, the CICA approved Handbook Section 3064, “Goodwill and Intangible Assets” which replaces the existing Handbook Sections 3062, “Goodwill and Other Intangible Assets” and 3450 “Research and Development Costs”. This standard is effective for interim and annual financial statements relating to fiscal years beginning on or after October 1, 2008, with earlier application encouraged. The standard provides guidance on the recognition, measurement and disclosure requirements for goodwill and intangible assets.

The Company is currently assessing the impact of this new accounting standard on its consolidated financial statements.

Business Combinations, Consolidated Financial Statements and Non-Controlling Interests

The CICA issued three new accounting standards in January 2009: Section 1582, "Business Combinations" ("Section 1582"), Section 1601, "Consolidated Financial Statements" ("Section 1601") and Section 1602, "Non-Controlling interests" ("Section 1602"). These new standards will be effective for fiscal years beginning on or after January 1, 2011. Section 1582 replaces section 1581 and establishes standards for the accounting for a business combination. It provides the Canadian equivalent to IFRS 3 - Business Combinations. Sections 1601 and 1602 together replace Section 1600, "Consolidated Financial Statements". Section 1601, establishes standards for the preparation of consolidated financial statements. Section 1602 establishes standards for accounting for a non-controlling interest in a subsidiary in consolidated financial statements subsequent to a business combination. It is equivalent to the corresponding provisions of IFRS lAS 27 - "Consolidated and Separate Financial Statements".

The Company is in the process of evaluating the requirements of the new standards.

In January 2009, the CICA approved EIC 173 "Credit Risk and the Fair Value of Financial Assets and Financial Liabilities". This guidance clarified that an entity's own credit risk and the credit risk of the counterparty should be taken into account in determining the fair value of financial assets and financial liabilities including derivative instruments. This guidance is applicable to fiscal periods ending on or after January 20, 2009.

The Company’s objective when managing capital is to maintain adequate levels of funding to support the acquisition, exploration and development of mineral properties.

The Company considers its capital to be equity, which is comprised of common shares, warrants, contributed surplus, accumulated other comprehensive (loss) income and accumulated deficit which at December 31, 2008 totaled $17,284,107 (2007 - $32,817,781).

The Company manages its capital structure in a manner that provides sufficient funding for acquisition, exploration and development of mineral properties. Funds are primarily secured through equity capital raised by way of private placements. There can be no assurances that the Company will be able to continue raising equity capital in this manner.

The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business.

The Company invests all capital that is surplus to its immediate needs in short-term, liquid and highly rated financial instruments, such as cash and other short-term guaranteed deposits, all held with major Canadian financial institutions.

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.

There were no changes in the Company's approach to capital management during the year ended December 31, 2008. The Company is not subject to externally imposed capital requirements.

The Company's mining interests ("Property Interests") are the only projects that are currently material to the Company. Unless the Company acquires or develops additional material Property Interests, the Company will be solely dependent upon its current Property Interests. If no additional Property Interests are acquired by the Company, any adverse development affecting the Company's Property Interests would have a material adverse effect on the Company’s financial condition and results of operations.

The Company’s activities expose it to a variety of financial risks: credit risk, liquidity risk and market risk (including interest rate, foreign exchange rate and commodity and equity price risk).

Risk management is carried out by the Company's management team with guidance from the Audit Committee under policies approved by the Board of Directors. The Board of Directors also provides regular guidance for overall risk management.

Credit risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations. The Company's credit risk is primarily attributable to cash, short term investments and amounts receivable. Cash and short term investments consist of cash, money market investments and guaranteed investment certificates, which have been invested with reputable financial institutions. Financial instruments included in amounts receivable consist of deposits held with service providers. Amounts receivable are in good standing as of December 31, 2008. Management believes that the credit risk concentration with respect to financial instruments included in cash, short term investments and amounts receivable is minimal.

Liquidity risk refers to the risk that the Company will not be able to meet its financial obligations when they become due, or can only do so at excessive cost. The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at December 31, 2008, the Company had a cash and short term investment balance of $7,487,226 (2007 - $13,224,013) to settle current liabilities of $413,722 (2007 - $3,940,840). All of the Company's financial liabilities have contractual maturities of less than 30 days and are subject to normal trade terms.

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Company has cash balances and no interest-bearing debt. The Company's current policy is to invest excess cash in investment-grade short term guaranteed investment certificates issued by its banking institutions. The Company periodically monitors the investments it makes and is satisfied with the creditworthiness of its banks.

Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the entity’s functional currency. The risk is measured using cash flow forecasting. The Company's functional and reporting currency is the Canadian dollar and major purchases are transacted in Canadian dollars. The Company funds certain operations and exploration costs in Mexico on a cash call basis. The Company maintains Mexican Peso and US Dollar bank accounts in Mexico. Management believes the foreign exchange risk derived from currency conversions is negligible and therefore does not hedge its foreign exchange risk.

The Company is exposed to price risk with respect to commodity and equity prices. Equity price risk is defined as the potential adverse impact on the Company's earnings due to movements in individual equity prices or general movements in the level of the stock market. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. The Company closely monitors commodity prices of uranium, individual equity movements and the stock market in general to determine the appropriate course of action to be taken by the Company.

The Company has classified, for accounting purposes, its cash and short term investments as held-for-trading, which are measured at fair value. Amounts receivable are classified for accounting purposes as loans and receivables, which are measured at amortized cost which is approximately equivalent to fair value. Accounts payable and accrued liabilities are classified as other financial liabilities, which are measured at amortized cost which is also approximately equivalent to fair value.

Based on management's knowledge and experience of the financial markets, the Company believes the following movements are "reasonably possible" over a one year period. The sensitivity analysis shown in the notes below may differ materially from actual results.

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

(i) an initial payment to Fronteer of $20,000 cash (paid);
(ii) completion of exploration expenditures by the Company in the amount of $5,000,000 over a five-year period ending September 26, 2008.
(iii) annual cash payments to Fronteer, commencing on the first year anniversary of the Option Agreement of $30,000 (paid), $40,000, $50,000, $60,000 and $70,000 respectively over a five-year period.

During the year ended December 31, 2005, management decided to terminate the Bear Project and focus on other projects. There were no financial penalties associated with the termination of the Bear Project. As a result, capitalized costs of $602,193 were written-off in 2005.

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

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

Further to a revised Letter of Intent with Yamana Gold Inc. and Minera Tango SA – a wholly owned subsidiary of Yamana (together referred as “Yamana”) on July 12, 2006, the Company entered into an Option Agreement with Yamana on December 22, 2006 whereby NWT can earn a 70% interest in the property.

Under the terms of the agreement, NWT must incur US$3,000,000 in exploration expenditures over the three year period ended December 22, 2009, pay US$400,000 in cash installments, including US$100,000 (paid) on the signing of a definitive option agreement (signed), and issue 1,000,000 shares over a three-year period, including 400,000 shares to be issued within 30 days and which are subject to a four-month hold period from the issue date (issued, valued at $272,000), in order to acquire a direct 70% ownership of the Picachos Project. The remaining shares will be issued in stages and will be subject to all required regulatory hold periods.

On December 6, 2007, 200,000 common shares (valued at $114,000) were issued and $100,000 was paid to Yamana to comply with the terms of the agreement.

NWT will act as operator of the project. NWT and Yamana terminated the option agreement pertaining to the Picachos Project that was signed between NWT and RNC Gold Inc.

