20FR12G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 20-F

[ X ]

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

OR

[   ]

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

For the fiscal year ended ______________

OR

[   ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period __________

OR

[   ]

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report ………………………………

STRATHMORE  MINERALS CORP.

(Exact name of Registrant as specified in its charter)

British Columbia, Canada

(Jurisdiction of incorporation or organization)

700 – 1620 Dickson Avenue, Kelowna, British Columbia, Canada  V1Y 9Y2

(Address of principal executive offices)

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

None

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

Common Shares, without par value

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the Company’s classes of capital or common stock as of the close of the period covered by the annual report.                                           55,755,514 Common Shares

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

If this report is an annual or a 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 ___  N/A  ___

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 12 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 ninety days.            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.

Large accelerated filer   Accelerated filer   Non-accelerated filer  xxx

Indicate by check mark which financial statement item the registrant has elected to follow:

Item 17 xxx   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  ____  N/A  _X_

Page 2 of 103

Index to Exhibits on Page 101

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STRATHMORE MINERALS CORP.

COMPREHENSIVE FORM 20-F

REGISTRATION STATEMENT

TABLE OF CONTENTS

	PART I	Page
Item 1.	Identity of Directors, Senior Management and Advisors	7
Item 2.	Offer Statistics and Expected Timetable	8
Item 3.	Key Information	8
Item 4.	Information on the Company	15
Item 5.	Operating and Financial Review and Prospects	56
Item 6.	Directors, Senior Management and Employees	71
Item 7.	Major Shareholders and Related Party Transactions	78
Item 8.	Financial Information	80
Item 9.	The Offer and Listing	81
Item 10.	Additional Information	86
Item 11.	Quantitative and Qualitative Disclosures about Market Risk	100
Item 12.	Description of Other Securities Other Than Equity Securities	100
	PART II
Item 13.	Defaults, Dividend Arrearages and Delinquencies	100
Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds	100
Item 15.	Controls and Procedures	100
Item 16.	Reserved	101
Item 16A.	Audit Committee Financial Expert	101
Item 16B.	Code of Ethics	101
Item 16C.	Principal Accountant Fees and Services	101
Item 16D.	Exemptions from Listing Standards for Audit Committees	101
Item 16E.	Purchase of Equity Securities by the Issuer and Affiliated Purchasers	101
	PART III
Item 17.	Financial Statements	101
Item 18.	Financial Statements	101
Item 19.	Exhibits	101

3

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METRIC EQUIVALENTS

For ease of reference, the following factors for converting metric measurements into imperial equivalents are provided:

To Convert from Metric	To Imperial	Multiply by
Hectares	Acres	2.471
Meters	Feet (ft.)	3.281
Kilometers (km)	Miles	0.621
Tonnes	Tons (2000 pounds)	1.102
Grams/tonne	Ounces (troy/ton)	0.029

Glossary:

Adit - A horizontal excavation made into a hill that is usually driven for the purpose of intersecting or mining an ore body.

Arkose – a feldspar-rich sandstone.

Breccia - A rock in which angular fragments are surrounded by a mass of fine-grained minerals.

Chloritization – The conversion of or replacement by chlorite.

Cutoff grade: The lowest grade of uranium ore, in percent U3O8, at a minimum specified thickness that can be mined at a specified cost.

Diamond Drilling – a type of rotary drilling in which diamond bits are used as the rock-cutting tool to produce a recoverable drill core sample of rock for observation and analysis.

Electro-magnetic (“EM”) Survey - A geophysical survey method which measures the electromagnetic properties of rocks.

Fault – a fracture or break in rock along which there has been movement.

Fluvial: Of or pertaining to a river or rivers

Gamma Log - A type of survey that records the amount of radiation in the surrounding rock.

Geophysical Survey - A scientific method of prospecting that measures the physical properties of rock formations. Common properties investigated include magnetism, specific gravity, electrical conductivity and radioactivity.

Grade GT - A factor used in the method to determine the contained resource of uranium deposits.  The number of cubic feet that comprise 1 ton of ore is multiplied by the cut-off grade to obtain the GT (grade in %U3O8 times thickness in ft).

Granite - any holocrystalline, quartz-bearing plutonic rock.

Hematite - An oxide of iron, and one of iron’s most common ore minerals.

Ignimbrite - The rock formed by the widespread deposition and consolidation of ash flows.

In Situ leach mining (ISL): The recovery through chemical leaching of uranium from an ore body without physical extraction of the ore from the ground: also referred to as "solution mining."

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Lense - A body of ore that is thick in the middle and tapers towards the ends.

National Instrument 43-101 (NI 43-101) – A rule developed by the Canadian Securities Administrators (CSA) and administered by the provincial securities commissions in Canada that governs how issuers disclose scientific and technical information about their mineral projects to the public. It covers oral statements as well as written documents and websites. It requires that all disclosure be based on advice by a "qualified person" and in some circumstances that the person be independent of the issuer and the property.

A qualified person (QP) as defined in NI 43-101 as an individual who:

a)

is an engineer or geoscientist with at least five years of experience in mineral exploration, mine development or operation or mineral project assessment, or any combination of these;

b)

has experience relevant to the subject matter of the mineral project and the technical report; and

c)

is a member in good standing of a professional association.

Pyroclastic - Produced by explosive or aerial ejection of ash, fragments, and glassy material from a volcanic vent. Applied to the rocks and rock layers as well as to the textures so formed.

Roll Front Deposit - A sandstone uranium deposits formed in an aquifer through which uranium bearing groundwater flows. The uranium and other metals dissolved in the ground water precipitate out of the ground water and forms a uranium deposit. Roll front deposits are most typically mined by in-situ methods.

Sandstone - A medium-grained sedimentary rock composed of abundant rounded or angular fragments of sand size set in a fine-grained matrix and more or less firmly united by a cementing material

Syncline - A down-arching fold in bedded rocks

Tuff - A general term for all consolidated pyroclastic rocks.

U3O8 - Triuranium Octaoxide, the oxide form of uranium that is the most common chemical form found in nature and is commercially mined for its uranium metal content.

Yellowcake: A natural uranium concentrate that takes its name from its color and texture. Yellowcake typically contains 70 to 90 percent U3O8 by weight. It is used as feedstock for uranium fuel enrichment and fuel pellet fabrication.

5

INTRODUCTION

Strathmore Minerals Corp. is organized under the laws of British Columbia, Canada.  In this Registration Statement, the “Company”, “The Company”, "we," "our" and "us" refer to Strathmore Minerals Corp. (unless the context otherwise requires).  We refer you to the actual corporate documents for more complete information than may be contained in this Registration Statement.  Our principal corporate offices are located at 700 – 1620 Dickson Ave, Kelowna, British Columbia, Canada V1Y 9Y2.  Our telephone number is 800-647-3303.

BUSINESS OF STRATHMORE MINERALS CORP.

Strathmore Minerals Corp. (the “Company") is a mineral exploration company.  Its main focus is on property interests, which may contain economic reserves of uranium. The property interests in which the Company has an interest or the right to acquire an interest are currently in the exploration stage.

There are no known proven reserves of minerals on the Company’s property interests.  The Company does not have any commercially producing mines or sites, nor is the Company in the process of developing any commercial mines or sites.  The Company has not reported any revenue from operations since incorporation.  As such, the Company is defined as an “exploration-stage company”.

FINANCIAL AND OTHER INFORMATION

In this Registration Statement, unless otherwise specified, all dollar amounts are expressed in Canadian Dollars (“CDN$” or “$”).  The Government of Canada permits a floating exchange rate to determine the value of the Canadian Dollar against the U.S. Dollar (US$).

FORWARD-LOOKING STATEMENTS

Certain statements in this document constitute “forward-looking statements”. Some, but not all, forward-looking statements can be identified by the use of words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” and “intend,” statements that an action or event “may,” “might,” “could,” “should,” or “will” be taken or occur, or other similar expressions. Although the Company has attempted to identify important factors that could cause actual results to differ materially from expected results, such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Registrant, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors inclu de, among others, the following risks: the risks associated with outstanding litigation, if any, risks associated with project development; the need for additional financing; operational risks associated with mining and mineral processing; fluctuations in metal prices; title matters; uncertainties and risks related to carrying on business in foreign countries; environmental liability claims and insurance; reliance on key personnel; the potential for conflicts of interest among certain officer, directors or promoters of the Registrant with certain other projects; the absence of dividends; currency fluctuations; competition; dilution; the volatility of the Registrant’s common share price and volume; and tax consequences to U.S. Shareholders. We are obligated to keep our information current and revise any forward-looking statements because of new information, future events or otherwise.

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PART I

ITEM 1.  IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

1.A.1.  Directors

Table No. 1 lists as of 2/15/2007 the names of the Directors of the Company.

Table No. 1

Directors

______________________________________________________________________________

______________________________________________________________________________

Name	Age	Date First Elected of Appointed
Michael Halvorson     (1)	57	December 23, 1996
Dr. Dieter Krewedl     (1)	62	January 14, 2005
Devinder Randhawa     (1)	44	October 18, 1996
David Miller	54	June 8, 2006
Ray Larson	67	December 20, 2006

(1)

Member of Audit Committee.

______________________________________________________________________________

______________________________________________________________________________

1.A.2.  Senior Management

Table No. 2 lists, as of 2/15/2007, the names of the Senior Management of the Company.  The Senior Management serves at the pleasure of the Board of Directors.

Table No. 2

Senior Management

______________________________________________________________________________

______________________________________________________________________________

Name	Age	Date First Elected of Appointed
Devinder Randhawa, Chairman and Chief Executive Officer	45	July 3, 2002
David Miller, President and Chief Operating Officer	54	October 26, 2005
Bob Hemmerling, Corporate Secretary	46	January 23, 2004
Patrick Groening, Chief Financial Officer	35	April 27, 2005
Stephen Khan, Executive Vice President	49	November 25, 2003
Mr. John De Joia, Vice President of Technical Services	58	March 15, 2005
Mr. Juan Velasquez, Vice President of environmental and Regulatory Affairs	56	March 15, 2005

______________________________________________________________________________

______________________________________________________________________________

Mr. Randhawa’s business functions, as Chairman and Chief Executive Officer, include strategic planning, business development, operations, liaison with auditors-accountants-lawyers-regulatory authorities-financial community and shareholders.

Mr. Miller’s business functions, as President of the Company, include strategic planning, business development, operations, financial administration, accounting, liaison with auditors-accountants-lawyers-regulatory authorities-financial community/ shareholders; and preparation/payment/organization of the expenses/taxes/ activities of the Company, and reporting to the Board of Directors.

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Mr. Hemmerling’s business functions, as Corporate Secretary, include attending and be the secretary of all meetings of the Board, shareholders and committees of the Board and shall entering or causing to be entered in records kept for that purpose minutes of all proceedings thereat; gives or causes to be given, as and when instructed, all notices to shareholders, Directors, officers, auditors and members of committees of the Board; is the custodian of the stamp or mechanical device generally used for affixing the corporate seal of the Company and of all books, records and instruments belonging to the Company, except when some other officer or agent has been appointed for that purpose; and in the future can have such other powers and duties as the Board of the chief executive officer may specify.  Mr. Hemmerling may delegate all or part of his duties as Corporate Secretary to a nominee from time to time.

Mr. Groening’s business functions, as Chief Financial Officer, include financial administration; accounting and financial statements; liaison with auditors, accountants, and financial community/shareholders; and preparation/ payment/organization of the expenses/taxes/activities of the Company.  He assists in ensuring the Company’s compliance with all statutory and regulatory compliance.

Mr. De Joia’s business functions, as Vice President of Technical Services, include reviewing the property interests held by the Company. This includes taking part in feasibility studies, permitting and licensing applications, environmental studies and assessments.

Mr. Velasquez’s business functions, as Vice President of Environmental and Regulatory Affairs, include taking part in feasibility studies, permitting and licensing applications, environmental studies and assessments. They also include liaising with regulatory authorities and providing advice to the Company on lobbying efforts necessary to advance uranium mining and nuclear energy worldwide.

1.B.  Advisors   

       ---No Disclosure Necessary ---

1.C.  Auditors

The Company’s auditors for its financial statements for each of the preceding eight years was Davidson & Company LLP, Chartered Accountants, 1200 – 609 Granville Street, Vancouver, British Columbia, Canada V7Y 1G6.  They are members of the British Columbia Institute of Chartered Accountants.

ITEM 2.  OFFER STATISTICS AND EXPECTED TIMETABLE.

         --- No Disclosure Necessary ---

ITEM 3.  KEY INFORMATION.

3.A.1.  Selected Financial Data

3.A.2.  Selected Financial Data

The selected financial data of the Company for the fiscal years ended December 31^st 2005/2004/2003/2002/2001/2000/1999/1998/1997 were derived from the financial statements of the Company that have been audited by Davidson & Company LLP, independent Chartered Accountants, as indicated in their audit report which is included elsewhere in this Registration Statement.

The selected financial data should be read in conjunction with the financial statements and other financial information included elsewhere in the Registration Statement.

The Company has not declared any dividends since incorporation and does not anticipate that it will do so in the foreseeable future.  The present policy of the Company is to retain all available funds for use in its operations and the expansion of its business.

Table No. 3 is derived from the financial statements of the Company, which have been prepared in accordance with Canadian Generally Accepted Accounting Principles (GAAP) and Canadian/USA Generally Accepted Auditing Standards (GAAS).  All material numerical differences between Canadian GAAP and US GAAP, as applicable to the Company, are described in footnotes to the financial statements.

8

Table No. 3

Selected Financial Data

(Cdn$ in 000, except per share data)

	Fiscal Year Ended 12/31/05	Fiscal Year Ended 12/31/04	Fiscal Year Ended 12/31/03
Canadian GAAP
Revenue	Nil	Nil	Nil
Income (Loss) for the period	($1,623)	($1,994)	($433)
Basic Income (Loss) Per Share	($0.03)	($0.08)	($0.05)
Dividends Per Share	Nil	Nil	Nil
Wtg. Avg. Shares (000)	53,550	26,140	8,346
Period-end Shares (000)	55,756	36,241	14,158
Working Capital	$21,226	$9,056	$1,030
Mineral Property interests	$9,151	$2,856	$207
Long-Term Debt	Nil	Nil	Nil
Capital Stock	$41,300	$23,457	$12,625
Shareholders’ Equity	$30,585	$11,983	$1,243
Total Assets	$30,771	$12,057	$1,291
US GAAP
Net Loss	($5,513)	($3,622)	($531)
Loss Per Share	($0.10)	($0.14)	($0.06)
Mineral Property Interests	$3,522	$1.022	Nil
Shareholders’ Equity	$24,956	$10,148	$1,036
Total Assets	$25,142	$10,223	$1,084

Table No. 3a

Selected Financial Data

(Cdn$ in 000, except per share data)

	Year Ended 12/31/02	Year Ended 12/31/01	Year Ended 12/31/00	Year Ended 12/31/99	Year Ended 12/31/98	Year Ended 12/31/97
Canadian GAAP
Revenue	Nil	Nil	Nil	Nil	Nil	Nil
Income (Loss) for the period	($1,159)	($291)	($399)	($1,680)	($1,315)	($1,412)
Basic Income (Loss) Per Share	($0.17)	($0.05)	($0.10)	($0.47)	($0.44)	($0.20)
Dividends Per Share	Nil	Nil	Nil	Nil	Nil	Nil
Wtg. Avg. Shares  (000)	6,961	5,630	4,083	3,609	2,980	2,016
Period-end Shares (000)	8,047	5,802	4,150	3,990	3,416	2,545
Working Capital (deficiency)	($31)	($87)	$69	($118)	$175	$1,080
Mineral Property interests	$109	$976	$874	$967	$1,692	$800
Long-Term Debt	Nil	Nil	Nil	Nil	$24	$30
Capital Stock	$11,612	$11,182	$10,767	$10,647	$10,038	$8,675
Shareholders’ Equity	$86	$924	$1,016	$970	$2,040	$1,993
Total Assets	$136	$1,018	$1,068	$1,092	$2,414	$2,097
US GAAP
Net Loss	($291)	($497)	($306)	($1,056)	($2,380)	($2,227)
Loss Per Share	($0.04)	($0.09)	($0.08)	($0.30)	($0.82)	($1.15)
Mineral Property interests	Nil	Nil	Nil	Nil	Nil	Nil
Shareholders’ Equity (Deficiency)	($23)	($52)	$142	$3	$349	$1,193
Total Assets	$27	$42	$194	$126	$722	$1,297

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Table No. 3b

Selected Financial Data

(CDN$ in 000, except per share data)

	Nine Months Ended 9/30/06	Nine Months Ended 9/30/05
Canadian GAAP
Revenue	Nil	Nil
Income (Loss) for the period	($1,544)	($1,162)
Basic Income (Loss) Per Share	($0.02)	($0.02)
Dividends Per Share	Nil	Nil
Wtg. Avg. Shares  (000)	65,033	47,643
Period-end Shares  (000)	69,472	52,291
Working Capital	$34,254	$22,123
Mineral Property interests	$7,829	$4,957
Long-Term Debt	Nil	Nil
Capital Stock	$66,661	$39,287
Shareholders’ Equity	$51,423	$29,290
Total Assets	$52,011	$29,432
US GAAP
Net Loss	($6,986)	($2,668)
Loss Per Share	($0.11)	($0.06)
Mineral Property interests	$6,751	$3,107
Shareholders’ Equity	$41,373	$25,169
Total Assets	$41,962	$25,583

3.A.3.  Exchange Rates

In this Registration Statement, unless otherwise specified, all dollar amounts are expressed in Canadian Dollars (CDN$).  The Government of Canada permits a floating exchange rate to determine the value of the Canadian Dollar against the U.S. Dollar (US$).