On November 9, 2005, the Company completed a formal option agreement with CanAlaska Ventures Ltd. ("CanAlaska") to acquire up to a 75% ownership interest in nine uranium claims, collectively called the “Waterbury Project”, in the eastern Athabasca Basin, Saskatchewan, Canada. Under the terms of the formal option agreement, the Company was required to pay, in installments, a total of $150,000 ($25,000 paid in each of years 2005 and 2006 for a total of $50,000) to acquire an initial 50% interest in the Waterbury Project from CanAlaska. In addition, CanAlaska would receive a 3% net smelter royalty (NSR) and 300,000 common shares (100,000 issued in each of years 2005 and 2006, valued at $68,000 and $54,000 respectively) from the Company's treasury to be released in stages. The Company agreed to spend a minimum of $2,000,000 on the Waterbury Project prior to April 1, 2008.

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

CanAlaska was to act as operator of the property until the Company had a vested 60% interest, at which time the Company may have become the operator.

On March 30, 2007, the option agreement with CanAlaska was amended. The new terms required the Company to make a cash payment of $25,000 (paid March 30, 2007) instead of $50,000 by April 1, 2007 and $75,000 instead of $50,000 by April 1, 2008. The Company's shares that were to be issued to CanAlaska by April 1, 2007 could be issued on or before April 1, 2008. The Company agreed to commit to an additional $511,000 for the 2007 exploration program, resulting in a total exploration expenditure commitment of $1,200,000 on the property for 2007.

On November 30, 2007, management decided to terminate the Waterbury Project and focus on other projects. There was a financial penalty of $252,358 associated with the termination of the Waterbury Project which was paid during the year ended December 31, 2007. As a result, capitalized costs of $1,639,305 were written-off in 2007.

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

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

The Company agreed to spend a minimum of US$700,000 on the Firefly Project on or prior to the third anniversary of the option agreement date.

The Company's management team elected not to proceed with the Firefly Project during the year ended December 31, 2006 as management believed that other projects had greater exploration potential. Accordingly, capitalized costs of $163,246 related to the project have been written off.

On March 8, 2006, the Company acquired prospecting permits for two uranium properties, Irhazer and In Gall, located in the West African country of Niger. The Government of Niger has entered into a mining convention with the Company for the two uranium properties for a term of thirty (30) years. Each property consists of 2,000 square kilometres (500,000 acres) of mineral rights. The Company has the obligation to expend an aggregate of US$2,200,000 in exploration expenditures on each of the properties over a period of three years. The Government of Niger is entitled to a 10% retained interest and up to a 20% participating interest on production.

Finder's fees of 40,000 common shares valued at $49,600 were issued to a consultant during the year ended December 31, 2006.

See Note 11 for details of the Niger Uranium transaction (Disposition of Irhazer and In Gall Projects).

6.	INTEREST IN EXPLORATION PROPERTIES AND DEFERRED EXPLORATION EXPENDITURES (continued)

On March 2, 2006, the Company signed a Letter of Intent to acquire a controlling interest in an uranium project located in the Ungava Bay region of northern Quebec, Canada from Azimut Exploration Inc. (“Azimut”). The “North Rae Uranium Project” consists of three blocks representing 668 claims with a total area of 298.9 square kilometres or 73,835 acres (29,880 hectares).

The Company finalized the North Rae Option Agreement with Azimut on January 9, 2007. Under the terms of the agreement, the Company can earn an initial 50% in the property by incurring $2,900,000 in work expenditures, paying $210,000 cash ($80,000 paid) and issuing 150,000 common shares (50,000 issued in 2007 valued at $40,500 and 100,000 issued in 2006 valued at $94,000) over the next five years. NWT can subsequently increase its interest to 65% by making cash payments totaling $100,000, issuing 100,000 common shares, incurring $1,000,000 ($200,000/year) in work expenditures over the next five years and delivering a bankable feasibility study. Azimut would retain a 2% yellow cake royalty. The Company is the operator of the project.

NWT had fulfilled its commitments until a Termination Agreement was signed between NWT and Azimut on June 30, 2008, under the terms of which Azimut would be able to terminate the option agreement upon payment of $4,000,000 in cash and 1,100,000 common shares in its company to NWT. Subsequently, an amendment to the Termination Agreement was signed on October 3, 2008, which modified the initial termination agreement with the new terms being a cash payment of $4,000,000 over 2 years, issuance of 1,1000,000 common shares, and delivery of a $2,000,000 debenture by Azimut. This agreement was further amended on November 7, 2008, with the expiration of the agreement extended until December 31, 2008. As of December 31, 2008, Azimut had still not fulfilled the cash payment and share issuance requirements and thus the Termination Agreement lapsed with the initial Option Agreement back in effect. NWT is in good standing as per the contract as the Termination Agreements stated that any expenditure incurred by Azimut between the signing of the Termination Agreement and the Option Agreement taking effect upon delivery of cash and shares would accrue to NWT's account. Azimut had incurred enough expenditure to fulfill NWT’s obligation per the contract for the 2008 fiscal year.

Annual budgets approved by the Company and Azimut represent firm commitments by the Company in order to maintain the property option agreement in good standing.

On January 24, 2007, the Company entered into a definitive option agreement with Azimut to expand their uranium project in the Ungava Bay region of northern Quebec. Under the terms of the agreement, NWT would acquire controlling interest in a second property that is contiguous with its North Rae Uranium Project disclosed in Note 6(f). This new property, Daniel Lake Uranium Project, consists of an additional two blocks representing 862 claims with a total area of 390.3 square kilometres or 96,445 acres (39,030 hectares).

6.	INTEREST IN EXPLORATION PROPERTIES AND DEFERRED EXPLORATION EXPENDITURES (continued)

Under the terms of the definitive option agreement, NWT will pay $230,000 in cash installments over a four-year period and issue 200,000 common shares (100,000 issued in 2007 and valued at $75,000 upon signing of agreement and 100,000 shares issued upon first anniversary of the agreement). An initial payment of $50,000 was due within 15 days of the option agreement (paid) and $30,000 was payable upon the first anniversary of the option agreement (paid). NWT will also spend a total of $2,600,000 in exploration expenditures on the property in tranches over five years, of which the Company incurred expenditures of $300,000 during the first year of the agreement, to earn an initial 50% interest in the project from Azimut, at which stage Azimut would retain a 2% yellow cake royalty. Shares will be issued in two stages with 100,000 common shares to be issued upon the first anniversary of the option agreement (subject in each case to TSX Venture Exchange approval). Shares are subject to all required regulatory hold periods. NWT can subsequently increase its ownership to 65% by issuing an additional 100,000 common shares and paying an additional $150,000 in cash over an additional five years. To earn its 65% interest, NWT must also incur a minimum additional $1,000,000 in exploration expenditures over five years and produce a bankable feasibility study during the five-year period, subject to extension in certain circumstances. In the event NWT does not elect to increase its interest in the property up to 65% once it has fully exercised its 50% option, it shall pay Azimut a final cash payment of $100,000.

On January 4, 2008, 100,000 common shares valued at $59,000 were issued to Azimut to comply with the definitive option agreement.

	Number of
	Shares		Amount

Balance, December 31, 2006	104,489,753	$	18,478,026

Shares issued for interest in exploration properties and deferred exploration expenditures (Notes 6(b)(f)(g))	350,000		229,500
Exercise of options	782,500		320,000
Fair value of option exercise	-		217,500
Exercise of warrants	409,089		286,363
Fair value of warrant exercise	-		43,454

Balance, December 31, 2007	106,031,342		19,574,843

Shares issued for interest in exploration properties and deferred exploration expenditures (Notes 6(g))	100,000		59,000
Private placement (i)	20,000,000		1,000,000

Balance, December 31, 2008	126,131,342	$	20,633,843

The following table represents a continuity of warrants for the years ended December 31, 2008 and 2007:

The Company has a stock option plan for the purchase of common shares for its directors, officers, employees and other service providers. The aggregate number of common shares reserved for issuance under the stock option plan is the lesser of 7,200,000 common shares and 10% of the issued and outstanding common shares of the Company. The options are non-assignable and non-transferable and may be granted for a term not exceeding five years. The exercise price of the options is fixed by the board of directors of the Company at the time of grant, subject to all applicable regulatory requirements. The following table represents a continuity of stock options for the years ended December 31, 2008 and 2007:

(1) On January 1, 2007, the Company granted 250,000 incentive stock options to a consultant, pursuant to the Company’s stock option plan, at an exercise price of $0.84 per share. The options were exercisable for a period of five years. The fair value of each option was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 85%; risk-free interest rate of 3.90% and an expected average life of 3.5 years. The estimated value of $125,750 was to be classified as stock based compensation and credited to contributed surplus as the options vest. The options vest over a two-year period. For the year ended December 31, 2008, the impact on income was $26,198. These options were cancelled during the year.

(2) On April 17, 2007, Primoris Group Inc. was granted an option to purchase an additional 200,000 common shares of the Company at an exercise price of $0.81 per share for a period of up to five years, expiring April 17, 2012. The options vest in tranches over 12 months, with no more than 25% vesting in any single three-month period. The fair value of each option was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 81%; risk-free interest rate of 3.90% and an expected average life of 3.5 years. The estimated value of $94,600 was to be classified as stock based compensation and credited to contributed surplus as the options vest. For the year ended December 31, 2008, the impact on income was $8,212. These options were cancelled during the year.

(3) On April 30, 2007, 100,000 stock options were granted to an officer of the Company who subsequently resigned in fiscal 2007, each such option entitled the holder thereof to acquire one common share of the Company at an exercise price of $0.77. The options were to vest in stages over two years and expire on April 30, 2012. The fair value of each option was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 81%; risk-free interest rate of 3.90% and an expected average life of 3.5 years. The estimated value of $44,900 was not charged to stock based compensation and credited to contributed surplus as the options did not vest. These options were cancelled in fiscal 2007.

(4) On May 8, 2007, 25,000 stock options were granted to an employee of the Company who subsequently resigned in fiscal 2007, each such option entitled the holder thereof to acquire one common share of the Company at an exercise price of $0.85. The options vest in stages over two years and expire on May 8, 2012. The fair value of each option was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 81%; risk-free interest rate of 4.16% and an expected average life of 3.5 years. The estimated value of $12,350 was classified as stock based compensation and credited to contributed surplus as the options vest. These options were cancelled in fiscal 2007.

(5) On June 4, 2007, an aggregate of 200,000 stock options were granted to a director and consultant (100,000 stock options each) of the Company, each such option entitles the holder thereof to acquire one common share of the Company at an exercise price of $0.72. The options were to vest in stages over two years and expire on June 4, 2012. The fair value of each option was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 81%; risk-free interest rate of 4.55% and an expected average life of 3.5 years. The estimated value of $84,600 was classified as stock based compensation and credited to contributed surplus as the options vest. For the year ended December 31, 2008, the impact on income was $21,738.

(6) On July 4, 2007, an aggregate of 200,000 stock options were granted to a director of the Company, each such option entitles the holder thereof to acquire one common share of the Company at an exercise price of $1.03. The options were to vest in stages over two years and expire on July 4, 2012. The fair value of each option was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 77%; risk-free interest rate of 4.60% and an expected average life of 3.5 years. The estimated value of $116,000 will be classified as stock based compensation and credited to contributed surplus as the options vest. For the year ended December 31, 2008, the impact on income was $48,333.

(7) On July 16, 2007, an aggregate of 250,000 stock options were granted to a officer of the Company, each such option entitled the holder thereof to acquire one common share of the Company at an exercise price of $0.91. The options were to vest in stages over two years and expire on July 16, 2012. The fair value of each option was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 77%; risk-free interest rate of 4.63% and an expected average life of 3.5 years. The estimated value of $128,250 will be classified as stock based compensation and credited to contributed surplus as the options vest. For the year ended December 31, 2008, the impact on income was $2,894. These options were cancelled during the year.

(8) On August 28, 2007, an aggregate of 100,000 stock options were granted to a director of the Company, each such option entitles the holder thereof to acquire one common share of the Company at an exercise price of $0.71. The options vest in stages over two years and expire on August 28, 2012. The fair value of each option was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 78%; risk-free interest rate of 4.19% and an expected average life of 3.5 years. The estimated value of $40,400 will be classified as stock based compensation and credited to contributed surplus as the options vest. For the year ended December 31, 2008, the impact on income was $21,883.

(9) On August 28, 2007, an aggregate of 50,000 stock options were granted to a employee of the Company, who resigned in fiscal 2008, each such option entitled the holder thereof to acquire one common share of the Company at an exercise price of $0.58. The options expire October 12, 2012. The options were cancelled in fiscal 2008 prior to meeting the vesting requirements. As a result, no fair market value was assigned to the stock options.

(10) On March 11, 2008, an aggregate of 50,000 stock options were granted to an employee of the Company, each such option entitled the holder thereof to acquire one common share of the Company at an exercise price of $0.30. The options vest in stages over two years and expire on March 11, 2013. The fair value of each option was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 91%; risk-free interest rate of 2.99% and an expected average life of 3.5 years. The estimated value of $11,850 will be classified as stock based compensation and credited to contributed surplus as the options vest. For the year ended December 31, 2008, the impact on income was $2,962. These options were cancelled during the year.

(11) On August 15, 2008, an aggregate of 4,300,000 stock options were granted to officers, directors and consultants of the Company, each such option entitles the holder thereof to acquire one common share of the Company at an exercise price of $0.15. The options vest immediately and expire on August 15, 2013. The fair value of each option was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 92%; risk-free interest rate of 3.04% and an expected average life of 3.5 years. The estimated value of $305,300 will be classified as stock based compensation and credited to contributed surplus as the options vest. For the year ended December 31, 2008, the impact on income was $305,300.

As at December 31, 2008, the Company had the following stock options outstanding:

		Weighted
		Average	Weighted
		Remaining	Average
Outstanding	Exercisable	Contractual	Exercise	Expiry
Options	Options	Life (years)	Price ($)	Date

200,000	200,000	2.40	0.68	May 25, 2011
100,000	75,000	3.43	0.72	June 4, 2012
200,000	100,000	3.51	1.03	July 4, 2012
100,000	50,000	3.66	0.71	August 28, 2012
4,300,000	4,300,000	4.62	0.15	August 15, 2013

4,900,000	4,725,000	4.44	0.23

The Company incurred $624,422 in fiscal 2008 (2007 - $388,767; 2006 - $556,633) for consulting and directors' fees rendered by directors and officers of the Company. The entire amount has been expensed in the statements of operations. Included in accounts payable and accrued liabilities at December 31, 2008 is $10,462 (2007 - $50,352) owing to these related parties.