Table No. 4 sets forth the exchange rates for the Canadian Dollar at the end of the fiscal years ended 12/31/97 thru 12/31/06; the end of the latest nine month interim periods ended 9/30/2006 and 9/30/2005; and, the last eight monthly periods. The average rates for the annual and nine month periods, and the range of high and low rates for all the periods.  

For purposes of this table, the rate of exchange means 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.  The table sets forth the number of Canadian Dollars required under that formula to buy one U.S. Dollar.  The average rate means the average of the exchange rates on the last day of each month during the period.

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Table No. 4

U.S. Dollar/Canadian Dollar

______________________________________________________________________________

______________________________________________________________________________

Period	Average	High	Low	Close
January 2007		$1.19	$1.16	$1.19
December 2006		1.17	1.14	1.17
November 2006		1.15	1.13	1.14
October 2006		1.14	1.12	1.12
September 2006		1.13	1.11	1.12
August 2006		1.13	1.11	1.11
July 2006		1.14	1.11	1.13
June 2006		1.12	1.10	1.12
Nine Months Ended 9/30/2006	1.13	1.17	1.10	1.12
Nine Months Ended 9/30/2005	1.22	1.26	1.16	1.24
Fiscal Year Ended 12/31/2006	1.15	1.17	1.10	1.17
Fiscal Year Ended 12/31/2005	1.22	1.27	1.15	1.17
Fiscal Year Ended 12/31/2004	1.30	1.39	1.18	1.19
Fiscal Year Ended 12/31/2003	1.39	1.58	1.29	1.29
Fiscal Year Ended 12/31/2002	1.57	1.61	1.51	1.58
Fiscal Year Ended 12/31/2001	1.55	1.60	1.49	1.59
Fiscal Year Ended 12/31/2000	1.50	1.56	1.44	1.50
Fiscal Year Ended 12/31/1999	1.49	1.53	1.44	1.44
Fiscal Year Ended 12/31/1998	1.40	1.46	1.34	1.42
Fiscal Year Ended 12/31/1997	1.39	1.45	1.35	1.43

______________________________________________________________________________

______________________________________________________________________________

3.B.  Capitalization and Indebtedness

Table No. 5 sets forth the capitalization and indebtedness of the Company as of 1/31/2007.

Table No. 5

Capitalization and Indebtedness

January 31, 2007

______________________________________________________________________________

______________________________________________________________________________

Designation of Security	Amount Authorized	Amount Outstanding as of January 31, 2007
Common Shares	Unlimited	70,949,380 shares
Common Share Purchase Warrants		1,346,900 warrants
Common Share Options		3,990,000 options
Long Term Debt		$0
Long Term Liabilities		$0

______________________________________________________________________________

______________________________________________________________________________

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3.C.  Reasons For The Offer And Use Of Proceeds

      --- No Disclosure Necessary ---

3.D.  Risk Factors

Risks Associated with Resource Exploration:

Cumulative Unsuccessful Exploration Efforts By Strathmore Personnel Could Result In Strathmore Having to Cease Operations:

The expenditures to be made by the Company in the exploration of its mineral property interests as described herein may not result in discoveries of mineralized material in commercial quantities.  Most exploration projects do not result in the discovery of commercially mineable ore deposits and this occurrence could ultimately result in The Company having to cease operations.

Strathmore Has No Reserves on the Property interests in Which It Has an Interest and If Reserves Are Not Defined Strathmore Could Have to Cease Operations:

The property interests in which the Company has an interest or the concessions in which it has the right to earn an interest are in the exploratory stage only and are currently without a known body of commercially recoverable ore. If the Company does not ultimately define an economically mineable body of ore, it would have to cease operations.    

Mineral Prices May Not Support Corporate Profit for Strathmore:

The resource exploration industry is intensely competitive and even if commercial quantities of mineral resources are developed (which is not guaranteed), a profitable market may not exist for the sale of same. If a profitable market does not exist, the Company could have to cease operations.  

The Mining Industry is Highly Competitive

The Company will be required to compete in the future directly with other corporations that may have greater resources.  Such corporations could outbid the Company for potential projects or produce minerals at lower costs which would have a negative effect on the Company’s operations.

Operating Hazards and Risks Associated with the Mining Industry Could Result in Strathmore Having to Cease Operations:      

Resource exploration activities generally involve a high degree of risk.  Hazards such as unusual or unexpected formations and other conditions are involved.  Operations in which the Company has a direct or indirect interest will be subject to all the hazards and risks normally incidental to exploration, development and production of precious and base metals, any of which could result in work stoppages, damage to or destruction of exploration facilities, damage to life and property, environmental damage and legal liability for any or all damage.  The Company may become subject to liability for cave-ins and other hazards for which it cannot insure or against which it may elect not to insure where premium costs are disproportionate to the Company’s perception of the relevant risks.  The payment of such insurance premiums and of such liabilities would reduce the funds available for exploration activities and could force the Company to cease operations .

The Company is Subject to Substantial Government Regulatory Requirements

The Company’s exploration operations are affected to varying degrees by government regulations relating to resource operations, the acquisition of land, pollution control and environmental protection, safety, production and expropriation of property.  Changes in these regulations or in their application are beyond the control of the Company and may adversely affect its operations, business and results of operations.  Failure to comply with the conditions set out in any permit or failure to comply with the applicable statutes and regulations may result in orders to cease or curtail operations or to install additional equipment.  The Company may be required to compensate those suffering loss or damage by reason of its operating or exploration activities. Operations may be affected in varying degrees by government regulations with respect to restrictions on production, price controls, export controls, foreign exchange controls, income taxes, expropriation of property, environmental legislation and mine safety.

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On the Federal, Provincial and State level, the Company must comply with exploration permitting requirements which require sound operating and reclamation plans to be approved by the applicable government body prior to the start of exploration. Depending upon the type and extent of the exploration activities, the Company may be required to post reclamation bonds and/or assurances that the affected areas will be reclaimed. If the reclamation requires funds in addition to those already allocated, the Company could be forced to pay for the extra work and it could have a significant negative effect upon the Company’s financial position and operations.

Risks Associated with the Financing Requirements of the Company

Strathmore Has Minimal Positive Cash Flow and No Recent History of Significant Earnings and Is Dependent Upon Public and Private Distributions of Equity to Obtain Capital in Order to Sustain Operations. Public distributions of capital result in dilution to existing shareholders:

None of the Company’s property interests have advanced to the commercial production stage and the Company has no history of earnings or positive cash flow from operations. The Company does not know if it will ever generate material revenue from mining operations or if it will ever achieve self-sustaining commercial mining operations. Historically, the only source of funds available to the Company has been through the sale of its common shares. Any future additional equity financing would cause dilution to current stockholders.

The Company currently has 3,990,000 share purchase options outstanding and 1,346,900 share purchase warrants outstanding. If all of the share purchase warrants and share purchase options were exercised, the number of common shares issued and outstanding would increase from 70,949,380 (as of January 31, 2007) to 76,286,280. This represents an increase of 7.52% in the number of shares issued and outstanding and would result in dilution to current shareholders.

The Amount of Capital Necessary to Meet All Environmental Regulations Associated with the Exploration Programs of Strathmore Could Be In An Amount Great Enough to Force Strathmore to Cease Operations:

The current and anticipated future operations of the Company, including further exploration activities require permits from various Canadian, U.S. and Peruvian federal, provincial, state and local governmental authorities.   Such operations are subject to various laws governing land use, the protection of the environment, production, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, mine safety and other matters. Unfavorable amendments to current laws, regulations and permits governing operations and activities of resource exploration companies, or more stringent implementation thereof, could have a materially adverse impact on the Company and cause increases in capital expenditures which could result in a cessation of operations by the Company.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions there under, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. Parties engaged in resource exploration may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violation of applicable laws or regulations. Large increases in capital expenditures resulting from any of the above factors could force the Company to cease operations.

Risks Relating to an Investment in the Securities of the Company

Strathmore is Dependent on Key Personnel and the Absence of Any of These Individuals Could Result in Strathmore Having to Cease Operations:

While engaged in the business of exploiting mineral property interests, the nature of the Company’s business, its ability to continue its exploration of potential exploration projects, and to develop a competitive edge in the marketplace, depends, in large part, on its ability to attract and maintain qualified key management personnel.  Competition for such personnel is intense and the Company may not be able to attract and retain such personnel.  The Company’s growth will depend, on the efforts of its Senior Management, particularly its Chairman and CEO, Dev Randhawa; it’s President and COO, David Miller; and, it’s Corporate Secretary, Mr. Bob Hemmerling. The Company also relies on Mr. Robert Quartermain, a member of the Executive Advisory Board, and Dr. Dieter Krewedl, a member of the Board of Directors for advice pertaining to exploration work. In the area of capital issues, the Company relies on Steven Khan because of his expertise in this area. Loss of these individuals could have a material adverse effect on the Company.  The Company has no key-man life insurance with the Senior Officers or the Directors.

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The Market for the Company’s Stock has Been Subject to Volume and Price Volatility which Could Negatively Effect a Shareholder’s Ability to Buy or Sell the Company’s Shares

The market for the common shares of the Company may be highly volatile for reasons both related to the performance of the Company or events pertaining to the industry (ie. mineral price fluctuation/high production costs/accidents) as well as factors unrelated to the Company or its industry.  In particular, market demand for products incorporating minerals fluctuates from one business cycle to the next, resulting in change of demand for the mineral and an attendant change in the price for the mineral.  The Company’s common shares can be expected to be subject to volatility in both price and volume arising from market expectations, announcements and press releases regarding the Company’s business, and changes in estimates and evaluations by securities analysts or other events or factors.  In recent years the securities markets in the United States and Canada have experienced a high level of price and volume volatility, and the market price of securit ies of many companies, particularly small-capitalization companies such as the Company, have experienced wide fluctuations that have not necessarily been related to the operations, performances, underlying asset values, or prospects of such companies.  For these reasons, the price of the Company’s common shares can also be expected to be subject to volatility resulting from purely market forces over which the Company will have no control.  Further, despite the existence of a market for trading the Company’s common shares in Canada, stockholders of the Company may be unable to sell significant quantities of common shares in the public trading markets without a significant reduction in the price of the stock.

Broker-Dealers May Be Discouraged From Effecting Transactions In Our Common Shares Because They Are Considered Penny Stocks And Are Subject To The Penny Stock Rules

The Company’s stock is subject to “penny stock” rules as defined in 1934 Securities and Exchange Act rule 3a51-1.  The Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks.  The Company’s common shares are subject to these penny stock rules. Transaction costs associated with purchases and sales of penny stocks are likely to be higher than those for other securities.  Penny stocks generally are equity securities with a price of less than U.S. $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).  

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market.  The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account.  The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction.  These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the Company’s common shares in the United States and shareholders may find it more difficult to sell their shares.

U.S. Investors May Not Be Able to Enforce Their Civil Liabilities Against Us or Our Directors, Controlling Persons and Officers

It may be difficult to bring and enforce suits against the Company.  The Company is a corporation incorporated in the province of British Columbia under the British Columbia Corporations Act.  A majority of the Company's directors are residents of Canada, and a substantial portions of their assets are located outside of the United States, predominately in Canada.  As a result, it may be difficult for U.S. holders of our common shares to effect service of process on these persons within the United States or to realize in the United States upon judgments rendered against them.  In addition, a shareholder should not assume that the courts of Canada (i) would enforce judgments of U.S. courts obtained in actions against us or such persons predicated upon the civil liability provisions of the U.S. federal securities laws or other laws of the United States, or (ii) would enforce, in original actions, liabilities against us or such persons predicated upo n the U.S. federal securities laws or other laws of the United States.

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However, U.S. laws would generally be enforced by a Canadian court provided that those laws are not contrary to Canadian public policy, are not foreign penal laws or laws that deal with taxation or the taking of property by a foreign government and provided that they are in compliance with applicable Canadian legislation regarding the limitation of actions.  Also, a Canadian court would generally recognize a judgment obtained in a U.S. Court except, for example:

  a)

where the U.S. court where the judgment was rendered had no jurisdiction according to applicable Canadian law;

  b)

the judgment was subject to ordinary remedy (appeal, judicial review and any other judicial proceeding which renders the judgment not final, conclusive or enforceable under the laws of the applicable state) or not final, conclusive or enforceable under the laws of the applicable state;

  c)

the judgment was obtained by fraud or in any manner contrary to natural justice or rendered in contravention of fundamental principles of procedure;

  d)

a dispute between the same parties, based on the same subject matter has given rise to a judgment rendered in a Canadian court or has been decided in a third country and the judgment meets the necessary conditions for recognition in a Canadian court;

  e)

the outcome of the judgment of the U.S. court was inconsistent with Canadian public policy;

f)

the judgment enforces obligations arising from foreign penal laws or laws that deal with taxation or the taking of property by a foreign government; or

g)

there has not been compliance with applicable Canadian law dealing with the limitation of actions.

As a "foreign private Company”, Strathmore is exempt from the Section 14 proxy rules and Section 16 of the 1934 Securities Act May Result in Shareholders Having Less Complete and Timely Data

The submission of proxy and annual meeting of shareholder information (prepared to Canadian standards) on Form 6-K may result in shareholders having less complete and timely data.  The exemption from Section 16 rules regarding sales of common shares by insiders may result in shareholders having less data.

ITEM 4.  INFORMATION ON THE COMPANY

4.A. History and Development of the Company

Introduction

The Company is engaged in the acquisition and exploration of mineral resource property interests with a particular emphasis on uranium exploration. The property interests in which the Company has an interest or the right to acquire on interest are all currently in the exploration stage and there is no guarantee that an economic ore body will ever be discovered.

The Company’s executive office is located at:

 700 – 1620 Dickson Ave, Kelowna, B.C. Canada V1Y 9Y2

 Telephone: (800) 647-3303

 Facsimile: (604) 868-8493

 e-mail: Bob@rdcapital.com

The contact person is:

  Mr. Robert Hemmerling, Corporate Secretary

The Company’s registered office is located at:

 700 – 595 Howe Street, Vancouver, B.C. Canada V6C 2T5

 Telephone: (604) 687-2923

 Facsimile: (604) 687-5960

The Company's fiscal year ends December 31st.

The Company's common shares trade on the TSX Venture Exchange under the symbol “STM”.

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The Company has an unlimited number of no par common shares authorized. At 12/31/2005, the end of the Company's most recent fiscal year, there were 55,755,514 common shares issued and outstanding.  At 1/31/2007, there were 70,949,380 common shares issued/outstanding.

In this Registration Statement, unless otherwise specified, all dollar amounts are expressed in Canadian Dollars (CDN$).