During the year ended December 31, 2007, a total of $576,133 was charged to Niger Uranium Limited (Note 11) for expenditures incurred and management fees paid in relation to the In Gall and Irhazer properties. As at December 31, 2008, $Nil (2007 - $576,133) was receivable from Niger Uranium Limited.

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

On June 4, 2007, NWT entered into a Joint Venture Agreement with UraMin Inc. ("UraMin"), an arm's length party which was subsequently acquired by Areva NC, to form a new corporation called Niger Uranium Limited (“Niger Uranium”) that will conduct an exploration program on a total of eight uranium concessions in Niger.

Pursuant to the Asset Purchase Agreement governing this arrangement, NWT received a 50% interest consisting of 31,955,000 shares in Niger Uranium, valued at $15,982,500, and a cash payment of $4,800,000. NWT is entitled to receive a 3% net smelter royalty on the production of uranium and any other ores and/or minerals produced from its Irhazer and In Gall concessions, which are the two properties that were contributed by NWT to Niger Uranium’s portfolio. UraMin contributed the balance of six uranium properties to Niger Uranium as well as a cash payment of US$15,000,000 (C$15,982,500) in exchange for a 50% interest consisting of 31,955,000 shares in Niger Uranium. UraMin is entitled to receive a 3% net smelter royalty on the production of uranium and any other ores and/or minerals produced from the six properties it contributed to Niger Uranium.

On July 26, 2007, NWT and UraMin announced that they had completed the forming of Niger Uranium. Furthermore, NWT and UraMin contributed, a total of eight uranium concessions to Niger Uranium SA, which is a company that is a wholly owned subsidiary of Niger Uranium.

On August 1, 2007, Niger Uranium completed a private placement to raise gross proceeds of US$19,000,000 (C$20,244,500, 9,515,000 UK pound sterling), with Haywood Securities (UK) Ltd. as agent. In the financing, Niger Uranium issued 19,090,000 shares at a price of 0.50 UK pound sterling per share. Cash commission of 6% was paid on gross proceeds together with 1,145,400 broker warrants, each entitling the holder to acquire shares of Niger Uranium at a price of 0.50 UK pound sterling per share for a period of two years.

The total consideration received by NWT for the Irhazer and In Gall Projects (Niger) was calculated as follows:

The following table reconciles the expected income tax recovery at the Canadian Federal and Provincial statutory rate of 34% (2007 - 34%; 2006 - 36%) to the amounts recognized in the statements of operations:

The Company's future income tax assets and liabilities at December 31, 2008 and 2007 are as follows:

		2008			2007

Future Income Tax Assets
Fixed assets		58,981			(4,400	)
Share issue costs		175,962			308,400

		234,943			304,000
Less: allocated against future income tax liabilities		(234,943	)		(304,000	)

Net future income tax assets	$	-		$	-


Future Income Tax Liabilities
Exploration properties	$	(657,362	)	$	(657,400	)
Unrealized gain on long-term investments		-			(314,553	)
Less: reduction due to allocation of applicable future income tax assets		234,943			304,000

	$	(422,419	)	$	(667,953	)

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operation decision maker, or decision making group, in deciding how to allocate resources and in assessing performance.

The Company's reportable segments are based upon the geographic region for the Company's operations or tradeable financial instruments, and include Canada, Mexico and Niger.

The Company’s principal operations are the acquisition, exploration and development of mineral properties. All exploration properties are situated in Canada, Mexico and Niger. Cash and short term investments of $7,455,957 (2007 - $13,090,154) are held in Canadian chartered banks, $26,374 (2007 - $128,964) held in Mexico and $4,895 (2007 - $4,895) is held in Niger. Total assets are held as follows:

The allocation of net income (loss) to each segment is based on the weighted average of the balance of the assets associated with each segment in the period reported and the ending balance of assets associated with each segment in the period ended 12 months prior.

These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in Canada (“Canadian GAAP”). The following represents the material adjustments to the consolidated financial statements as at December 31, 2008 and 2007 and for the years ended December 31, 2008, 2007 and 2006 in order to conform to accounting principles generally accepted in the United States (“US GAAP”).

(a) Exploration Properties and Deferred Exploration Expenditures
Under Canadian GAAP, resource property acquisition costs and exploration costs may be deferred and amortized during the search for a commercially mineable body of ore. In 2006, for purposes of US GAAP, the Company expensed resource property acquisition costs. Under US GAAP, the Company capitalizes mineral property acquisition costs. This change has been applied retrospectively and the comparatives for 2006 and 2005 and have been re-stated accordingly. The amounts capitalized for the years ended December 31, 2006 and 2005 were $1,108,762 and $299,315 respectively, with a corresponding reduction in net loss of $809,447 and $247,815. This change did not affect basic and diluted loss per share for the year ended December 31, 2006. The basic and diluted loss per share for the year ended December 31, 2005 increased by $0.01 per share to a loss of $0.02 per share.

Under US GAAP, exploration costs are not considered to have the characteristics of property, plant and equipment and accordingly are expensed prior to the Company determining that economically proven and probable reserves exist, after which all costs are capitalized. Capitalized costs are then amortized on a unit-of-production basis based on proven and probable reserves. For the purposes of the consolidated statements of cash flows, exploration costs are classified as cash used in investing activities under Canadian GAAP and cash used in operations under US GAAP. Under US GAAP, the property expenditure advances would be classified as current assets on the balance sheet and included in the amounts receivable and prepaid expenses.

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

The Financial Accounting Standards Board (“FASB”) staff has taken the view that under SFAS No. 109, Accounting for Income Taxes, the proceeds from issuance should be allocated between the offering of shares and the sale of tax benefits. The allocation is made based on the difference between the quoted price of the existing shares and the amount the investor pays for the shares. A liability is recognized for this difference. The liability is reversed, when tax benefits are renounced and a deferred tax liability is recognized at that time. Income tax expense is the difference between the amount of deferred tax liability and the liability recognized on issuance. Under US GAAP, the amounts received from the issuance of flow-through shares and not yet expended on the related exploration costs are separately classified as restricted cash. As at December 31, 2008 and 2007, there were no unexpended flow-through funds.

(c) Income Taxes
Under Canadian GAAP, future income taxes are calculated based on enacted or substantively enacted tax rates applicable to future years. Under US GAAP, only enacted rates are used in the calculation of future income taxes.

(d) Stock-Based Employee Compensation
On September 26, 2003 (date of incorporation), the Company prospectively adopted the fair value based method for its employee options. Consequently, there were no differences between Canadian and US GAAP with respect to options granted since inception.

(e) Gain on Disposition of Irhazer and In Gall Projects, Niger
During the year ended December 31, 2007, the Company disposed of some of its resource properties. The gain for US GAAP purposes would be higher than for Canadian purposes due to the cost base that exists for Canadian purposes as resource property acquisition costs and exploration costs were capitalized.

Fair Value Measurements
In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" ("SFAS 157"). SFAS 157 defines fair value, establishes a framework for measuring fair value in accordance with accounting principles generally accepted in the United States, and expands disclosures about fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, with earlier application encouraged. Any amounts recognized upon adoption as a cumulative effect adjustment will be recorded to the opening balance of retained earnings in the year of adoption. On February 12, 2008, the FASB delayed the effective date for non-financial assets and liabilities to fiscal years beginning after November 15, 2008; however, the effective date for financial assets remains intact. The Company is currently evaluating the impact of SFAS No. 157 on its consolidated results of operations and financial position.

Business Combinations
In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations” (“SFAS 141(R)”). This Statement replaces SFAS No. 141, “Business Combinations” (“SFAS 141”). This Statement retains the fundamental requirements in SFAS 141 that the acquisition method of accounting (which SFAS 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. This Statement also establishes principles and requirements for how the acquirer: a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree; b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase and c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS 141(R) will apply prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. As the provisions of SFAS No.141(R) are applied prospectively, the impact of this standard cannot be determined until the transaction occurs.

Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities
In June 2008, the FASB issued Staff Position (“FSP”) EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities" ("EITF 03-6-1") Securities participating in dividends with common stock according to a formula are participating securities. This FSP determined unvested shares of restricted stock and stock units with non-forfeitable rights to dividends are participating securities. Participating securities require the “two-class” method to be used to calculate basic earnings per share. This method lowers basic earnings per common share. This FSP takes effect in the first quarter of fiscal years beginning after December 15, 2008 and will be applied retrospectively for all periods presented. It will be effective for the Company on January 1, 2009. The Company does not expect FSP EITF 03-6-1 to have a material effect on its consolidated financial statements.

The Hierarchy of Generally Accepted Accounting Principles
In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles" ("SFAS 162"). SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with GAAP. SFAS 162 is effective 60 days following the Securities and Exchange Commission's approval of the Public Company Accounting Oversight Board amendments to AU Section 411, "The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles." The Company is currently evaluating the potential impact of the adoption of SFAS 162.

The Company’s mining and exploration activities are subject to various federal, provincial and state laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally becoming more restrictive. The Company conducts its operations so as to protect public health and the environment and believes its operations are materially in compliance with all applicable laws and regulations. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations.

Based upon a re-evaluation of the nature of the relationship between the Company and Niger Uranium (note 11), the Company has determined that it has never exerted significant influence over Niger Uranium. As a result of this determination, accounting for the investment in Niger Uranium under the equity method was not appropriate in the prior year. Consequently, the investment has been reclassified as an available-for-sale financial instrument recorded initially at fair value with changes in fair value reflected through other comprehensive income until the investment is derecognized or impaired. The effect of this restatement as at December 31, 2007 and for the year then ended has been to increase the carrying value of the investment by $1,084,666, increase net comprehensive income and accumulated other comprehensive income by $770,112 and increase future income tax liability by $314,553.

Due to the restatement, the reported comprehensive income for the year increased from $11,745,384 to $12,515,496.

Certain comparative figures have been reclassified to conform with current year financial statement presentation.

On February 13, 2009, the Company granted 5,200,000 options to various directors, officers, employees and consultants. The options vested immediately, are exercisable at $0.10 per share and expire on February 13, 2014.

U.S. GAAP [ ]	International Financial Reporting Standards as issued	Other [X]
	By the International Accounting Standards Board

YEAR	AVERAGE

2004	.7702

2005	.8276

2006	.8844

2007	.9874

2008	.9341

	LOW	HIGH

June 2009	.7844	.8459

May 2009	.7868	.8203

April 2009	.7695	.8167

March 2009	.7911	.8376

February 2009	.8425	.9127

January 2009	.7844	.8459

	Three Month		Three Month		Year Ended		Year Ended		Year Ended		Year Ended		Year Ended
	Period ended		Period ended		December 31,		December 31,		December 31,		December 31,		December 31,
	March 31,		March 31,		2008		2007		2006		2005		2004
	2009		2008		(audited)		(audited)		(audited)		(audited)		(audited)
	(unaudited)		(unaudited)		$		(restated)		$		$		$
	$		$				$
Revenues	-		-		-		-		-		-		-
Income (Loss) for the Period	(785,984	)	(460,575	)	(2,790,811	)	11,745,384*		(2,421,484	)	(1,780,074	)	(1,121,460	)
Income (Loss) Per Share	(0.01	)	0.00		(0.03	)	0.11		(0.03	)	(0.02	)	(0.02	)
Cash Flows from Operating Activities	(295,081	)	(526,013	)	(6,091,696	)	(1,209,395	)	(963,753	)	(851,997	)	(587,006	)
Cash Flows from Investing Activities	(243,991	)	102,393		11,620,725		(3,973,902	)	(13,249,498	)	(707,330	)	(735,006	)
Total Assets	30,147,254		35,637,746		18,120,248		37,426,538		19,490,706		2,856,700		1,896,035
Current Assets	9,762,757		13,349,419		10,503,296		14,281,666		15,026,965		1,774,293		1,161,660
Liabilities	4,449,696		3,948,416		836,141		4,608,757		383,366		170,817		197,625
Common Stock	20,633,843		19,633,843		20,633,843		19,574,843		18,478,026		4,329,779		2,171,849
Accumulated Retained Earnings (Deficit)	2,812,474		5,928,694		3,598,458		6,389,269		(5,356,115	)	(2,934,631	)	(1,154,557	)
Shareholders’ Equity	25,697,558		31,689,330		17,284,107		32,817,781		19,107,340		2,685,883		1,698,410

	Year Ended		Year Ended		Year ended		Year ended		Year ended
	December 31,		December 31, 2007		December 31,		December 31,		December 31,
	2008		(audited)		2006		2005		2004
	(audited)		(restated)		(audited)		(audited)		(audited)
	$		$		$		$		$

Net Income (Loss) for the Period	(3,165,962	)	11,039,359		(4,925,955	)	(1,922,360	)	(1,852,260	)
Net Income (Loss) Per Share	(0.03	)	0.10		(0.05	)	(0.02	)	(0.03	)
Cash Flows from Operating Activities	(6,476,886	)	(4,904,116	)	(4,385,589	)	(1,426,060	)	(1,317,806	)
Cash Flows From Investing Activities	12,005,895		(279,181	)	(9,827,662	)	(133,267	)	(4,206	)
Total Assets	15,398,882		33,288,445		16,412,038		1,780,999		1,165,235
Retained Earnings/(Deficit)	698,722		2,357,187		(8,682,172	)	(3,756,217	)	(1,885,357	)

Title of each class		Name of each exchange on which registered

PART I			6

Item 1. Identity of Directors, Senior Management and Advisers			6

Item 2. Offer Statistics and Expected Timetable			6

Item 3. Key Information.			6

RISK FACTORS AFFECTING THE COMPANY			9

	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 Properties we may Acquire in the Future are Remote		9
	In the Event We Acquire Interests in any Mining Properties, We Will Need to Raise Substantial Funding in Order to Carry Out Our Activities.		10
	Lack of Revenue Producing Operations		11
	We Have Not Adopted a Code of Ethics Which May Increase the Possibility of the Company’s Executive Officers and Directors Engaging in Activities that are not in the Best Interests of the Company or its Shareholders.		11
	The Value of Any Mineral Properties We May Acquire in the Future is Dependent Upon Commodity Prices Which Can Fluctuate Widely.		11
	We Are Not Engaged in Mining Operations; In the Event We Engage in Mining Operations in the Future, We Would Face Substantial Regulation		12
	Risks related to the Company’s Foreign Investments and Operations		13
	There is a Risk that we will be Unable to Compete for Mineral Properties, Investment Funds and Technical Expertise.		14
	We Have Limited Insurance; We Will Not be Able to Insure Against All Possible Risks		14
	[If We are Unable to Maintain the Infrastructure for Our Exploration Activities, We Could be Adversely Affected.		14
	Management May Be Subject to Conflicts of Interest Due to Affiliations with Other Resource Companies.		15
	The Executive in Charge of Our Administrative Affairs does not Work Full-Time For Us		15
	Our Senior Management does not have Extensive Mining Backgrounds or Experience Serving as Senior Management of Publicly Traded Companies		16
	We May Not Have Enough Shares Available Under Our Stock Option Plan to Attract High Quality Employees		16
	Our Management May Not Be Subject to U.S. Legal Process.		16
	Prices for Uranium and Precious Metals such as Gold are Volatile and Could Decline		17
	Our Stock will be a Penny Stock which Imposes Significant Restrictions on Broker-Dealers Recommending the Stock For Purchase		17
	Our Stock Price Could be Volatile		18
	We Do Not Plan to Pay Any Dividends in the Foreseeable Future		18
	Future Sales of Common Shares by Existing Shareholders.		18