Proposed Corporate Reorganization

Strathmore currently has mineral exploration property interests located in Canada, the United States and Peru. The Company has recently proposed to reorganize its mineral property interests by transferring all of its Canadian mineral properties and a portion of its cash into a new exploration company pursuant to a plan of arrangement. Strathmore would continue to hold the United States and Peruvian assets. Immediately following such arrangement, Strathmore's shareholders, other than any dissenting shareholders, would be issued shares in the new exploration company, so that collectively, they would own all of the new company's shares which would seek a listing on the TSX Venture Exchange. This reorganization is designed to improve the identification and valuation of specific Strathmore properties, to enhance Strathmore's ability to divest specific properties through simpler corporate ownership, to enter into strategic joint venture agreements, and to enable Strathmore to se parately finance and develop its various uranium property assets. The proposed reorganization is subject to shareholder approval by resolution approved by not less than 66-2/3 per cent of the votes cast and Strathmore expects to present the matter to shareholders at a special meeting. The reorganization is also subject to approval by the British Columbia Supreme Court, negotiation of definitive agreements, acceptance by the TSX Venture Exchange and other regulatory approvals.

History and Development

The Company was incorporated by memorandum and articles pursuant to the Company Act (British Columbia) on April 16, 1987 under the name 325240 B.C. Ltd. On July 28, 1988, the Company changed its name to Achievers Media Corporation and was continued under the Canada Business corporations Act. The Company was extra-provincially registered in British Columbia effective September 29, 1988.  The Company was listed on the TSX Venture Exchange on September 26, 1989. On November 2, 1992, the TSX Venture Exchange declared the Company inactive. On November 6, 1992, the Company changed its name to The Achievers Training Group Inc. and consolidated it share capital on the basis of one new share for every five existing shares. On May 5, 1993, the Company was continued into British Columbia, and the British Columbia Registrar of Companies issued a Certificate of Continuation under the Company Act on June 21, 1993, at which time the Company changed its name to Rockwealth Internation al Resource Corp.  On June 25, 1993, the TSX Venture Exchange removed the Company’s inactive designation. On August 7, 1996 the Company changed its name to Strathmore Resources Ltd. On September 19, 2000, the Company changed its name to Strathmore Minerals Corp. and consolidated its share capital on a five old for one new basis.

Financings  

The Company has financed its operations through funds raised in public and private placements of common shares and the exercise of stock options and warrants. Table No. 6 details the issuances of common shares since 1997.

Table No. 6

Common Stock Share Issuances

Fiscal Year	Nature of Share Issuance	Number of Shares	Capital
1997	Exercise of share purchase options	60,500	$198,925
	Exercise of share purchase warrants	118,055	$300,737
	Private Placement (1)	80,000	$740,000
	Private Placement (2)	20,000	$63,000
	Exercise of Agent’s Special Warrants (3)	27,170	$61,750
	Mineral Property Purchases (4)	45,712	$225,250
	Payment of Finder’s Fees (5)	4,600	$14,950
	Exercise of Special Warrants (6)	660,000	$1,369,836
	Exercise of Agent’s Warrants (7)	41,400	Nil

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1998	Private Placement (8)	431,091	$916,072
	Private Placement (9)	300,000	$337,500
	Exercise of share purchase options (10)	130,000	$136,500
	Mineral Property Purchase (11)	9,240	$39,100
1999	Private Placement (12)	262,400	$262,400
	Exercise of share purchase options (13)	60,400	$63,420
	Exercise of share purchase warrants (14)	251,200	$283,800
2000	Private Placement (15)	160,000	$120,000
2001	Private Placements (16)	1,620,000	$414,600
2002	Private Placements (17)	550,000	$110,000
	Private Placements (18)	1,535,000	307,000
	Finder’s Fee on Mineral Property Acquisition	60,000	$13,200
2003	Private Placement (19)	2,222,229	$400,000
	Private Placement (20)	3,000,000	$750,000
	Exercise of share purchase options	454,000	$68,100
	Exercise of share purchase warrants	435,000	$108,750
	Acquisition of mineral property (21)	100,000	$56,000
2004	Private Placement(22)	4,767,444	$1,287,210
	Private Placement (23)	1,501,334	$900,800
	Private Placement (24)	3,436,167	$2,061,700
	Private Placement (25)	2,857,143	$2,000,000
	Private Placement (26)	2,000,000	$2.000,000
	Exercise of share purchase warrants	6,208,392	$2,656,557
	Exercise of share purchase options	250,000	$79,698
	Acquisition of mineral property interests	550,000	$757,500
2005	Private Placement (27)	543,000	$1,058,850
	Private Placement (28)	10,000,000	$15,000,000
	Private Placement (29)	114,286	$200,000
	Exercise of share purchase warrants	7,082,971	$4,280,507
	Exercise of share purchase options	887,000	$466,080
	Acquisition of mineral property interests	1,400,000	$2,377,750
2006	Exercise of share purchase warrants	8,340,084	$11,610,850
	Exercise of share purchase options	2,370,000	$1,930,800
	Private Placement (30)	3,265,950	$8,699,795
	Acquisition of mineral property interests	900,000	$2,207,000

*Share amounts for the period prior to September 19, 2000 have been adjusted to reflect a 1 for 5 reverse split.

Share transactions of the Company are as follows:

(1)

The Company issued 80,000 units at a price of $9.25 per unit. Each unit consisted of one common share and one common share purchase warrant. Each warrant was convertible into an additional common share at a price of $9.25 until 12/26/98 and at a price of $10.65 until 12/26/99.

(2)

The Company issued 20,000 units at a price of $3.15 per unit. Each unit consisted of one common share and one common share purchase warrant. Each warrant was convertible into an additional common share at a price of $3.15 until 8/13/98 and at a price of $3.65 until 8/13/99.

(3)

Issued common shares to an agent pursuant to the Company’s 1996 private placement of 3,000,000 special warrants.

(4)

These shares were issued in payment for the San Rafael River property interests; the Hot Rock property interests; and the Rio Puerco and Apex property interests.

(5)

Issued for finder’s fees pursuant to the private placement described in (1) above.

(6)

Converted 660,000 special warrants issued in 1996 into units of the Company. Each unit consisted of 1.1 common shares and 1.1 common share purchase warrants, each warrant entitling the holder to acquire one additional common share of the Company for a period of two years at a price of $2.50 in the first year and $2.90 in the second.

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(7)

Issued on the exercise of agent’s warrants described in (3).  

(8)

The Company issued 431,091 units at a price of $2.125 per unit. Each unit consisted of one common share and one common share purchase warrant. Each Warrant allowed the holder to purchase one additional common share at a price of $2.125 until 1/19/99 and at a price of $2.50 until 1/19/00.

(9)

The Company issued 300,000 units at a price of $1.125 per unit. Each unit consisted of one common share and one common share purchase warrant. Each warrant allowed the holder to purchase one additional common share for $1.125 until 9/9/99 and at a price of $1.30 until 9/9/00.

(10)

Issued on the exercise of share purchase options by Directors, Officers and Consultants of the Company at a cost of $1.05 per share.

(11)

These shares were issued in payment for the San Rafael River property interests; the Hot Rock property interests; and, the Aurora property.

(12)

The Company issued 262,400 units at a price of $1.00 per unit. Each unit was convertible into one share of common stock at no additional cost.

(13)

Issued on the exercise of share purchase options by Directors, Officers and Consultants of the Company at a cost of $1.05 per share.

(14)

These share purchase warrants were issued pursuant to the private placement described in (9) above.

(15)

The Company issued 160,000 shares to insiders raising $120,000.

(16)

In September 2001, the Company issued 1,620,000 units, 1,300,000 at $0.25 and 320,000 at $0.28 per unit.  Each unit consisted of one common share and one share purchase warrant. Each warrant entitled the holder to acquire one additional common share at $0.30 for the $0.25 private placement and $0.38 for the $0.28 private placement until 1/31/03. A Finder’s Fee of 32,000 units was included in this placement.

(17)

In February 2002, the Company issued 550,000 shares at $0.20 per share.

(18)

In June 2002, the Company issued 1,535,000 units at $0.20 per unit. Each unit consists of one common share and share purchase warrant. Each warrant entitled the holder to acquire one additional common share at $0.25 until 6/3/04.

(19)

In November 2003, the Company issued 2,222,229 units at $0.18 per unit. Each unit consisted of one common share and one share purchase warrant. Each warrant entitled the holder to acquire one additional common share at $0.25 until 11/24/05.

(20)

In December 2003, the Company issued 3,000,000 units at a price of $0.25 per unit. Comprised of 400,000 flow-through units and 2,600,00 non-flow-through units for total proceeds of $750,000. Each unit consisted of one flow-through or non-flow-through common share and one share purchase warrant.  Each share purchase warrant is exercisable into an additional common share at $0.35 per share until 12/17/05.

(21)

During fiscal 2003, the Company amended the terms of a lease agreement for the Chord property located in South Dakota, USA. Consideration of 100,000 shares valued at $56,000 was issued as per the terms of the amendment.

(22)

In January 2004, the Company issued 4,767,444 units at $0.27 per unit. Each unit consisted of one common share and one share purchase warrant for total proceeds of $1,287,210.  Each warrant entitles the holder to acquire one additional common share at $0.36 per share.

(23)

In February 2004, the Company issued 1,501,334 units at $0.60 per unit consisting of one common share and one share purchase warrant. Each warrant entitles the holder to acquire one additional common share at $0.76 per share expiring 2/23/06.

(24)

In April 2004, the Company issued 3,436,167 units at $0.60 per unit. Each unit consisted of one common share and one share purchase warrant. Each share purchase warrant entitles the holder to purchase one additional share for $0.76 until April 16, 2006.

(25)

In September 2004, the Company sold 2,857,143 common shares at a price of $0.70 per share.

(26)

In September 2004, the Company sold 2,000,000 common shares at a price of $1.00 per share.

(27)

On January 10, 2005, the Company announced that this private placement had closed. This financing consisted of the sale of 543,000 Flow Through shares at a price of $1.95 per Flow Through share.

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(28)

On February 23, 2005,The Company announced that this private placement had closed. It consisted of the sale of 10,000,000 units at a price of $1.50 per unit. Each unit consisted of one common share and one half share purchase warrant exercisable at $1.75 until February 21, 2006, and at $2.00 until February 21, 2007. In connection with this financing, The Company issued Agent options to purchase 1,027,180 share at a price of $1.75 until February 21, 2006 and at a price of $2.00 until February 21, 2007. The Company also paid cash commissions in the amount of $1,027,180 in conjunction with the financing.

(29)

This private placement consisted of the sale of 114,286 units at a price of $1.75 per unit. Each unit consists of one common share and one half common share purchase warrant exercisable at $2.00 per share until October 26, 2007.

(30)

This private placement consisted of the sale of 1,697,300 flow-through common shares at a price of $3.00 per flow-through share and 1,568,650 units at a price of $2.30 per unit. Each unit consisted of one common share and one-half of one common share purchase warrant. Each whole common share purchase warrant entitles the holder to acquire on common share of the company until November 9, 2007 at a price of $3.25.

Capital Expenditures

1997: $879,173 (1)

1998: $965,600 (2)

1999: $142,132 (3)

2000: $48,992  (4)

2001: $102,701 (5)

2002: $38,819  (6)

2003: $42,343  (7)                              

2004: $1,964,507 (8)

2005: $3,978,040 (9)

2006 (9 months): $5,644,683 (10)

(1)

The Company spent $100,653 on capital assets which consisted of office equipment; computer equipment; a vehicle; and, computer software. The Company also spent $67,850 on a geological database. The Company spent a total of $533,449 (cash) on mineral property acquisitions. These funds were spent on the San Rafael River property interests; the Hot Rock property interests; and, the Staked property interests. Deferred exploration costs on The Company’s mineral property interests were as follows:

	Staked Property interests	Utah Property interests	Rio Puerco Apex-Lowboy property interests
Consulting Fees	$60,356
General expenditures	$40,954	$7,831
Renewal fees	$2,936	$10,116	$13,910
Report preparation	$21,402		$1,567
Travel	$18,149

(2)

$70,935 was spent on capital assets consisting of office and computer equipment; computer software; and, vehicles. $41,720 was spent on a geological database. $88,435 (cash) was spent on mineral property acquisitions. These funds were spent on the San Rafael River property interests; the Hot Rock property interests; the Aurora property; and, the Staked property interests. Deferred exploration costs on the Company’s mineral property interests were as follows:

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	Property interests in U.S.A.(San Rafael River, Hot Rock, Aurora)	Property interests in Peru (Staked)
Accommodation and Camp Costs		$26,338
Communications		$16,257
Geological consulting fees	$96,978	$166,695
General expenditures	$9,110	$42,386
Legal fees		$29,700
Maintenance and claim fees	$131,145	$16,444
Management fees		$43,200
Report and map preparation		$14,663
Samples		$73,482
Survey	$13,349
Transportation		$33,719
Travel	$5,202	$45,842

(3)

$2,406 was spent on capital assets consisting of office equipment; computer equipment; and, vehicles. $22,218 (cash) was spent on mineral property acquisitions. These funds were spent on the Aurora property and the Staked property interests. Deferred exploration costs on the Company’s mineral property interests were as follows:

	Property interests in U.S.A. (San Rafael River, Hot Rock, Aurora)	Property interests in Peru (Staked)
Geological consulting fees	$26,961	$40,000
General expenditures	$5,271	$7,735
Maintenance and claim fees	$37,541

(4)

The Company spent $22,700 (cash) on mineral property acquisitions. These funds were spent on the Aurora property; the Chord property; and, the Staked property interests in Peru. Deferred exploration costs on The Company’s mineral property interests were as follows:

	Property interests in U.S.A (Chord and Aurora)	Property interests in Peru (Staked)
General expenditures		$12,355
Maintenance and claim fees	$12,436	$1,501

(5)

The Company spent only $241 on office equipment, which was classified as capital assets. The Company spent $38,605 (cash) on mineral property acquisitions. These funds were spent on the Aurora property, the Chord property and the Staked property interests in Peru. Deferred exploration costs on the Company’s mineral property interests were as follows:

	Property interests in U.S.A. (Chord and Aurora)	Property interests in Peru (Staked)
General expenditures		$4,992
Maintenance and claim fees	$28,929	$29,934

(6)

The Company spent $35,000 (cash) on mineral property acquisitions. These funds were spent on the Chord property. Deferred exploration costs on the Company’s mineral property interests were as follows:

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	Property interests in U.S.A. (Chord)
General expenditures	$3,819

(7)

The Company spent $42,343 (cash) on mineral property acquisitions. These funds were spent on the Athabasca property; the Chord property; the Staked property interests in Peru; and, the Comstock property. In addition, The Company spent $1,612 on “pre-acquisition property costs.

(8)

The Company spent $72,621 on equipment, $1,784,245 on mineral property costs and $107,641 on deferred exploration costs as follows:

$118,612 (Towards purchase)	Athabasca
$13,616  (Towards purchase)	Chord
$87 (Towards purchase)	Comstock
$15,792  (Towards purchase)	Dieter Lake
$38,245 (Towards purchase)	Duddridge Lake
$424,765 (Towards purchase)	New Mexico claims
$798,153 (Exploration expenses)	Canadian staked claims
$46,019  (Exploration expenses)	Peruvian staked claims
$174,516 (Towards purchase)	Wyoming claims
$154,440 (Investigation costs)	Pre-Acquisition Costs
$103,933 (Deferred Exploration Costs)	Canadian property interests
$3,708   (Deferred Exploration Costs)	U.S. property interests

(9)

The Company spent $181,217 on equipment; $513,300 on mineral property costs; and, $3,283,523 on deferred exploration costs as follows:

Canada
Airborne geophysics surveys	$1,497,325
Camp costs	$41,534
Claim fees	$38,178
Geologist’s fees and supplies	$418,162
General expenses	$16,326
Helicopter rental and equipment fees	$586,482
Lab analysis and sampling	$38,802
Reports	$21,334
Report/map preparation	$33,869
United States
Claim fees	$168,188
Geologist’s fees and supplies	$370,852
General expenses	$8,074
Reports	$3,841
Report/map preparation	$606
Peru
Camp Costs	$4,573
Claim fees	$22,165
Geologist’s fees and supplies	$129,554
General Expenses	$1,861
Report Preparation	$1,615

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(10)

The Company spent $41,979 on equipment; $339,737 on mineral property interests; and, $5,560,635 on deferred exploration costs as follows:

Canada
Airborne geophysics surveys	$1,690,728
Camp costs	$91,883
Claim fees	$160,007
Geologist’s fees and supplies	$1,325,590
General expenses	$45,410
Travel	$297,524
Helicopter rental and equipment fees	$266,335
Lab analysis and sampling	$19,990
Reports	$6,741
Report/map preparation	$46,979
United States
Claim fees	$352,244
Geologist’s fees and supplies	$933,421
General expenses	$48,860
Travel	$113,206
Helicopter rental & equipment fuel	$494
Report/map preparation	$779
Peru
Claim fees	$27,102
Geologist’s fees and supplies	$84,313
General Expenses	$33,151
Travel	$15,117
Report/Map preparation	$761

Plan Of Operations

Source of Funds for Fiscal 2007

The Company’s primary source of funds since incorporation has been through the issuance of equity.  Currently the Company does not have operating revenues, and anticipates generating no revenue during the next year.  As of 9/30/2006, the Company had working capital of $34,414,797.