Item 4. Information on the Company.			18

	A.	History and Development of the Company.	18
	B.	Business Overview*	19
	C.	Organizational Structure	26
	D.	Property, Plants and Equipment.	26
		Interest in Niger Uranium Limited	26

		Termination of Company’s Options on North Rae and Daniel Lake Uranium Properties, Northern Quebec, Canada	31
	Relinquished Option on Picachos Project, Mexico		32
	Relinquished Option on Waterbury Uranium Project, Saskatchewan, Canada		32
	Cancelled Transaction with Nu-Mex Uranium Corp.		32

GLOSSARY			33

Item 5. Operating and Financial Review and Prospects.			34

	A.	Operating Results	35
	B.	Liquidity and Capital Resources	38
	C.	Research and development, patents and licenses, etc.	39
	D.	Trend Information.	39
	E.	Off-Balance Sheet Arrangements	39
	F.	Tabular Disclosure of Contractual Obligations.	39

Item 6. Directors, Senior Management and Employees			40

	A.	Directors and Senior Management	40
	B.	Compensation.	41
	C.	Board Practices	48
		Other Board Committees	49
		The Board currently has no standing committees other than the audit and compensation committees	49
	D.	Employees	49
	E.	Share Ownership.	50

Item 7. Major Shareholders and Related Party Transactions.			51

	A.	Major Shareholders	51
	B.	Related Party Transactions.	52

Item 8. Financial Information.			53

	A.	Consolidated Statements and Other Financial Information.	53
	B.	Significant Changes	53

Item 9. The Offer and Listing.			53

	A.	Offer and Listing Details.	53
	B.	Plan of Distribution.	57
	C.	Markets	57
	D.	Selling Shareholders.	58
	E.	Dilution	58
	F.	Expenses of the Issue.	58

Item 10. Additional Information			58

	A.	Share Capital	58
	B.	Certificate and Articles of Incorporation	58

ARTICLES AND BY-LAWS			59

	A.	General	59
	B.	Directors	59
	C.	Annual and special meetings	60
	D.	Material Contracts	61

	E.	Exchange Controls	63
	F.	Taxation	64
	G.	Statements by Experts	73
	H.	Documents on Display.	74
	I.	Subsidiary Information.	74

Item 11. Quantitative and Qualitative Disclosures About Market Risk			74

Item 12. Description of Securities Other than Equity Securities			74

Item 13. Defaults, Dividend Arrearages, and Delinquencies.			74

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds.			74

Item. 15. Controls and Procedures			75

Item 16A. Audit Committee Financial Expert			76

Item 16B. Code of Ethics			76

Item 16C. Principal Accountant Fees and Services			76

Item. 16 D. Exemptions from the Listing Standards for Audit Committees.			77

Item 16 E. Purchases of Equity Services by the Issuer and Affiliated Purchasers.			77

Item 16 F. Change in Registrant’s Certifying Accountant.			77

Item 17. Financial Statements			77

Item 18. Financial Statements			77

Item 19. Exhibits.			79

	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, uranium, or other minerals or metals 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 2001-2008 ranged from a low of $271 U.S. in 2001, to a high of $1,011.25 U.S. in 2008. At July 6, 2009, the price of gold was $924.50 U.S. per ounce¹. The price of one pound of uranium for the years 2001-2008 ranged from a low of $7.25 U.S. in 2001, to a high of $136.00 U.S. in 2007. At June 26, 2009, the spot price of uranium was $52.00 U.S. per pound.

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

	1.	to 2% of net smelter returns upon payment to the Company of $3,000,000 U.S.;

	2.	to 1% of net smelter returns upon payment to the Company of an additional $5,000,000 U.S.

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

Gold deposit	means a mineral deposit mineralized with gold.

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.

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.

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

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.

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

Tonne	metric tonne (2,204.6 pounds).

Uranium	a radioactive, silvery-white, metallic element.

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

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

	For the three months								Cumulative
	ended March 31, 2009				Expenditures for the Year				Since
	and 2008				ended December 31				Inception
Project, Location	2009		2008		2008		2007		2008
			$				$		$
Irhazer and In Gall, Niger *	--		--		--		550,002		--
Pichachos, Mexico	64,688		99,067		282,695		819,778		2,470,189
North Rae, Canada	40,825		208,512		232,189		2,364,812		3,564,856
Daniel Lake, Canada	40,825		67,744		142,296		404,590		546,886
Waterbury Project, Canada					--		789,481		--
Interest	(10,506	)	(133,862	)	(360,077	)	(690,155	)	(944,867	)

Government rebates, disposals and cost recoveries	--		--		(1,644,997	)	(1,446,672	)	(1,644,997	)
TOTAL					(1,347,894	)	2,791,836		3,992,067

		Annual Compensation			Long Term Compensation			All Other Compensation ($)
Name and Principal Position	Year Ended	Salary ($)	Bonus ($)	Other Annual Compensation ($)	Securities Under Option/SARs Granted (#)	Shares or Units Subject to Resale Restrictions ($)	LTIP Payouts ($)	All Other Compensation ($)

John P. Lynch, President and Chief Executive Officer(1)	Dec. 31/08 Dec. 31/07 Dec. 31/06	Nil Nil N/A	$40,000 Nil N/A	$109,664(2) Nil N/A	2,200,000(3) 200,000(4) N/A	Nil Nil N/A	Nil Nil N/A	$58,731 Nil N/A

Marek J. Kreczmer, former President and Chief Executive Officer(5)	Dec. 31/08 Dec. 31/07 Dec. 31/06	Nil Nil Nil	Nil Nil $12,500	$110,000(2) $202,719(2) $120,833(2)	200,000(6) Nil 250,000	Nil Nil Nil	Nil Nil Nil	Nil Nil $12,750

Raphael Y. Danon, Chief Financial Officer(7)	Dec. 31/08 Dec. 31/07 Dec. 31/06	$32,971 N/A N/A	$5,000 N/A N/A	Nil N/A N/A	500,000 N/A N/A	Nil N/A N/A	Nil N/A N/A	Nil N/A N/A

William D. Thomas, former Chief Financial Officer(8)	Dec 31/08 Dec. 31/07 Dec. 31/06	Nil Nil N/A	Nil Nil N/A	$61,495(2) $49,675(2) N/A	Nil 250,000 N/A	Nil Nil N/A	Nil Nil N/A	Nil Nil N/A

					Value of Unexercised in-the-
					Money Options/SARs at
			Unexercised Options/SARs at		December 31, 2008 ($)(1)
	Securities	Aggregate	December 31, 2008 (#)
	Acquired on	Value	Exercisable	Unexercisable	Exercisable	Unexercisable
Name	Exercise #	Realized $
John P. Lynch	Nil	Nil	2,325,000	75,000	Nil	Nil
Marek J. Kreczmer	Nil	Nil	200,000	Nil	Nil	Nil
Raphael Y. Danon	Nil	Nil	500,000	Nil	Nil	Nil
William D. Thomas	Nil	Nil	Nil	Nil	Nil	Nil

Type of Work	Year Ended Dec. 31, 2008	Year Ended Dec. 31, 2007
Audit fees*	$56,650	$34,000
Audit-related fees**	Nil	$7,500
Tax advisory fees***	$3,000	$13,000
All other fees	Nil	Nil
Total	$59,650	$54,500

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

NAME & MUNICIPALITY	POSITION WITH	PRINCIPAL OCCUPATION	AGE
OF RESIDENCE	COMPANY
John P. Lynch Toronto, Ontario Canada	Chief Executive Officer, President, Director	Businessman; President, Universal Packaging Systems Inc. since 2003	48

Raphael Danon, Toronto, Ontario Canada	Chief Financial Officer	Chartered Accountant	33

Anton Esterhuizen South Africa	Director	Geologist, Managing Director – Pangea Exploration (Pty)	57

David Subotic Toronto, Ontario	Director	Chief Executive Officer-Asian Coast Development Ltd	35

Alex Dementev	Chief Geologist	Chief Geologist – NWT Uranium Corp.	49

John Zorbas	Managing Director	Relations Manager	39

	Securities Under	% of Total Options		Market Value of Securities
	Options Granted	Granted in	Exercise or Base	Underlying Options on the
Name	(#)(1)	Financial Year(2)	Price ($/Security)	Date of Grant ($/Security)	Expiration Date

John P. Lynch	2,200,000	50.6%	$0.15	$0.12	Aug. 15, 2013

Marek J. Kreczmer	200,000	4.6%	$0.15	$0.12	Aug. 15, 2013

Raphael Y. Danon	500,000	11.5%	$0.15	$0.12	Aug. 15, 2013

William D. Thomas	Nil	0%	N/A	N/A	N/A

Notes:

NAME	POSITION	NUMBER OF	PERCENTAGE OF
		SHARES	OUTSTANDING
		OWNED*	SHARES**
John P. Lynch	President, CEO, Director	2,008,000	1.59%

Anton Esterhuizen	Director	0	0

David Subotic	Director	4,200,000***	3.33%

Raphael Danon	Chief Financial Officer	35,500	0.0287%

Officers & Directors, as a group		6,243,500	4.95%

	1.	Consulting Agreement with Primoris Group Inc. (“Primoris Group”), dated March 29, 2007. Under the terms of this agreement, Primoris Group was to provide investor relations services to the Company for one year. Primoris Group received $8,500 per month and was 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. This agreement was terminated in November 2008, and the options terminated.

	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.	Option Agreement dated January 29, 2007 with Azimut Exploration Inc. regarding the North Rae Property, Quebec, Canada. Reference is made to “Item 4. Information on the Company. D. Property, Plants and Equipment.” for a description of the agreement.

	5.	Agreement between Northwestern Mineral Ventures Inc. and UraMin Inc., dated as of June 1, 2007, relating to the Company mining interests in the Republic of Niger. Reference is made to “Item 4. Information on the

		Company. D. Property, Plants and Equipment.” for a description of the agreement.

	6.	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.

	7.	Executive Employment Agreement dated July 29, 2008 between NWT Uranium Corp. and Raphael Danon. Reference is made to “Item 6. Directors, Senior Management and Employees.” for a description of the material terms of this agreement.

	8.	Management Services Agreement dated August 15, 2008 between NWT Uranium Corp., Reananaree Consulting Services, and John P. Lynch, whereby the services of Mr. Lynch, the President and Chief Executive Officer of the Company, are made available to the Company. Reference is made to “Item 6. Directors, Senior Management and Employees.” for a description of the material terms of this agreement.

	10.	Termination Agreement dated July 5, 2008 between NWT Uranium Corp. and Azimut Exploration Inc. Reference is made to “Item 4. Information on the Company. D. Property, Plants and Equipment.” for a description of this agreement.

	11.	Consulting Agreement dated December 10, 2008 with Chroma International. Reference is made to “Item 4. Information on the Company. B. Business Overview.” for a description of this agreement.

	12.	Termination Agreement dated July 8, 2009 between NWT Uranium Corp. and Azimut Exploration Inc. Reference is made to “Item 4. Information on the Company. D. Property, Plants and Equipment.” for a description of this agreement.

1.	Certificate and Articles of Incorporation.

2.	By-Laws.

3.	List of Agreements.

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

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

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

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

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

	F.	Option Agreement dated January 24, 2007 between Northwestern Mineral Ventures Inc. and Azimut Exploration Inc. Regarding the Daniel Lake Property.

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

		H.	Consulting Agreement with Primoris Group dated March 29, 2007.

		I.	Northwestern Mineral Ventures Inc. 2007 Stock Option Plan.

		J.	Consulting Agreement dated July 16, 2007 between Northwestern Mineral Ventures Inc. and William Thomas.

		K.	Agreement between Northwestern Mineral Ventures Inc. and UraMin Inc., dated as of June 1, 2007.

		L.	Termination Agreement dated July 5, 2008 between NWT Uranium Corp. and Azimut Exploration Inc.

		M.	Option Agreement dated January 9, 2007 between Northwestern Mineral Ventures Inc. and Azimut Exploration Inc. Regarding the North Rae Property.

		N.	Consulting Agreement dated December 10, 2008 between NWT Uranium Corp. and Chroma International Limited.

		O.	Executive Employment Agreement dated July 29, 2008 between NWT Uranium Corp. and Raphael Danon.

		P.	Management Services Agreement dated August 15, 2008 between NWT Uranium Corp., Reananaree Consulting Services, and John P. Lynch.

		Q.	Termination Agreement dated July 8, 2009 between NWT Uranium Corp. and Azimut Exploration Inc.

4.	Certifications

	12.1	Certification of Chief Executive Officer.

	12.2	Certification of Chief Financial Officer

5.	Certifications

	13.1	Certification of Chief Executive Officer

	13.2	Certification of Chief Financial Officer

6.	5.1	Consent of MSCM LLP, Chartered Accountants.

		December 31,		December 31,
		2008		2007
				(Note 17)

Assets

Current
Cash	$	7,434,502	$	905,473
Short term investments (Note 2)		52,724		12,318,540
Due from Niger Uranium Limited (Notes 10 and 11)		-		576,133
Amounts receivable and prepaid expenses		2,105,105		481,520
Income taxes recoverable		910,965		-

		10,503,296		14,281,666
Property expenditure advances		34,154		61,119
Fixed assets (Note 5)		482,811		676,627
Investment in Niger Uranium Limited (Note 11)		3,107,920		17,067,165
Interest in exploration properties and deferred exploration expenditures (Note 6 and statement)		3,992,067		5,339,961

	$	18,120,248	$	37,426,538

Liabilities and Shareholders' Equity

Current
Accounts payable and accrued liabilities (Note 10)	$	413,722	$	628,670
Income taxes payable		-		3,312,134

		413,722		3,940,804
Future income tax liability (Note 12)		422,419		667,953

		836,141		4,608,757

Shareholders' equity (statement)		17,284,107		32,817,781

	$	18,120,248	$	37,426,538

											Cumulative
											from
For the years ended December 31,		2008			2007			2006			inception
					(Note 17)