Use of Funds for Fiscal 2007

During Fiscal 2007, the Company estimates that it might expend $2,000,000 on general/administrative expenses.  During Fiscal 2007 the Company estimates that it might expend $21,000,000 on property acquisition/exploration expenses.

Anticipated Changes to Facilities/Employees

The Company has no plans to add any additional personnel.  Management anticipates that any property exploration efforts will be carried out by outside contractors.

4.B.  BUSINESS OVERVIEW  

Since 1993 the Company has been exploring property interests with a primary emphasis on the search for economic deposits of uranium.

There are no known proven reserves of minerals on the Company’s property interests.  The Company does not have any commercially producing mines or sites, nor is the Company in the process of developing any commercial mines or sites.  The Company has not reported any revenue from operations since incorporation.  As such, the Company is defined as an “exploration-stage company”.

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Historical Corporate Development – January 1, 1997 to Date

During Fiscal 1997, ended 12/31/1997, the Company acquired by staking seven exploration stage property interests in the United States. Since that time all of these property interests have been abandoned by the Company because of poor exploration results.

In early fiscal 1998, the Company acquired the Aurora Property, which is located in southeastern Oregon. The Company subsequently dropped this property because of poor exploration results. In November 1998, the Company announced that it had acquired the Chord Property located in South Dakota. The Company also increased its land holdings in Peru by four square kilometers and continued exploration work on these holdings.

During Fiscal 1999, the Company engaged in exploration work on its property interests located in South Dakota, Oregon and in Peru. This work consisted general exploration work, which entailed sampling and mapping. The Company spent $69,773 on these efforts in the United States in South Dakota and Oregon. The Company spent $47,735 on these efforts in Peru.

During Fiscal 2000, the Company did not engage in any exploration work and wrote off a number of its exploration property interests in an effort to conserve cash. The Staked Property interests in South Dakota were written off in the amount of $48,730. The Company management elected to write off these property interests because, based on prior exploration work, they felt the potential for success on these property interests was considerably less than on those property interests which were retained.

On May 11, 2000, the Company, pursuant to a special resolution passed by shareholders of the company, consolidated its share capital on a five old for one new basis. At the same time the authorized capital of the Company was increased to the present amount. The name was also changed from Strathmore Resources Ltd. to Strathmore Minerals Corp.

During Fiscal 2001, the Company continued to conserve cash and, consequently, did not engage in new exploration work. Capital spent on the Company’s property interests during Fiscal 2001 consisted exclusively of maintenance and claim fees.

During Fiscal 2002, the Company wrote off the Aurora Property, located in Oregon, and allowed all of its claims located in Peru to lapse. The Aurora Property was written off because of poor exploration results and the property interests in Peru were written off in an effort to conserve capital. The amount written off associated with the Aurora Property was $98,880 and the amount written off associated with the property interests located in Peru was $605,243. This was done in a continuing effort to conserve capital. As discussed in ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS, Operating Results, Fiscal 2002 Ended 12/31/2002 versus Fiscal 2001 Ended 12/31/2001, general and administrative expenses also were reduced. The Company also entered into letters of intent to acquire options on the Wemindji East and the Portage West property interests located in Quebec, Canada. Later in the Fiscal Year, the Company elected not complete these two option agreements

In November 2003, the Company entered into an arm's-length purchase agreement to acquire a 100-per­cent interest in a Comstock polymetallic Silver-Gold property located in the Slocan Mining Division of British Columbia.

In January 2004, the Company entered into an agreement to earn a 100% interest in the Athabasca Property as described in Item 4.D. below.

In February 2004, the Company acquired a 100% interest in the Duddridge Lake property and the Dieter Lake property as described in Item 4.D. below.

In March 2004, the Company agreed to acquire the Churchrock Property (Ram Claims) and the Roco Honda property, both located in New Mexico, as described in Item 4.D. below.

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During April 2004, the Company began an exploration program, consisting of sampling and mapping, on the Macusani property in Peru. During this same period, the Company also announced that it had agreed to acquire five State of Wyoming mineral leases located in the Powder River Basin. (The Company later terminated this agreement in favor of concentrating its efforts on property interests that management felt held greater potential for discoveries of mineralization.)

In May 2004, the Company acquired the Cedar Rim Claims, located in Wyoming, as described below in Item 4.D.

In the second half of 2004, the Company formed an advisory board to add expertise in the area of uranium exploration. In July 2004, Ray Larson joined this board (before resigning upon being named a Director of Strathmore in December 2006); in August Dr. Franz J. Dahlkamp joined this board (but resigned in December 2006); in September 2004 Dr. Hans von Michaelis and Dr. Dieter A. Krewedl joined this board (Dr. Krewedl resigned upon being named a Director of Strathmore in January 2005); and, in January 2005 Robert Quartermain joined this board. (Biographies of the members of the Advisory Board are disclosed in ITEM 6. Directors, Senior Management and Employees).

On December 14, 2004, the Company announced that it had agreed to acquire a property in New Mexico called the Noserock State Lease.

Also, during December 2004, the Company applied for an additional approximately 1.9 million acres of new exploration permits, covering lands with the Athabasca Basin. The company received these permits and the total amount of land under claim permit or permit application by the Company within the Athabasca Basin grew to 2.8 million acres.

On March 3, 2005, the Company announced that it had agreed to acquire a group of property interests in Wyoming.

The Company began an exploration program on its Waterbury Lake property in April 2005. Also, later in April 2005 the Company received its mineral prospecting permits for the Davy Lake project and the Hall Lake project.

In June 2005 the Company began further exploration work on its Dieter Lake Property.  This work consisted of mapping, sampling and ground geophysical surveys.

In August 2005, the Company began full time operations at its office in Santa Fe, New Mexico. John DeJoia, Vice President of Technical Services and Juan Velasquez, Vice President of Environmental and Government Affairs manage this office. During this month, the Company also added an additional full time and four part time individuals at its exploration office located in Riverton, Wyoming.

Also, in August 2005, the Company signed a letter of intent with an unrelated public company, North American Gem, Inc. (TSX symbol: “NAG”) whereby North American Gem, Inc. could earn a 50% interest in the Company’s Hall Lake and Duddridge Lake projects. In February 2006, the Company announced that this agreement never was completed.

In November 2005, the Company added 11 State of Wyoming uranium leases and 99 mining claims totaling 9,504 acres to its property holdings in Wyoming and in February 2006 it added an additional 5,000 acres.

At the end of February 2006, the Company acquired 900,000 acres located in Alberta. The Company acquired this land by paying staking costs and committing to issue 200,000 common shares in stages over the next two years to Jody Dahrouge, an unaffiliated individual who originally acquired this acreage by staking it.

In early March 2006, the Company announced that from the exercise of share purchase warrants from an earlier private placement, it received additional capital in the amount of $7,514,815.

On March 15, 2006, the Company announced that it had begun an exploration program at its Waterbury Lake property. This program included both ground geophysics and a 3,000 meter exploratory drill program.

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On April 4, 2006, the Company announced that it had completed an independent national Instrument 43-101 compliant resource estimate for Roca Honda uranium property located in New Mexico. This new resource estimate provided an update to the previously completed independent National Instrument 43-101 technical report for Roca Honda which was filed on March 6, 2005.

On May 9, 2006, the Company announced that it had completed a private placement raising additional capital in the amount of $8,699,795.

Throughout Fiscal 2006, the Company continued to engage in exploration work at both its Waterbury Lake and Patterson Lake properties.

On July 18, 2006, the Company acquired, by staking, the Ketchum Buttes Property located in Wyoming. At the same time, the Company announced that it had acquired, by staking, an additional 640 acres in the Shirley Basin Uranium District in Wyoming.

On August 21, 2006, the Company acquired, by staking, 51 claims within the Crownpoint-Dalton Pass and Church Rock areas bringing the total amount of acres in New Mexico in which it has an interest to 17,000.

The Company began the mining permit application process for the Roca Honda property. This process included planning feasibility studies pertaining to conventional mining and milling operations; a Cultural Resource Clearance Survey; and, environmental reports. All of this work is being managed Juan Valasquez, the company’s vice President of Environmental and Regulatory Affairs and John DeJoia, the Company’s Vice President of Technical Services. Both of these individuals are based in the Company’s office located in Santa Fe, New Mexico. In November 2006, the company completed the purchase of 620 acres of land in the Ambrosia Lake district as a potential mill site for the Roca Honda project.

On August 21, 2006, the Company announced it has staked additional lands in the Grants uranium district of New Mexico. A total of 51 new claims were staked in the Crownpoint-Dalton Pass and Church Rock areas, bringing the Company’s total acreage in New Mexico to over 17,000 acres.

In November 2006, the Company announced that it had acquired through staking 1,900 acres in Wyoming known as the Jeep property and 1,700 acres in Wyoming known as the Gas Hills properties.

In January 2007, the Company signed a Letter of Intent (“LOI”) with Yellowcake Mining Inc. to form at joint-venture to develop the Baggs, Juniper Ridge project in Wyoming. Under the LOI, the Company will option an 80% interest in the Baggs properties to Yellowcake. In consideration for the option, Yellowcake will:

•

Issue nine million shares of Yellowcake to Strathmore upon closing;

•

Pay Strathmore US$100,000 upon closing, and pay US$100,000 on each anniversary date of the closing for a total of US$500,000;

•

Spend US$1.6 million per year for a period of 5 years for a total of US$8 million. Upon expending half of these funds (US$4 million), Yellowcake will have earned 50% of the optioned interest, and upon the expenditure of the additional US$4 million, will earn the additional 50% of the optioned interest (80% total).

•

Pay an NSR of 3% on the optioned portion on all future production.

Yellowcake also agreed that in consideration for an initial payment of US$25,000 upon closing, and a commitment for Yellowcake to spend US$440,000 for a minimum period of one year, Yellowcake will finance the evaluation of Strathmore’s database regarding uranium prospects in Texas. If a suitable target is identified, Yellowcake will be required to spend the necessary funds to acquire land leases, and Strathmore and Yellowcake will be 50-50 partners in the development of the identified targets resulting from the database evaluation.

On January 31, 2007, the Company announced its intention to spin-off its Canadian mineral property assets, as well as a portion of its cash, into a new exploration company. The proposed transaction would be through a Plan of Arrangement, with Strathmore continuing to hold the United States and Peruvian assets. Immediately following such arrangement, Strathmore shareholders would be issued shares in the new exploration company which will seek a listing on the TSX Venture Exchange. The proposed reorganization is subject to shareholder approval by resolution approved by not less than 66 2/3% of the votes cast at a special meeting to be announced.

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United States vs. Foreign Sales/Assets

During Fiscal 2005/2004/2003/2002/2001/2000/1999/1998/1997, the Company generated no sales revenue. During the nine month period ended 9/30/2006, the Company generated no sales revenue.

At 9/30/2006 $45,313,618 of the Company’s assets were located in Canada; $6,467,802 were located in the United States; and, $389,792 were located in Peru.

At 12/31/2005, $26,584,117 of the Company’s assets were located in Canada; $3,957,312 were located in the United States; and, $229,348 were located in Peru.

At 12/31/2004, $10,697,489 of the Company’s assets were located in Canada; $1,290,274 were located in the United States; and, $69,580 were located in Peru.

At 12/31/2003, $172,728 of the Company’s assets were located in the United States; $1,094,454 were located in Canada; and, $23,561 were located in Peru.

At 12/31/2002, $108,648 of the Company’s assets were located in the United States and $27,317 were located in Canada.

At 12/31/2001, $324,929 of the Company’s assets were located in the United States; $667,698 were located in Peru; and, $75,122 were located in Canada.

At 12/31/2000, $257,395 of the Company’s assets were located in the United States; $639,869 were located in Peru; and, $170,511 were located in Canada.

At 12/31/1999, $364,170 of the Company’s assets were located in the United States; $636,152 were located in Peru; and, $91,902 were located in Canada.

At 12/31/1998, $1,137,767 of the Company’s assets were located in the United States; $629,164 were located in Peru; and, $647,567 were located in Canada.

At 12/31/1997, $753,448 of the Company’s assets were located in the United States; $83,414 were located in Peru; and, $1,259,856 were located in Canada.

4.C. Organization Structure

The Company was incorporated by memorandum and articles pursuant to the Company Act (British Columbia) on April 16, 1987 under the name 325240 B.C. Ltd. On July 28, 1988, the Company changed its name to Achievers Media Corporation and was continued under the Canada Business Corporations Act by filing Articles of Continuance with the Director, Consumer and Corporate Corporations Act by filing Articles of Continuance with the Director, Consumer and Corporate Affairs, Canada.  The Company was extra-provincially registered in British Columbia effective September 29, 1988.  The Company was listed on the Exchange on September 26, 1989. On November 6, 1992, The Company changed its name to The Achievers Training Group Inc. and consolidated its share capital on the basis of one new share for every five existing shares.  On May 5, 1993, The Company was continued into British Columbia, and the British Columbia Registrar of Companies issued a Certificate of Continuation under the Company Act on June 21, 1993, at which time The Company changed its name to Rockwealth International Resource Corp.  On June 25, 1993, the Exchange removed the Company’s inactive designation.  On August 7, 1996, the Company changed its name to Strathmore Resources Ltd. On September 19, 2000, the Company changed its name to Strathmore Minerals Corp. and consolidated its share capital on a five old for one new basis.

The Company has two wholly owned subsidiaries;

a)

Strathmore Resources (US) Ltd., incorporated in the state of Nevada.

b)

Minera Peruran S.A., incorporated in Peru.

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4.D.  Property, Plant and Equipment

The Company’s executive offices are located in rented premises of approximately 600, sq. ft. at 700 – 1620 Dickson Avenue, Kelowna, British Columbia Canada V1Y 9Y2.  The Company began occupying these facilities in March 2007.  Monthly rent is $4,400. The Company also rents office space for development offices located in Riverton, Wyoming for monthly rent of US$900, and Santa Fe, New Mexico, for monthly rent of $445.13.

Mineral Properties

The Company’s uranium exploration property portfolio is grouped into three geographic areas: United States, Canada, and Peru.  Within these areas, the Company has further divided its properties by Province or State. The Company’s principal properties are described below:

United States Exploration Properties

State of New Mexico Projects

1.

Roca Honda Property

The Roca Honda Property is an exploration stage property without proven reserves. The Company’s interest in the Roca Honda Property stemmed from earlier exploration work, as described below, that was done in the area.

Acquisition of Interest

The Company acquired the property from David Miller through his introduction to Rio Algom Corporation.  As consideration Mr. Miller  received 150,000 shares of stock in the Company and Rio Algom was paid US$75,000 cash. The transaction is considered to be “non-arms length” as Mr. Miller currently serves as President, Chief Operating Officer and as a Director of Strathmore.

LOCATION

The Roca Honda property is located in the Ambrosia Lake District of the Grants Uranium Mineral Belt.  The property is located northeast of Grants, New Mexico in McKinley County. Access to the property is excellent with nearby paved roads and year round access.

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Land Position

The Company controls 1,840 acres consisting of 63 unpatented mining claims totaling 1,200 acres located on Federal land administered by the US Bureau of Land Management, as well as one State of New Mexico adjoining lease totaling 640 acres. The claims were originally staked June 1965 and have been continuously maintained.

Geology and Uranium Mineralization

Uranium deposits are located within the Westwater Canyon Member of the Morrison Formation of Jurassic age.  Mineralization is contained in humate rich pods similar to many other Ambrosia Lake ore deposits.  The area lies on the east flank and near the top of the San Mateo Dome which dips ESE into the McCarty’s syncline.  The average dip is 9 to 11 degrees running from section 9 to section 10.  Faulting and some folding occur in the sections.

History

The property has been continuously held since 1965.  Kerr McGee Corporation, an unaffiliated public company, controlled the property until the late 1980’s.  Rio Algom, an unaffiliated public company, purchased the property at that time and maintained the property until it was acquired by the Company.  Kerr McGee performed nearly all of the drilling on the property. In 2004, the Company purchased Rio Algom’s database which included all of Kerr-McGee and Rio Algom’s exploration data on the property.

Work performed by Kerr McGee Nuclear and Rio Algom includes over 445 drill holes totaling over 1,000,000 feet. The drill holes vary in spacing from 100 to 300 feet apart. Kerr McGee also constructed a production shaft in the southwest corner of the current property pursuant to a production plan which was never implemented due to the decline in uranium commodity prices in the late 1980’s.

Work Conducted by Strathmore

The Company reviewed all of the available exploration information on the property, and Rio Algom’s database formed the basis of an NI 43-101 complaint independent resource estimate for the property which was completed by geologist David C. Finch for the Company in March 2005 and then updated in March 2006.

Cautionary Note to U.S. Investors concerning estimates of Measured and Indicated Resources

This section uses the terms “measured” and “indicated resources”. We advise U.S. investors that while those terms are recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize them. U.S. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves.

The measured and indicated resource reported in the updated resource estimate is:

Category	Cut-off Grade (GT)	Tons	Grade U3O8 (%)	Pounds U3O8
Measured	0.6	1,305,000	0.23	6,035,000
Indicated	0.6	2,477,000	0.23	11,477,000
Total		3,782,000		17,512,000

Cautionary Note to U.S. Investors concerning estimates of Inferred Resources

This section uses the term “inferred resources”. We advise U.S. investors that while this term is recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize it. “Inferred resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian rules estimates of Inferred Mineral Resources may not form the basis of feasibility or other economic studies. U.S. investors are cautioned not to assume that part or all of an inferred resource exists, or is economically or legally mineable.  

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The inferred resource reported in the updated resource estimate is:

Category	Cut-off Grade (GT)	Tons	Grade U3O8 (%)	Pounds U3O8
Inferred	0.6	4,546,000	0.17	15,832,000

Current and Anticipated Work

The review of the historical work database identified the potential for additional uranium mineralization beyond the 200 foot drill hole radius. Exploratory drilling, as well as coring and baseline groundwater characterization activities are planned on the property for calendar 2007.

In September, the Company announced that its had initiated the mining permit application process for the Roca Honda property. As part of the permitting process, the Company acquired 620 acres of land in the Ambrosia Lake district northwest of Grants, New Mexico for the potential use as a mining and milling facility for Roca Honda uranium ore. The Ambrosia Lake property will be studied for its suitability as a mill site, including geologic and hydrologic studies to determine its ability to withstand long-term erosional stability for disposal of mill tailings.

Potential Joint-Venture

In February, the Company announced that it had granted the exclusive right to negotiate a joint-venture agreement to develop the Roca Honda project to an international diversified resource and industrial corporation. Under the terms of the exclusivity agreement, the industrial corporation will pay Strathmore US$100,000 and will have 90 days to negotiate a joint-venture agreement with Strathmore. The agreement would include all aspects of financing the development of Roca Honda, the construction of a new uranium ore processing plant and state-of-the-art mill in New Mexico, as well as the international marketing of the uranium produced.

There is no guarantee that an agreement on a joint-venture will be agreed to and signed either within the 90 day exclusivity period, or at all.

2.

The Churchrock Property  (Ram Claims) – New Mexico

The Churchrock Property, formerly known as the Ram Claims, is without proven reserves. The Company’s interest in the property stemmed from earlier exploration work, as described below, that was done in the area.

Acquisition of Interest

The Company acquired the property from David Miller through his contacts with Rio Algom Corporation, an unrelated public company.   As consideration Mr. Miller received 150,000 shares of stock in the Company and Rio Algom was paid $75,000 cash. The transaction is considered to be “non-arms length” as Mr. Miller currently serves as President, Chief Operating Officer and as a Director of Strathmore.

Location

The Chruchrock property is located in the Churchrock District of the Grants Uranium Mineral Belt .   The property is located northeast of the town of Gallup in McKinley Count y, New Mexico .. It covers approximately 640 acres of Federal minerals land administered by the U.S. Bureau of Land Management and consists of 36 unpatented mining claims, which were originally staked on October 6, 1965. Access to the property is excellent with nearby paved roads and year round access ..

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Geology and Uranium Mineralization

Uranium deposits are located within the sandstones of the Westwater Canyon Member of the Morrison Formation of Jurassic age.  Uranium mineralization occurs as north - northwest facing solution fronts and roll fronts.  There are six mineralized sandstone units in the Westwater in Section 4 - 1616.  The "C" and "F" sandstone units, middle and basal, contain 70% of the drill indicated resources. Actual surface of Section 4 - 1616 is on a dip slope of approximately 8 to 10 degrees to north. The deposits are believed to be amenable to in-situ extraction methods, and the property terrain’s slope is gentle enough so that leach fields can be laid out with only minor problems

History

The property has been continuously held since 1965.  Kerr McGee Corporation , an unrelated public company, controlled the property until the late 1980’s.  Rio Algom , an unrelated public company, purchased the property at that time and maintained the property until acquired by the Company .   A total of 165 drill holes were completed by the previous operators totaling approximately 306,000 feet. Most of the drilling was performed during the period 1967 through 1977, with additional drilling up to 1991.

Work Conducted by Strathmore

The Company reviewed all of the available exploration information on the property. Geologist David C. Finch was retained by the Company to prepare an NI 43-101 complaint independent resource estimate for the property which was completed in December 2005.

Cautionary Note to U.S. Investors concerning estimates of Measured and Indicated Resources

This section uses the terms “measured” and “indicated resources”. We advise U.S. investors that while those terms are recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize them. U.S. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves.

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The measured and indicated resource reported in the resource estimate is:

Category	Cut-off Grade (GT)	Tons	Grade U3O8 (%)	Pounds U3O8
Measured	0.3	1,680,333	0.10	3,233,333
Indicated	0.3	4,541,134	0.09	8,614,674
Total		6,221,467	0.10	11,848,007

Cautionary Note to U.S. Investors concerning estimates of Inferred Resources

This section uses the term “inferred resources”. We advise U.S. investors that while this term is recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize it. “Inferred resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian rules estimates of Inferred Mineral Resources may not form the basis of feasibility or other economic studies. U.S. investors are cautioned not to assume that part or all of an inferred resource exists, or is economically or legally mineable.  

The inferred resource reported in the resource estimate is:

Category	Cut-off Grade (GT)	Tons	Grade U3O8 (%)	Pounds U3O8
Inferred	0.3	1,950,560	0.09	3,525,342

Current and Anticipated Work

The Company began the work required for permitting process for an in situ uranium recovery facility on the property during 2005. This work included performing the required studies and preparing the required draft reports for submission to the federal and state government agencies. These including radiation protection, health-and-safety, and quality assurance programs; cultural and archaeological surveys; sampling and analysis plan; waste management plan; storm water pollution prevention plan; draft spill prevention, control and countermeasure plan; transportion plan for the product; and a reclamation plan. As part of the data gathering process, the Company intends to drill wells for gathering background water-quality data and for performing hydrologic pumping tests.

3.

The Nose Rock Property

The Nose Rock Property is without proven reserves. The Company’s interest in the property stemmed from earlier exploration work, as described below, that was done in the area.

Acquisition of Interest

The Company acquired the Nose Rock Lease from David Miller. Mr. Miller received 300,000 shares of the Company’s common stock, and US$30,000 as consideration. The transaction is considered to be “non-arms length” as Mr. Miller currently serves as President, Chief Operating Officer and as a Director of Strathmore. Additional acreage was acquired by the Company through staking and New Mexico state leases.

Location and Access

The Nose Rock property is located in the Nose Rock District of the Grants Uranium Mineral Belt.  The property is located approx. 12 miles northeast of Crownpoint in McKinley County, New Mexico. Access to the property is excellent with nearby paved and gravel roads with year round access.

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Land Position

The Company originally acquired 1 State of New Mexico mineral lease, known as Section 36, totaling 640 acres which was acquired by David Miller from a State of New Mexico Lease Auction in the spring of 2004. Through claim staking and mineral leases, the Company has acquired an additional 7 sections of land contiguous or near the original lease. The property now consists of a total of 5,000 acres.

Geology and Mineralization           

The uranium deposits are located within the sandstones of the Westwater Canyon Member of the Morrison Formation of Jurassic age.  Uranium mineralization occurs as north - northwest trending primary ore bodies and redistributed roll front deposits.  There are several mineralized sandstone units that have been identified through prior exploration on the property.  

History

The Nose Rock property interests were acquired by Phillips Uranium in the early 1970’s and drilling commenced in mid 1973. Phillips Uranium controlled the property interests until the mid 1980’s. The Company acquired copies of a portion of the drill logs and ore mineralization database of Phillips Uranium in December, 2004, from the files of the State of New Mexico’s Bureau of Geology in Socorro, New Mexico, and the data is currently under evaluation.  

The Section 36 Lease makes up a portion of what Phillips Uranium referred to as Unit 1, which consisted also of sections, or portions thereof, to the east currently under Bureau of Indian Affairs or Indian Allottees control. By the late 1970’s, Phillips Uranium had begun drilling a shaft to access the Unit 1 ore body. However, no actual removal of uranium-containing ore was performed prior to closure of the mine in the early 1980’s following collapse of the uranium market.

The Company’s Future Plans

Future work of the Company in the Nose Rock area will consist of the following:

1.

Review all available information in the Company’s possession on the Nose Rock Property.  

2.

Digitize all available factual information

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3.

Complete an NI 43-101 compliant report with qualified geologist familiar with uranium mineralization in the Grants Mineral Belt.  

4.

Determine feasibility and amenability of extracting the uranium ore via an ISL operation.

4.

Dalton Pass Property

The Dalton Pass Property is without proven reserves. The Company’s interest in the property stemmed from earlier exploration work, as described below, that was done in the area.

The Property consists of 640 acres covered by federal lode mining claims administered by the U.S. Bureau of Land Management and is situated in the western portion of the Grants Mineral Belt.

The Company has performed minimal exploration on the property to date. The previous operator, Pathfinder Mining Company, drilled in excess of 130 exploratory holes and identified a uranium resource. Pathfinder was in the process determining the economic feasibility of the resource and the amenability of in-situ extraction of the uranium resource prior but ended their program on the property as a result of the decline in the uranium commodity price in the late 1980’s

The Company intends to review the available past exploration data and hold the property for future exploration.

State of Wyoming Projects

1.

Baggs/Juniper Ridge Project (Red Creek Claims)

The Baggs/Juniper Ridge Project is without proven reserves and the work being done by the Company is exploratory in nature. The Company’s interest in the Baggs/Juniper Ridge Property stemmed from earlier exploration work, as described below, that was done in the area.

Acquisition of Interest:

The Company acquired the property from David Miller. As consideration, Mr. Miller received 200,000 shares of common stock. The transaction is considered to be “non-arms length” as Mr. Miller currently serves as President, Chief Operating Officer and as a Director of Strathmore.

The Company has signed an Letter of Intent with Yellowcake Mining Inc. whereupon Yellowcake can earn an 80% interest in the property from Strathmore as described below.

Location:

The property consists of 128 unpatented lode claims and one State of Wyoming lease totaling approximately 3,200 acres located in south-central Wyoming.

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Geology and Mineralization           

The uranium mineralization, which occurs at and near the surface, is hosted in the Miocene age Brown Park Formation, which consists of interbedded sandstones, siltstones and mudstones.

History and Previous Work:

The Property, also known as the Juniper Ridge Uranium District, was previously explored several operators, including Teton Exploration, AGIP Mining and others. During the 1970’s, while under control by the German firm Urangesellschaft, the Property was considered for full-scale production but the plan was ended due to declining uranium prices. A total of 2,000 drill holes have been drilled on the property by Urangesellshaft in the 1970’s and AGIP in the 1980’s.

Joint Venture Letter of Intent

In January 2007, the Company signed a Letter of Intent (“LOI”) with Yellowcake Mining Inc. to form at joint-venture on the property. Under the LOI, the Company will option an 80% interest in the property to Yellowcake. In consideration for the option, Yellowcake will:

•

Issue nine million shares of Yellowcake to Strathmore upon closing;

•

Pay Strathmore US$100,000 upon closing, and pay US$100,000 on each anniversary date of the closing for a total of US$500,000;

•

Spend US$1.6 million per year for a period of 5 years for a total of US$8 million. Upon expending half of these funds (US$4 million), Yellowcake will have earned 50% of the optioned interest, and upon the expenditure of the additional US$4 million, will earn the additional 50% of the optioned interest (80% total).

•

Pay an NSR of 3% on the optioned portion on all future production.

Yellowcake also agreed that in consideration for an initial payment of US$25,000 upon closing, and a commitment for Yellowcake to spend US$440,000 for a minimum period of one year, Yellowcake will finance the evaluation of Strathmore’s database regarding uranium prospects in Texas. If a suitable target is identified, Yellowcake will be required to spend the necessary funds to acquire land leases, and Strathmore and Yellowcake will be 50-50 partners in the development of the identified targets resulting from the database evaluation.

Strathmore will be in charge of all operations on the Baggs/Juniper Ridge property during the earn-in period. Once Yellowcake has earned its 80% interest in the property, it will assume the position of operator.

There is no guarantee that the LOI will lead to an agreement on a joint-venture between Yellowcake and the Company.

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Planned Work Program by The Company:

A significant amount of exploration data regarding the historical work conducted on the property has been acquired for evaluation and planning of further work on the project. If the Joint-Venture agreement with Yellowcake is finalized, Strathmore will begin exploration of the property as funded by Yellowcake. The property is to be evaluated as a potential conventional mining operation with heap-leach extraction.

2.

Sky Property

The Sky Property is without proven reserves and the work being done by the Company is exploratory in nature. The Company’s interest in the Sky Property stemmed from earlier exploration work, as described below, that was done in the area.

Acquisition of Interest:

The Company acquired the original claims of 800 acres from David Miller. As consideration, Mr. Miller received 50,000 shares of common stock. The transaction is considered to be “non-arms length” as Mr. Miller currently serves as President, Chief Operating Officer and as a Director of Strathmore. The Company has acquired additional claims through staking.

Location:

The property consists of 50 claims totaling 1,030 acres of unpatented lode mining claims located in eastern Fremont County, Wyoming.   Good paved roads service the area while dirt/gravel roads provide local access.

Geology and Mineralization           

The uranium deposits are hosted in the Eocene age Wind River formation which underlies the entire area.  Uranium mineralization is considered to be roll-front mineralization that is amenable to In-situ leach recovery.   

History and Previous Work:

This property was originally discovered by Exxon Minerals in the 1970’s. Historical exploration and evaluation work was performed by a number of companies.  The most work was done in the 1970’s by Exxon and in the 1980’s by Pathfinder (COGEMA). These former operators conducted enough drilling to determine a uranium deposit is present on the property. However, the prior work was not sufficient to classify any of the mineralization as a reserve. Pathfinder also conducted an in-situ recovery study in the 1980’s indicating excellent permeability and high porosity which suggests the property is a candidate for an in-situ operation.

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Planned Work Program by The Company:

In 2005, the Company acquired a significant database of prior exploration results conducted on the property. This information includes full-sized and mini gamma logs, drill-hole data sheets, drill-hole maps, lithologic descriptions and other information. In the summer of 2006, the Company began the pre-permit process for an in-situ leach operation, which will include exploration drilling, coring and baseline groundwater studies in calendar 2007. An NI 43-101 mineral resource report is also underway and expected to be completed in early 2007.

3.

Copper Mountain Property

The Copper Mountain Property is without known reserves and the work being done by the Company is exploratory in nature. The Company’s interest in the Copper Mountain Property stemmed from earlier exploration work, as described below, that was done in the area.

Introduction

The Company acquired the Copper Mountain from David Miller for consideration of $24,000 cash and the issuance of 200,000 shares of common stock. The transaction is considered to be “non-arms length” as Mr. Miller currently serves as President, Chief Operating Officer and as a Director of Strathmore.

Location

The Copper Mountain property is approximately 1,500 acres located in northern Fremont County, Wyoming.   Paved roads are nearby and good, year road access, dirt roads penetrate the property.