Expenses
Stock based compensation expense (Note 9)	$	448,978		$	359,082		$	1,146,144		$	2,871,855
Management and administrative services		699,308			571,805			560,289			2,095,585
Investor relations and promotion		15,858			203,920			366,021			1,255,827
Professional fees		1,020,286			467,627			178,797			1,809,047
Office and administration		350,282			122,493			97,447			716,090
Travel expenses		162,649			128,121			117,361			446,942
Shareholders information		143,083			146,493			53,947			389,771
Regulatory fees		26,946			32,098			49,740			257,275
Amortization		203,384			120,885			3,826			330,541
Government fees and taxes		6,500			8,871			19,503			34,874
Foreign exchange loss (gain)		13,453			48,390			(11,483	)		51,935

		3,090,727			2,209,785			2,581,592			10,259,742


Net loss for the period before the following:		(3,090,727	)		(2,209,785	)		(2,581,592	)		(10,259,742	)
Gain on disposition of Irhazer and In Gall
Projects, Niger (Note 11)		-			19,260,008			-			19,260,008
Loss on disposition of fixed assets		(3,856	)		-			-			(3,856	)
Exploration properties and deferred exploration
expenditures written-off		-			(1,639,305	)		(208,748	)		(2,450,246	)
Strategic Alliance fee		(657,882	)		-			-			(657,882	)

Net (loss) income for the year before (recovery of) provision for corporate taxes:		(3,752,465	)		15,410,918			(2,790,340	)		5,888,282

(Recovery of) provision for corporate taxes (Note 12)
Current income taxes		(1,030,673	)		3,312,134			-			2,281,461
Future income taxes		69,019			353,400			(368,856	)		8,363

		(961,654	)		3,665,534			(368,856	)		2,289,824

Net (loss) income for the year	$	(2,790,811	)	$	11,745,384		$	(2,421,484	)	$	3,598,458

(Loss) income per share - basic and diluted	$	(0.03	)	$	0.11		$	(0.03	)

Weighted average number of common shares - basic		110,404,493			105,337,248			95,891,751

Weighted average number of common shares - diluted		110,404,493			106,118,568			95,891,751

														Accumulated
														Other
		Common			Special						Contributed			Comprehensive		Accumulated
		Shares			Warrants			Warrants			Surplus			Income		Deficit			Total

Issue of shares for cash	$	101		$	-		$	-		$	-		$	-	$	-		$	101
Issue of special warrants for cash		-			195,409			-			-			-		-			195,409
Loss for the year		-			-			-			-			-		(33,097	)		(33,097	)

Balance, December 31, 2003		101			195,409			-			-			-		(33,097	)		162,413
Public offering, net of issue costs		1,321,537			-			-			-			-		-			1,321,537
Conversion of special warrants		195,409			(195,409	)		-			-			-		-			-
Flow through private placement, net of issue costs		114,891			-			-			-			-		-			114,891
Stock based compensation		-			-			-			424,183			-		-			424,183
Private placement, net of issue costs		539,911			-			256,935			-			-		-			796,846
Loss for the year		-			-			-			-			-		(1,121,460	)		(1,121,460	)

Balance, December 31, 2004		2,171,849			-			256,935			424,183			-		(1,154,557	)		1,698,410
Private placement, net of issue costs		1,636,155			-			222,749			-			-		-			1,858,904
Exercise of stock options		101,500			-			-			(44,000	)		-		-			57,500
Flow through tax effect on date of renunciation		(45,200	)		-			-			-			-		-			(45,200	)
Stock based compensation		-			-			-			493,468			-		-			493,468
Exercise of warrants		283,475			-			(62,600	)		-			-		-			220,875
Shares issued for interest in exploration properties and deferred exploration expenditures		182,000			-			-			-			-		-			182,000
Loss for the year		-			-			-			-			-		(1,780,074	)		(1,780,074	)

Balance, December 31, 2005	$	4,329,779		$	-		$	417,084		$	873,651		$	-	$	(2,934,631	)	$	2,685,883

Computer equipment	30%
Furniture and fixtures	20%
Field equipment	20%
Vehicle	30%

(i)	Short term investments have fixed interest rates therefore they are not subject to interest rate fluctuations.

(ii)	The Company is exposed to foreign currency risk on fluctuations of financial instruments related to cash and cash equivalents and accounts payable and accrued liabilities that are denominated in Mexican Pesos and United States dollars. As at December 31, 2008, had the Mexican Peso and US dollar increased/decreased by 5% against the Canadian dollar with all other variables held constant, the Company’s reported net income for the year ended December 31, 2008 would have been approximately $46,200 higher/lower. Similarly, as at December 31, 2008, the Company's reported shareholders' equity would have been approximately $46,200 higher/lower as a result of a 5% increase/decrease in the Mexican Peso and US dollar.

(iii)	Commodity price risk could adversely affect the Company. In particular, the Company’s future profitability and viability of development depends upon the world market price of uranium. Commodity prices have fluctuated significantly in recent years. There is no assurance that, even as commercial quantities of uranium may be produced in the future, a profitable market will exist for them. As of December 31, 2008, the Company was not a producer of uranium. As a result, commodity price risk may affect the completion of future equity transactions such as equity offerings and the exercise of stock options and warrants. This may also affect the Company's liquidity and its ability to meet its ongoing obligations.

(iv)	The Company's long term investment in Niger Uranium Limited, a public company, is sensitive to a plus or minus 20% change in equity prices which would affect comprehensive income (loss) by approximately $621,600.

						Net Carrying						Net Carrying
						Value						Value
				Accumulated		December 31,				Accumulated		December 31,
		Cost		Amortization		2008		Cost		Amortization		2007

Computer equipment	$	35,327	$	15,915	$	19,412	$	24,005	$	10,258	$	13,747
Furniture and fixtures		3,624		1,334		2,290		8,290		829		7,461
Field equipment		761,704		306,418		455,286		761,704		114,603		647,101
Vehicle		9,786		3,963		5,823		9,786		1,468		8,318

	$	810,441	$	327,630	$	482,811	$	803,785	$	127,158	$	676,627

a)	Authorized

	Unlimited number of common shares

b)	Issued and outstanding

		January 1,					December 31,		December 31,
	Exercise	2008					2008		2008
Expiry Date	Price	Balance	Issued	Exercised	Expired		Balance		Fair Value

Warrants
May 5, 2008	$1.15	10,572,013	-	-	(10,572,013	)	-	$	-

		10,572,013	-	-	(10,572,013	)	-	$	-

			Weighted Average
	Number of		Exercise Price
	Stock Options		$

Balance, December 31, 2006	3,580,000		0.630
Options granted (1)(2)(3)(4)(5)(6)(7)(8)(9)	1,375,000		0.835
Options exercised	(782,500	)	0.408
Options cancelled	(412,500	)	0.535

Balance, December 31, 2007	3,760,000		0.762
Options granted (10)(11)	4,350,000		0.152
Options expired	(80,000	)	0.470
Options cancelled	(3,130,000	)	0.753

Balance, December 31, 2008	4,900,000		0.231

Cash	$	4,800,000

31,955,000 Niger Uranium Limited common shares		15,982,500

Total sale price	$	20,782,500

Details of the net assets sold are summarized below:

Fixed assets, net	$	191,995

Interest in exploration properties and deferred exploration properties - Irhazer and In Gall Projects, Niger		1,330,497

	$	1,522,492

Gain on disposition of Irhazer and In Gall Projects, Niger	$	19,260,008