Land Position

The Company controls approximately 1500 acres of Federal minerals land administered by the U.S. Bureau of Land Management. The land position is made up of 77 unpatented mining claims located on Sections 27, 28, 29, 30, 33, 34, T.40N. R.92W. The claims were originally staked in the January through March, 2004 and have been continuously maintained.

Geology and Uranium Mineralization

Uranium mineralization is hosted by fault controlled zones of shattered and brecciated Precambrian basement rocks.  The Precambrian rocks are Archean in age and consist of an assemblage of metasediments, metavolcanic and volcanoclastics; granites were intruded into this setting and later basaltic dikes.

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The Copper Mountain Uranium Deposit occupies a major fold-thrust fault generated during the Laramide orogeny.  Displacement of the fault has been estimated at 3 miles.  This thrusting, uplifting and collapsing sequence created the shattered and brecciated zones that are host to the uranium mineralization. The source of the uranium was the granites themselves and the volumes of granite that were eroded away during and after the structural movements.

History and Previous Work

Historical exploration and evaluation work was performed by a number of operators since it was originally discovered by Utah International.  The most work was done in the 1970’s by Rocky Mountain Energy Corp., a subsidiary of Union Pacific Railroad.  Reports and records, in hand, indicate over 1850 drill holes and over 500,000 feet of drilling on or near the property, including 110 core holes. However, the prior exploration work was not sufficient to classify any of the mineralization as a reserve

Future Plans by the Company

The Company is acquiring and evaluating all the available data regarding prior exploration on the project. Management believes that the extent of the mineralization discovered by the prior operators is of large enough size to potentially support a conventional mine and mill or heap-leach operation.

4.

Gas Hills District Properties

The individual properties which make up the Company’s Gas Hills District properties are without known reserves and the work being done by the Company is exploratory in nature. The Company’s interest in the properties stemmed from earlier exploration work, as described below, that was done in the area.

Acquisition of Interest

The Company acquired its interest in the various properties through staking.

Location:

The properties are located in the historic Gas Hills uranium district of central Wyoming in eastern Fremont County. The project area lies about 45 miles east of the city of Riverton.  Access to the properties within the Gas Hills district is excellent with nearby paved and gravel roads with year round access.

Land Position

The Company currently has a total of approximately 14,400 acres in the Gas Hills district. These properties include previously discovered uranium ore bodies including Bullrush, Loco-Lee, and George-Ver: Fraizer-LeMac; and Beaver Rim.

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Geology and Uranium Mineralization

The host for known mineralization in the district is the Eocene Wind River Formation.  The Wind River Formation is a fluvial deposit consisting of sandstones with lesser amounts of clay and siltstones, carbonaceous shale, and thin, discontinuous tuffaceous sandstones and tuff layers.  The mineralization is typical of the Wyoming roll-front deposit.

The known uranium deposits on the Bullrush, Loco-Lee, and George-Ver properties are shallow dipping and much of the uranium mineralization lies at depths of less than 100ft, accessible by open-pit mining methods.  Additional resources on these properties lie below the local water tables, possibly accessible by in-situ recovery.

The Beaver Rim claims lies in the southern extent of the main Gas Hills uranium trend, and mineralization has been noted at less than 1,200 feet.

Exploration History

The George-Ver, Bullrush and Loco-Lee deposits were extensively drilled in the 1970s and planned for open-pit development during the 1980s by Federal-American Partners (FAP).  FAP, by way of American Nuclear Corp., successfully mined and operated a mill that produced in excess of 20 million pounds uranium oxide.  Recently, the properties were held by Power Resources Inc (Cameco’s USA subsidiary) until dropped in the early 2000s.

The Beaver Rim deposit was formerly operated by Federal American Partners, Utah International, Power Resources, and others. Mineralization was noted in the area but was largely unexplored during the 1970’s as those operators focused on near-surface, open-pitable targets.

The Fraizer-LeMac deposit was formerly operated by Utah International which planned for open-pit development and had pit designs made before the decline in uranium commodity prices.

Future Plans by the Company

The Company is currently reviewing the historical information on these properties, including drilling databases and uncompleted mine plans. The properties will be evaluated for their potential for both open pit and in-situ recovery extraction.

5.

Jeep Property

The Jeep Property is without known reserves and the work being done by the Company is exploratory in nature. The Company’s interest in the Jeep Property stemmed from earlier exploration work, as described below, that was done in the area.

Acquisition of Interest

The Company acquired the Jeep Property through staking of 98 Federal lode claims in 2006.

Location:

The Property totals 2,025 acres is located in the southwestern extent of the Gas Hills Uranium District of central Wyoming. It is situated in eastern Fremont County, approximately 45 miles east of Riverton, Wyoming.  Access to the property is excellent with nearby paved and gravel roads with year round access.  Power lines and a natural gas pipeline cross the property boundary.

Geology and Uranium Mineralization

The host for known uranium mineralization at the Property is the Eocene Wind River Formation.  The Wind River Formation is a fluvial deposit consisting of sandstones with lesser amounts of clay and siltstones, carbonaceous shale, and thin, discontinuous tuffaceous sandstones and tuff layers.  The uranium deposits are sinuous in shape, lying in a north-south trend along the central portion of the Property.  The mineralization is typical of the Wyoming roll-front deposit.

The uranium deposits on the Jeep Property are shallow dipping and lie at depths of 280-320 feet from the surface, lying beneath the local water table.

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Exploration History

The original Jeep claim group consisted of over 150 mining claims (Jeep, Col, Puff, Federal, Fox, Midco) staked by various mining companies and individual prospectors from the late 1950s to the early 1960s.  The claims were then conveyed to Federal American Partners on April 30, 1959.  In 1982, Federal American Partners conveyed Jeep claims #1-14 to the Tennessee Valley Authority (TVA).  In June of 1983, TVA entered into an operating agreement with American Nuclear Corporation (e.g. FAP), but the operating agreement was later transferred to United Nuclear Corporation.  In 1985, Pathfinder was hired by TVA to perform claim assessment drilling.  This drilling was carried out on the southern limit of the claimed area, and uranium mineralization was encountered.  Power Resources Inc. later purchased the Jeep claims sometime in 1990-1992 from TVA but released those claims which had no known reserves in 1992.  The claims that were retained cove red the known ore body.  Due to the continued decline in uranium prices, PRI dropped the remaining Jeep claims in 2000.  No assessment payments were filed in 2001 by PRI, and the claims were declared abandoned and void.  From 2001 until March 2006, the Jeep deposit was available for staking.  

The greater Jeep Property was extensively drilled and explored during the late 1960s through the early 1980s.  Federal American Partners (FAP) began drilling on and adjacent to the main Jeep Property in the 1960s.  By 1983, approximately 525 exploratory bore holes were drilled on and adjacent to the current Jeep Property.  In 1985, Pathfinder Mines Corp. drilled 17 bore holes for TVA as part of their 1985 claim assessment work.  This previous drilling occurred on mostly 35 and 50 foot centers along the main trend of the mineralization, with exterior drilling of 100 to 200 foot centers.  Uranium mineralization was encountered at depths of 280-320 feet, lying beneath the local water table.  

Current and Anticipated Work

In April 2006, claims SC 1-30 were staked by Strathmore, covering the known extent of the Jeep orebody.  In October 2006, Strathmore staked an additional 68 claims (SC 31-98) to cover the possible trend of mineralization to the south, and to create a buffer for groundwater monitoring during future possible in-situ extraction activities. Floral and faunal resources studies were performed on the Jeep Property in the fall of 2006.

The Company intends to acquire and review all available historical information regarding past exploration on the property in order to evaluate the property as an in-situ recovery project. A drill program of exploratory bore holes is scheduled to begin the Spring of 2007. The historical data, combined with the results of the new drill program, will be used to prepare an independent NI 43101 compliant technical report.

6.

Ketchum Buttes Property

The Ketchum Buttes Property is without known reserves and the work being done by the Company is exploratory in nature. The Company’s interest in the Ketchum Buttes Property stemmed from earlier exploration work, as described below, that was done in the area.

Acquisition of Interest

The Company acquired the Ketchum Buttes through staking of 27 lode claims totaling 540 acres in 2006.

Location:

The Ketchum Buttes property is located in southern Carbon County, Wyoming, about 40 miles southwest of the city of Rawlins.  Access to the property is excellent with nearby paved and gravel roads with year round access.

Geology and Mineralization

The uranium deposits are located within the Miocene Browns Park Formation.  The Browns Park is divided into two distinct lithologies: a basal conglomerate member and a sandstone member, each of which contain uranium mineralization.  The basal conglomerate varies in thickness from 20 to 70 feet and consists of largely unaltered, poorly sorted cobles, gravel and coarse sands.  The sandstone unit regionally reaches 1,000 to 2,000 feet in thickness, but all but 100 feet or so has been lost to erosion.  Uranium ore is present in non-continuous lenses and layers which range in thickness from less than one to several tens of feet.  Depth to the mineralization averages 60 feet, readily accessible by open-pit extraction methods.

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Exploration History

The Ketchum Buttes area was extensively explored by Pathfinder Mines during the 1970s and 1980s.  Total drilling in the area consisted of 823 exploratory bore holes for 86,888 ft.  On the present Ketchum Buttes property, approximately 300 exploratory bore holes were completed.

Current and Anticipated Exploration

The Company intends to review all historical information regarding the Ketchum Buttes Property that is available in order to evaluate the potential of the property as either an open pit, heap leach operation, or as an in-situ recovery project.

7.

Powder River Basin (“PRB”) Leases

The PRB Leases are without known reserves and the work being done by the Company is exploratory in nature. The Company’s interest in the PRB Leases stemmed from earlier exploration work, as described below, that was done in the area.

Acquisition of Interest

The Company acquired the PRB Leases from David Miller at a cost of 50,000 shares of common stock. The transaction is considered to be “non-arms length” as Mr. Miller currently serves as President, Chief Operating Officer and as a Director of Strathmore

Location

The property consists of 5 State of Wyoming uranium mineral leases in Campbell County, Wyoming. Access is excellent with paved roads nearby.  Year round operations are possible.

Land Position

The Company controls approximately 3,200 acres of rights to explore for and mine uranium on the State of Wyoming mineral lands leased. Land position is made up of 5 uranium leases located in the Powder River Basin.  The leases were acquired on June 2, 2004 and can be renewed annually until June 1, 2014.

Geology and Uranium Mineralization

The host to the uranium mineralization is the Eocene age Wasatch Formation. This sandstone-bearing formation is known to occur throughout the region and has proven amenable to in-situ extraction methods.

History and Past Work

Previous operators on several tracts of land under Company control discovered significant uranium mineralization there. These historical estimates suggests a potential resource in excess of 15 million pounds.

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Future Plans by the Company

The Company plans to acquire and review all available information on the PRB Leases. They further plan to digitize all available information and, if mineralization is found from existing date, calculate resources and/or conduct additional drilling to expand the potential.

Other Wyoming Properties

The Company has several additional early-stage uranium exploration property interests in the State of Wyoming. These properties include the “Northeast Wyoming State Leases”, the “Pine Tree (PT) – Reno Creek Property”, and the “Shirley Basin” property. None of these properties contain known reserves. The Company intends to review all available information of past exploration and then design and initiate exploration programs, if warranted.

State of South Dakota Projects

The Chord Property

The Chord Property is without known reserves and the work being done by the Company is exploratory in nature. The Company’s interest in the Chord Property stemmed from earlier exploration work, as described below, that was done in the area.

Acquisition of Interest

The Company acquired the Chord Property from Platoro West Inc., an unaffiliated private company, in 1998. Platoro West was paid US$12,000 upon signing the sales agreement with the Company and has received annual payments of US$10,000 per year since that time. The sales agreement was amended in 2003 to allow payment of 50,000 common shares of the Company stock in lieu of the cash payment. A 2% gross royalty is retained by Platoro West, and is removed after Platoro West Inc. has received $1.1 million from the Company.

Location

The Chord property consists of 22 unpatented lode mining claims covering 440 total acres. It is located at the southern end of the Black Hills of South Dakota in Fall River County.

Accessibility

The property is accessible year round by paved roads.

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History and Previous Work

Exploration and evaluation work has been performed in the past by several operators, including Union Carbide and Tennessee Valley Authority. The uranium mineralization occurs within sandstones of the Chilson Member of the Cretaceous Lakota Formation. Depth to the mineralization is less than 300 ft. A vanadium credit of 1:1 to 1:2 parts uranium is present.

Exploration by the Company

The Company acquired and reviewed all available information on the Chord Property. The Company also acquired additional public and private land adjacent to the property. Since 2004, the Company has maintained its interest in the property by making the required annual payments to Platoro West of US$10,000 per year cash.

Canadian Exploration Properties

Quebec Property

Dieter Lake Property

The Dieter Lake Property is without known reserves and the work being done by the Company is exploratory in nature. The Company’s interest in the Dieter Lake Property stemmed from earlier exploration work, as described below, that was done in the area.

Acquisition of Interest

The Company purchased the property for three hundred thousand shares of common stock of the Company. Two hundred thousand shares were issued upon regulatory acceptance and one hundred thousand on the first anniversary of regulatory acceptance, to Jeffery Reeder and Jody Dahrouge. If a resource of 60 million pounds of U₃O₈ is defined, an additional two hundred thousand common shares are to be issued.

Location

The Dieter Lake Property encompasses approximately 52,000 acres in north central Quebec. The property is located about 150 km north of Hydro-Quebec Reservoir LG-4.

Accessibility, Climate, Infrastructure and Physiography

The Property is accessible by helicopter or fixed-wing aircraft only.  

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At present there are no facilities or infrastructure on the Dieter Lake Property site.  Accommodations are available at Mirage Outfitters, which is located about 10 km east of the Hydro-Quebec Reservoir LG-4.  The Outfitters is an approximately 1.5 hour helicopter flight from the property.  Mirage provides all of the necessary supplies and services, including power, water and food.      

The climate of the area ranges, reaching temperatures as low as –30°C and as high as 30°C.  Lake freezing in the area is usually in early October and ice break-up commonly occurs in mid to late May.

Geology and Mineralization

Uranium mineralization at Dieter Lake occurs within a Lower Proterozoic sedimentary basin, within the Superior Structural Province of the Precambrian Shield. The property covers the northern extent of a sedimentary outlier of the Proterozoic Sakami formation. Previous exploration at the Dieter Lake property identified a mineralized bed within Sakami formation sediments, generally ranging from 0.2 meter to three meters thick, but locally up to five meters in thickness. The sedimentary bed containing the uranium mineralization has been outlined over an east-west distance of five kilometers, and a north-south distance of about 2.5 kilometers.

History and Previous Work

The majority of previous exploration was conducted in the late 1970’s and early 1980’s by Uranerz Exploration and Mining Ltd., an unrelated private mining exploration company. The work included geological mapping, radiation surveys, various geochemical sampling programs, airborne and ground geophysics, and the completion of at least 145 diamond drill holes totaling 21,597 meters.

Current and Anticipated Work

During 2005, a summer exploration program was conducted for the Company by Dahrouge Geological Consulting Ltd. This work resulted in an updated structural and geologic map of the basin including north trending gabbroic dykes. Old core found at Dieter and Ranger lakes was relogged, and 204 samples were taken based on scintillometer readings. Results of the core sampling were used to verify historic data and to develop an updated resource model. A resource estimate was calculated using both 2005 sample data and historic data. A GEOTEM survey, including magnetic data, covered 977 line km over the Gayot Lake Basin.

The mineralization at Dieter Lake has been traced over an east-west distance of up to eight kilometers and a north-south distance of up to two kilometers. It remains open in most directions. Within the vicinity of the known mineralization are several northeast-trending structures and basement highs which provide attractive exploration targets for upgraded mineralization with potential for increased thickness and grades. For 2007, the Company intends to conduct a 5000 meter drill program during the Spring and Summer months. This program targets areas where known mineralization can be upgraded from the inferred resource category to the indicated resource category, and where additional mineralization is expected.

Saskatchewan Properties

1.

Athabaska Properties

Davy Lake, Hall Lake, and Virgin River projects

The Athabaska Properties are without known reserves and the work being done by the Company is exploratory in nature. The Company’s interest in the Athabaska Properties stemmed from earlier exploration work, as described below, that was done in the area.

Acquisition of Interest

The Company acquired an option to acquire a 100% interest in the initial portion of this property interest by paying $7,500 and incurring additional costs of $34,902. To earn its interest, the Company had to issue 200,000 common shares in stages to June 8, 2005. The property interest is subject to a 0.75% net smelter returns royalty on certain mineral production and a 4% gross over riding royalty on any diamond production that occurs on the property.

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During December 2004, the Company applied for an additional approximately 1.9 million acres of new exploration permits, covering lands within the Athabasca Basin. The company received these permits and the total amount of land under claim permit or permit application by the Company within the Athabasca Basin grew to 2.8 million acres. The new land encompasses the Davy Lake Project, which covers about 1.5 million acres and the Hall Lake Project, which covers about 400,000 acres. The Company also acquired by staking another area known as the Virgin River Property, which covers about 10,000 hectares.

Location, Infrastructure and Climate

The Athabasca Property is located about 100 km northeast of Fort McKay, Alberta, Canada and extends into the province of Saskatchewan. It covers approximately 600,000 acres within the western part the Athabasca Basin; 1.5 million acres within the north central portion of the Athabasca Basin located in northern Saskatchewan; 400,000 acres located in the southern part of the Athabasca Basin; and, an additional 10,000 hectares located in the south-central part of the Athabasca Basin. The Company controls the area denoted in yellow on the above map.

The climate of the area ranges from below –40°C during winter months, to as high as 30°C during the summer.  Lake freeze-up in the area is usually in early October and ice break-up commonly occurs in mid to late May.

Davy Lake

The Davy Lake property is currently 1.5 million acres in size and lies along the northern portion of the Athabasca Basin in northwestern Saskatchewan.

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Due to the large amount of lakes and streams, helicopters or fixed-wing aircrafts provide the only year-round access throughout the property area. Currently, there are no access roads on the property. The Cluff Lake Mine Road 955 comes to within about 50 km of the permits. Winter road 905, which leads from Points North Landing north to Stony Rapids, comes within 40 km of the permits. At present there are no facilities or infrastructure on the Davy Lake permit area. The majority of supplies and services are available in Uranium City, Stony Rapids or Fort McMurray.

The area containing the property is underlain at depth by the Clearwater, Western Granulite and Tanto domains. The depth to the basement unconformity in much of the Davy Lake project has been poorly constrained by previous investigations. Recent interpretations suggest a variable basement topography consisting of troughs and regional highs that may bring the unconformity closer to the surface. Interpretation of regional aeromagnetic data indicates several major through-going structures that define boundaries of the basement domains.

Mineral prospecting permit applications were submitted December 1, 2004 with approval received January 18, 2005. 2005 exploration consisted of a property-wide airborne MegaTEM electro-magnetic survey. A highly conductive area has been defined that corresponds to a magnetic trend within the basement. In 2006, extensive geophysical programs were conducted, an a prominent EM geophysical conductor was identified over a length of 50 kilometers. Additional claims were staked over parts of the anomaly which extended off of the existing property boundary. Follow-up geology and gravity surveys have further defined the target for planned exploration in 2007.

The property’s size will be reduced in 2007, although the major anomalous areas that have been identified through the Company’s exploration programs will be retained.

Hall Lake

The Hall Lake property currently consists of about 400,000 acres along the south-central portion of the Athabasca Basin in northwestern Saskatchewan.

Due to the large amount of lakes and streams, helicopters or fixed-wing aircrafts provide the only year-round access throughout the property area. Currently, there are no access roads on the property. The Cluff Lake Mine Road 955 comes to within about 50 km of the western permit boundary. At present there are no facilities or infrastructure on the Hall Lake permit area. The majority of supplies and services are available in La Ronge or Fort McMurray.

Much of the Hall Lake project area is estimated to have a depth to the basement unconformity of less than 600 metres and is underlain at depth by the Western Granulite basement domain. An electromagnetic interpretation, flown by Questor Surveys Ltd. in 1979, suggests unaltered basement at depths ranging between 300 and 800 meters at the western margin of the property.

Mineral prospecting permit applications were submitted December 1, 2004 with approval received January 18, 2005. Exploration in 2005 consisted of a property-wide airborne MegaTEM electromagnetic survey. The southern portion of the property showed a number of anomalies worthy of follow-up, which was conducted in 2006. These ground geophysical surveys identified anomalous areas in the southeastern portion of the current property block. In 2007, the Company intends to reduce the size of the property to approximately 100,000 acres which will include the southeastern anomalous targets.

Virgin River

The Virgin River property covered approximately 24,673 acres within the south-central part the Athabasca Basin, northwestern Saskatchewan about 150 km north of the town of La Loche, The claims are at the southern edge of the Athabasca Basin, within the Virgin River Domain. Due to the large amount of lakes and streams, helicopters or fixed-wing aircrafts provide the only year-round access hroughout the property area.

Exploration of the area within and surrounding the Vrigin River began in the late 1960's. From 1976 to 1981 Marine Oil Corporation conducted lake sediment sampling, prospecting and mapping, as well as several ground and airborne EM surveys as well as magnetic surveys. In 1979 and 1980, Uranerz Exploration and Mining Ltd. completed geological mapping, lake sediment sampling, and ground EM, gravity and magnetic surveys within the area.

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After reviewing the available historical data on the property, management determined that there was insignificant potential on the property to justify exploration expenditures. Therefore, the claims were allowed to lapse in 2006, and the Company has no further interest in the Virgin River property.

2.

Duddridge Lake Property

The Duddridge Lake Property is without known reserves and the work being done by the Company is exploratory in nature. The Company’s interest in the Duddridge Lake Property stemmed from earlier exploration work, as described below, that was done in the area.

Acquisition of Interest

The Company acquired the Duddridge Lake Property, by staking on January 14, 2004. A finder’s fee in the amount of 200,000 common shares of the Company Minerals were issued to Jeffery Reeder and Jody Dahrouge for identifying this area.

Location

The property encompasses 26,888 acres and is located on the eastern side of the Wollaston Domain in northern Saskatchewan, approximately 77 km west-northwest of the town of La Ronge.

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Accessibility, Climate, Infrastructure

La Ronge is accessible from Prince Albert north along Highway 2.  Prior to reaching La Ronge, a secondary, all-weather road (165) branches northwest off Highway 2 to Besnard Lake and leads to a 16 km winter road that accesses Duddridge Lake. The property is also accessible by helicopter or fixed wing aircraft year round.

At present there are no facilities or infrastructure at the Duddridge Lake site.  Power exists at Pinehouse Lake, a community about 23 km west of the Duddridge Lake Property.  The majority of supplies and services may be available from La Ronge.

Within the area temperatures range from as low as –30°C, to as high as 30°C.  Within the area lakes usually freeze-up in early October, while ice break-up commonly occurs in mid- to late-May.

History and Previous Work

The Duddridge Lake area was initially included in a regional reconnaissance-mapping project conducted by the Geological Survey of Canada in 1950. In 1965, the Saskatchewan Department of Mineral Resources included the area in a three year 1:63,360 mapping project.  

The area has been a target of uranium exploration since 1969, following an airborne radiometric and magnetic survey by Geo-X Surveys Ltd. The survey identified thirteen areas of anomalous radioactivity in the Duddridge Lake and Sandfly Lake areas. In 1970, Strato Geological Ltd. completed various geochemical sampling programs, a ground magnetometer survey, and a radiometric survey to test the identified anomalies at the southeast end of Sandfly Lake.

In 1974, Thor Explorations continued exploration in the Duddridge Lake area, which led to the discovery of uranium and copper mineralized boulders in the form of an approximately 1300 meter long, northeast trending boulder train along the west side of Duddridge Lake. Subsequent diamond drilling beneath the boulder train identified a stratabound sequence of Aphebian aged carbonaceous meta-sediments of the Myers Lake Group. Exploration determined that the uranium mineralization appears to be associated with zones of carbonaceous arkose that trend northeasterly and dip steeply to the west. A grid was established and used to complete an IP survey and limited hand trenching.

Current and Planned Work

During May and June, 2005 an 2005 exploration program consisting of assessment of  local property access and establishment of two local grids was conducted. Sediment and rock samples were also collected and analyzed. The sediment samples showed Uranium-Copper anomalies as well as elevated Arsenic, Nickel and Vanadium geochemistry, consistent with earlier studies. The rock samples were collected for background information and possibly as an aid in sediment sample result interpretations. In the 4^th Quarter of 2006, a VTEM survey was completed, and future exploration will follow-up previously defined anomalies.

3.

Waterbury Lake Property

The Waterbury Lake Property is without known reserves and the work being done by the Company is exploratory in nature. The Company’s interest in the Waterbury Lake Property stemmed from earlier exploration work, as described below, that was done in the area.

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Acquisition of Interest

The Company acquired the 100,000 acre Waterbury Lake Property through staking during March and April 2004.

Location

The Waterbury Lake Property is about 700 km due north of Saskatoon, Saskatchewan and about 450 km by road, from LaRonge, Saskatchewan.

Accessibility, Climate, Infrastructure and Physiography

Points North Landing, located immediately southeast of the property, is accessible either by aircraft or by secondary roads 102 and 905 from La Ronge.  Access is either by aircraft or via the Athabasca Seasonal Road, which extends northwest from Points North Landing to the community of Stony Rapids. The road is maintained during the winter and is of marginal quality in the summer.

At present, there are no facilities or infrastructure on the Waterbury Lake Property; however, accommodations and groceries are available at Points North Landing.  The majority of supplies and services are derived from La Ronge.

The property is centered on Henday Lake and includes Waterbury Lake to the south, Murphy Lake to the west and McMahon Lakes to the east.  Temperature extremes are highly variable, with lows of –50°C in the winter and highs of 30°C or more in the summer.  The lakes usually freeze-up in early October, while ice break-up commonly occurs in mid to late May.

Geology and Mineralization

Historic exploration at the Waterbury Lake Property indicates that the depth to the basement unconformity varies between 200 meters and 500 meters. Of particular significance is a strong northeast trending conductor axis which flanks a fairly strong magnetic gradient, with the magnetic low on the down-dip side. This association suggests a relationship to a deep geologic feature. The conductor curves to the northwest, and has a total length of approximately 7.5 km.

History and Previous Work

The Waterbury Lake and Keefe-Henday Lakes area has a documented history of over 30 years.  In 1969, King Resources Company, an unaffiliated private company, conducted an extensive exploration program in the Waterbury Lake area.  McPhar Geophysics completed an airborne radiometric, magnetic and EM survey for King Resources. King Resources compiled exploration reports in 1969 and 1970.

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Asamera Oil Corp., an unaffiliated public company, obtained claims in this area during the mid-1970s. Kenting Exploration Services conducted a regional radiometric and magnetic survey, which included the area owned by Asamera.  In 1977, Questor completed and interpreted an airborne EM (input) and magnetic survey.  Additional ground VLF-EM, magnetic, alphametric and radon surveys were completed in 1978, along with the production of a report and maps.  Asamera continued exploration with mapping and sampling programs in the 1980’s.  A small drill program was completed during 1980; as well as, a summary report in 1981 and geophysical interpretations in 1982.  

Cogema, an unrelated private company, acquired claims in the Waterbury Lake and Henday Lake areas in the late-1980s.  An extensive exploration program involving geological mapping, sampling, drilling and geophysical programs, including airborne EM, magnetic, ground VLF-EM, and gravity surveys was carried out.  Cogema produced summary reports in 1989, 1990 and 1991.

Following work done by Cogema, Cameco, an unrelated public company, acquired property interests in the Waterbury Lake and McMahon Lakes areas.  Cameco completed geological mapping and sampling programs. Continued geophysical data was collected, including ground TDEM, magnetic, gravity and IP surveys.  Cameco conducted drilling programs in and around the Waterbury Lake area throughout the 1990s.

Current and Planned Work

In 2005, the Company completed a property-wide airborne MegaTEM electromagnetic survey. The survey was useful in confirming the existence of conductive units within the basement. In autumn 2005, a short boulder-sampling program was carried out in the area of two un-tested conductive areas. In total, 77 samples were taken, and analyzed for metal contents and clay mineralogy.  In May and June 2006, the Company completed a drill program on the property consisting of eight widely spaced holes totaling 2,686 meters. 5 target areas were selected based upon the MegaTEM survey and favorable areas identified by lithogeochemical sampling and historic exploration results. 3 holes were drilled into the highest priority target, known as the Murphy conductor, which lies on the northwest portion of the property. These 3 holes were spaced between 700 and 1000 meters apart. Hole W06-06 intersected 0.032% U3O8 across a short interval, while the other 2 hol es encountered anomalous uranium mineralization. The remaining 3 holes of the program were drilled in three separate locations tens of kilometers apart and were drilled to test lower-priority geophysical anomalies. All encountered various strengths of hematization, clay alteration, and local chloritiazation, and all targets require further exploration.

In 2007, the Company in planning additional exploration on the property, including an additional 3,000 meter drill program to further test anomalies at both the Murphy and Midwest conductors.

4.

Patterson Lake Property

The Patterson Lake Property is without known reserves and the work being done by the Company is exploratory in nature. The Company’s interest in the Patterson Lake Property stemmed from earlier exploration work, as described below, that was done in the area.

Acquisition of an Interest

The Company acquired the Patterson Lake Property through staking during the later part of June 2004.

Location

The Patterson Lake Property is located about 150 km north of the town of La Loche, Saskatchewan and comprises 9 claims totaling approximately 61,776 acres.  The claims encompass an area proximal to Cluff Lake Mine Road 955 from about 1¼ km south of Broach Lake to about 2 km south of the Douglas River-Road intersection.

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Accessibility, Climate and Infrastructure

The property can be accessed year round along the gravel Cluff Lake Mine Road from La Loche.  Due to the large amount of lakes and streams, helicopters or fixed-wing aircrafts provide excellent access throughout the property area.

At present there are no facilities or infrastructure on the Patterson Lake Property site. The majority of supplies and services are available in Buffalo Narrows, 100 km south of La Loche.

The climate of the area ranges from below –40°C during winter months, to as high as 30°C during the summer.  Lake freeze-up in the area is usually in early October and ice break-up commonly occurs in mid to late May.

History and Previous Work

Exploration of the area within and surrounding the Patterson Lake Property began in the late 1960’s.  Bow Valley Industries performed an airborne radiometric survey and a photo geologic evaluation in about 1969.  Taneloy Mines Ltd., an unrelated public company, also conducted work in 1969, including airborne, radiometric, geological and geochemical surveys.

In 1974, Uranerz Exploration and Mining Ltd., an unrelated public company, completed geological mapping, lake sediment sampling, and helicopter spectrometer surveys within the area.         

In 1977 Saskatchewan Mining Development Corporation (SMDC, now Cameco) obtained property in the area and completed an extensive exploration program. The program included geological mapping, lake sediment sampling and overburden sampling.  Geophysics included a ground VLF-EM survey, an airborne EM (input) survey, and magnetic survey.

Imperial Oil Limited, an unrelated public company, also conducted an exploration program in 1977, which included geological mapping, lake water and sediment sampling, an airborne radiometric survey, and ground VLF-EM surveys.

During the late 1970’s and early 1980’s, Hudson Bay Exploration and Development (an unrelated public company), SMDC, and Imperial Oil continued to explore the area, individually and jointly. Exploration included geological mapping, radiometric prospecting, scintillometer surveys, limited drilling, and extensive sampling programs, including lake sediment, stream sediment, soil, overburden and till sampling.  

In 1990, Amok Ltd., an unrelated public company, conducted an airborne EM and magnetic survey.

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Cogema Resources Inc., part of the AREVA Group, was created with a merger of Cogema S.A. and Framatome ANP as well as several other companies in 2001, staked claims in the area and completed a variety of geophysical surveys throughout the 1990’s, including ground UTEM, TDEM, gravity, magnetic, VLF-EM, and VLF-R surveys.   A number of conductive trends were identified, and drill tested with limited success.

Current and Anticipated Exploration

During 2005, the Company completed a property-wide AeroTEM airborne electromagnetic survey The results of this survey provided basement conductive areas that warranted follow-up. A ground geophysics program was completed late in 2006. This program confirmed north-south structures. A drill program was initiated, but was abandoned due to equipment problems on the first hole. During the third week of January 2007, drilling resumed on the property.

Alberta Properties

All of the Company’s Alberta properties are exploration-stage projects without known reserves. Current exploration is at the reconnaissance stage, and the Company anticipates continuing exploration to identify areas and priority targets within the projects for follow-up exploration.

1.

Fort McLeod Property

The Company has acquired approximately 917,000 acres of uranium mineral exploration properties near Fort McLeod, Alberta. Historical explora­tion during the 1980’s identified a number of sandstone hosted roll-front uranium occurrences within the region. Data of prior exploration in the area has been complied and is being reviewed. Exploration in 2006 included a review of the well logs, ground prospecting and sampling. Additional ground prospecting and an airborne radiometric survey are planned for early 2007.

2.

Athabasca North Shore

The Athabasca North Shore properties total 291,000 near the north shore of Lake Athabaska. Geophysical surveys were conducted during autumn 2006 and are currently continuing. Prospecting has identified several anomalous areas and geochemical analysis of grab samples have identified values ranging from zero up to 1% U3O8. Additional sample results are pending. Four permits were added to cover areas with potential for Beaverlodge-type uranium occurances and basement-hosted, sub-unconformity mineralization. For fiscal 2007, additional geophysics and ground work are planned to begin during the summer months.

3.

Athabasca Basin South

The Athabasca South properties total 695,000 acres. Exploration during 2006 included Mega TEM/GeoTem Surveys which are currently being interpreted. A preliminary review of the TEM data has identified several bedrock conductors that warrant further exploration. For 2007 ground geophysical surveys will follow up on anomalous areas identified through the TEM survey.

British Columbia Property

1.

The Comstock Property

The Comstock Property is without known reserves and the work being done by the Company is exploratory in nature. The Company’s interest in the Comstock Property stemmed from earlier exploration work, as described below, that was done in the area.

Acquisition of Interest

The Company purchased 100% of the property on November 25, 2003 from Jeffery Reeder, an unaffiliated party, for 300,000 common shares paid in three equal installments over 24 months.

Location

The property is a polymetalic exploration project and consists of three mineral claims totaling approximately 300 hectares. It is located at about 2103 meters elevation on the divide between Fennell and Silverton creeks. The town of Silverton is about 11½ kilometers to the northwest.

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Accessibility, Climate, Infrastructure and Physiography

The property is accessible by gravel road.  Silverton and New Denver, both small towns, have adequate supplies and lodging for field crews.

The climate of the area ranges from below –20°C during winter months to more than 30°C during the summer. Heavy snowfalls are common during winter months.

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History and Previous Work

The earliest recorded work was in 1898 and continued intermittently until 1920. Early workings consisted of nine adits totaling 853 meters length. A mill was constructed in the late 1890's but was used for only two months. No further work was recorded until 1970. Work in 1970 was conducted by R.H. Murphy and partners and included a small shipment of dump material to the smelter at Trail, B.C.  Further work was done in 1972 and 1973. In 1976, H.S. Murphy and R.H. Murphy conducted a geochemical survey, trenching and one 25-metre drill hole. In 1988, Dragoon Resources Ltd. custom smelted ore at a mill in Ainsworth, B.C.

Planned Work Program by The Company

The Company plans to compile and review all available historic exploration data to determine the next phase of exploration on the property.   

Peru Exploration Properties

1.

The Macusani Property (Peru)

The Macusani Property is without known reserves and the work being done by the Company is exploratory in nature. The Company’s interest in the Macusani Property stemmed from earlier exploration work, as described below, that was done in the area.

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Acquisition of Interest

Up to 2002, the Company through its 100% wholly owned Peruvian subsidiary Minera Peruran S.A. owned several concessions totaling 4200 hectares. However, in order to reduce holding costs the Company allowed the concessions to lapse. In March of 2003 and January 2004 the Company re-acquired four concessions totaling 2400 hectares.

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Location

The Macusani Property is located in south-central Peru, within the Puno district of Carabaya Province

Accessibility, Climate, Infrastructure and Physiography

The property is approximately 650 kilometers southeast of Lima and accessible by gravel roads from either Cusco or Juliaca.  The concessions are located in the heart of the 250 square-kilometer Macusani district.  The small village of Macusani is 50 kilometers to the southeast of the property, where adequate lodging and supplies are available. The trip from Macusani to the property takes approximately 2 hours.

History and Previous Work

The geology of the district is uraniferous (a uranium bearing variety of graphite) volcanic area deposited during the Tertiary period by thick outflows of tuffs and ignimbrites. The region was explored from August to October 1982 by a joint project of the Instituto Peruviano de Energia Nuclear (IPEN) and the IAEA.  A prospective area east of the village of Chapi was located and followed up by a radiometric survey (the process of determining the age of rocks from the decay of their radioactive elements) in 1984 and an emanometric survey (measuring uranium content) in 1986.  The area was later trenched in 1987.  Guido Arroyo, a geologist, carried out the work.

The Company employed Guido Arroyo as chief geologist and assisted in the staking of several concessions in the Macusani district in 1997 and 1998.  Mr. Arroyo carried surface mapping and access roads to the main uraniferous areas.  The Company contracted several locals to mine several hundred tones of Autunite ore (high grade uranium ore commonly referred as "yellowcake").  The ore was placed in sealed 55-gallon cylinders and is currently stored in a warehouse in the town of Macusani.

Planned Work Program by The Company

Additional exploration will consist both of geological mapping and radiometric surveys.  Every outcrop mapped will also be measured for radiation strength.

ITEM 5.  OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion for the fiscal years ended 12/31/2005, 12/31/2004, 12/31/2003, 12/31/2002, and 12/31/2001 and the nine month periods ended 9/30/2006 and 9/30/2005 should be read in conjunction with the financial statements of the Company and the notes thereto.

The Company’s principal business is the acquisition and exploration of resource property interests.  The Company is continually investigating new exploration opportunities, and exploration is carried out on property interests identified by management of the Company as having favorable exploration potential.  The Company advances its projects to varying degrees by prospecting, mapping, geophysics, geo-chemical, surveying, and drilling until it decides either that the property has limited exploration potential and should be abandoned or that work on the property has reached a stage where the expense and risk of further exploration and development dictate that the property should be optioned to a third party.  The resource exploration business is high risk and most exploration projects do not reach a commercial stage of operations.

There are no known proven reserves of minerals on the Company’s property interests.  The Company does not have any commercially producing mines or sites, nor is the Company in the process of developing any commercial mines or sites.  The Company has not reported any revenue from operations since incorporation.  As such, the Company is defined as an “exploration-stage company”.

Operating Results

The Nine Months Ended 9/30/2006 versus the Nine Months Ended 9/30/2005

For the nine-month period ended September 30, 2006, the Company spent $5,560,635 on exploration and development as follows:

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	Canada	USA	Peru	Total
Airborne geophysics surveys	1,690,728	Nil	Nil	1,690,728
Camp Costs	91,883	Nil	Nil	91,883
Claim Fees	160,007	352,244	27,102	539,353
Geologists fees & supplies	1,325,590	933,421	84,313	2,343,324
General expenses	45,410	48,860	33,151	127,421
Travel	297,524	113,206	15,117	425,847
Helicopter rental & equipment fuel	266,335	494	Nil	266,829
Lab analysis & sampling	19,990	Nil	Nil	19,990
NI 43-101 reports	6,741	Nil	Nil	6,741
Report/Map preparation	46,979	779	761	48,519
	3,951,187	1,449,004	160,444	5,560,635
Total as at September 30, 2006	$ 6,747,132	$ 2,064,281	$   320,212	$   9,131,625

For the nine-month period ending September 30, 2006, general and administrative expenses increased from $1,844,430 in 2005 to $2,426,891 in 2006, as the activity of the Company increased significantly as it expanded to take advantage of rising uranium prices. The Company expects general and administrative expenses to continue to increase as the Company becomes more active in all geographic regions and hires additional employees. The Company now maintains 3 full-time offices, including the Company headquarters in Kelowna, B.C.

The other Item in the current 9-month period is Investment Income, which rose to $883,227 from $326,136 due to higher cash balances. In the 9-months ended September 30, 2005, the Company did record Future Income Tax Recovery of $356,125 compared to Nil in the current year’s period.

Fiscal 2005 Ended 12/31/2005 versus Fiscal 2004 Ended 12/31/2004

During the year ended December 31, 2005, the Company incurred $2,891,050 in property acquisition costs. These costs are summarized in the following table. The Company expects these costs to increase as it continues its program of staking and acquisitions.

US properties:	$ 1,969,835
Peru properties:	$            Nil
Canadian properties:	$    921,214

For the year ended December 31, 2005, the Company spent $3,403,341 on exploration and development as follows:

	Canada	USA	Peru	Total
Airborne geophysics surveys	1,497,325	-	-	1,497,325
Camp costs	41,534	-	4,573	46,107
Claim fees	38,178	168,188	22,165	228,531
Geologists fees and supplies	418,162	370,852	129,554	918,568
General expenses	16,326	8,074	1,861	26,261
Helicopter rental and equipment fuel	586,482	-	-	586,482
Lab analysis and sampling	38,802	-	-	38,802
NI 43-101 reports	21,334	3,841	-	25,175
Report/map preparation	33,869	606	1,615	36,090
2005 exploration and development	2,692,012	551,561	159,768	3,403,341
Total as at December 31, 2005	$2,795,945	$615,277	$159,768	$3,570,990

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During the fourth quarter of 2005, the Company decided to advance exploration work programs for Athabasca basin properties ahead of the original planned schedule. Several airborne surveys originally budgeted for 2006 were completed in 2005. The increased number of airborne surveys account for increased Canadian expenditures compared to budget.

General and administrative expenses increased from $2,059,945 in 2004 to $2,360,139 in 2005, as the activity of the Company increased significantly as it expanded to take advantage of rising uranium prices. The Company expects general and administrative expenses to continue to increase as the Company becomes more active in all geographic regions and hires additional employees.

Other Items included Investment Income of $365,930, which was higher than the $65,735 in the prior year due to higher cash balances, and Allow for Decline in Short-term Investments of ($4,817).

Fiscal 2004 Ended 12/31/2004 versus Fiscal 2003 Ended 12/31/2003

During the previous year (2003) the price of uranium remained low. However, by September 2003 the price of uranium rebounded to over $12 US per pound. At that time management decided to aggressively pursue the acquisition of new uranium property interests in the United States and Canada. In addition to the Peru property and the Chord Project, the Company had acquired, or negotiated the right to acquire additional uranium property interests in New Mexico, Wyoming, Quebec, Alberta and Saskatchewan. At the time of writing, the spot uranium price is $24 US per pound.

During the fiscal year ended December 31, 2004, the Company incurred $2,541,745 in property acquisition costs. These costs are summarized in the following table. The Company expects these costs to increase as it continues its program of staking, acquisitions and development exploration.

US properties:	$1,115,449
Peru properties:	$     46,019
Canadian properties:	$1,380,277

During 2004, general and administration expenses increased from $219,874 in 2003 to $1,097,648 in 2004, (not including non-cash expenses from stock based compensation of $962,297 (2003 - $221,994)) as the activity of the Company increased significantly as it expanded to take advantage of rising uranium prices. The Company expects general and administrative expenses to continue to increase as the Company becomes more active in all geographic regions. Investment income rose to $65,735 in fiscal 2004 compared to zero in the prior year as the Company maintained higher cash balances and short term investments in the current year.

Fiscal 2003 Ended 12/31/2003 versus Fiscal 2002

The Company had a net loss of $432,885 for the fiscal year ended 12/31/2003 as compared to a net loss of $1,158,900 for the fiscal year ended 12/31/2002. This represented a decrease of 167%. The loss was significantly less for the fiscal year ended 12/31/2003 as compared to the fiscal year ended 12/31/2002 because during Fiscal 2002 the Company wrote-off $215,315 in mineral property interests and $704,123 in deferred exploration costs.

During Fiscal 2002 the price of uranium remained low and the Company elected to reduce expenditures and conserve cash.  All exploration work was stopped during Fiscal 2002 and property interests, which were considered to be non-essential, were written-off during Fiscal 2002.

By the third quarter of 2003, the price of uranium had increased to a point where management of the Company decided to pursue the acquisition of new uranium property interests in both the United States and Canada. In addition to the property in Peru and the Chord Project, the Company also acquired, or negotiated the right to acquire, additional property interests located in both the United States and Canada.

In order to finance these activities, the Company completed private placement financings during Fiscal 2003 and raised a total of $1,150,000. During the year, the Company utilized these funds to perform exploration work on its property interests, to acquire additional property interests and for general working capital purposes.

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The mineral property interests written off during Fiscal 2002 were:

1.

All the Company’s mineral claims located in Peru were allowed to lapse during Fiscal 2002 and the related acquisition costs of $45,895 were written off during the year. The Company allowed these claims to lapse because it did not have adequate capital to absorb any expenses associated with this property. The associated expenditures associated with the mineral claims in Peru, which were written off, totaled $605,243.  

2.

The Company wrote off a 100% interest that it had in a property located in the state of Oregon because of poor exploration results. The related acquisition costs of $121,220 associated with this property were written-off to operations. The associated expenditures associated with this property, which was written off, totaled $98,880.

3.

During Fiscal 2002, the Company entered into letters of intent to acquire options on the Wemindji East and Portage West property interests located in Quebec, Canada.  The Company advanced $35,000 and issued 100,000 common shares pursuant to the agreements.  The Company also issued 60,000 common shares valued at $13,200 as a finder’s fee.  The option agreements did not complete and, accordingly, acquisition costs of $48,200 were written-off to operations in Fiscal 2002. The 100,000 common shares issued for the property were returned to treasury. The option agreements did not complete because management changed its opinion, and concluded the property was no longer an economically viable option.

No mineral property interests were written off during Fiscal 2003.

During Fiscal 2003 the Company reduced day-to-day expenses in the amount of $19,598; however, overall expense increased by $202,406.  This resulted from the fact that management elected to recognize the compensation cost on the fully vested 780,001 stock options granted to employees and non-employees during Fiscal 2003.  

Fiscal 2002 Ended 12/31/2002 versus Fiscal 2001 Ended 12/31/2001

The Company had a net loss of $1,158,900 for the fiscal year ended 12/31/2002 as compared to a net loss of $290,750 for the fiscal year ended 12/31/2001. This represented an increase of almost 300%. The increase was due to the fact that during Fiscal 2002 the Company wrote-off mineral property interests (as disclosed above) in the amount of $215,315 and deferred exploration costs in the amount of $704,123 as disclosed above.

General and administrative expenses were $239,462 for Fiscal 2002 and $290,750 for Fiscal 2001. The primary reason for the decreased in the amount of general and administrative expenses during Fiscal 2002 as compared to Fiscal 2001 was that the level of corporate activity remained low with only minimal exploration work occurring on the Company’s property interests. During Fiscal 2001 the Company completed a share consolidation, as disclosed earlier, and changed its name. The Company also engaged in limited exploration work on its property interests during Fiscal 2001.

Fiscal 2001 Ended 1/31/2001 versus Fiscal 2000 Ended 12/31/2000

The Company had a net loss of $290,750 for the fiscal year ended 12/31/2001 as compared to a net loss of $399,262 for the fiscal year ended 12/31/2000. This represented a decrease of 27%. The decrease was due to the fact that during Fiscal 2000 the Company wrote-off mineral property interests in the amount of $93,181 and deferred exploration costs in the amount of $48,730. Partially offsetting these write-offs was a gain on sale of a mineral property in the amount of $15,000.

The Company had a 100% interest in various property interests that it had acquired by staking which were located in Utah, Wyoming, South Dakota and Peru.  During Fiscal 2000, the Company elected to write-off some of the property interests, which it had acquired by staking which were located in Utah, Wyoming and South Dakota. The reason for the write-offs was that, due to a lack of capital, management decided to retain only those property interests which they felt were the most promising based on prior exploration work.

The deferred exploration costs, which were written off, in the amount of $48,730, were all associated with the property interests, located in the U.S.A., which management decided to write-off.

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The gain on the sale of mineral property interests was the result of the sale of property interests located in the U.S.A., which had been written-off during Fiscal 1999.

Fiscal 2000 Ended 12/31/2000 versus Fiscal 1999 Ended 12/31/1999

The Company had a net loss of $399,262 for the fiscal year ended 12/31/2000 as compared to a net loss of $1,680,211 for the fiscal year ended 12/31/1999. This represented a decrease of 77%. The decrease was due to the fact that Management elected to sharply reduce its expenditures and conserve cash during Fiscal 2000. The Company eliminated all exploration and pared back on the non-essential property interests decreasing the number of claims held in certain of its claim groups and thereby reducing the cost of holding its property interests with the resulting write-off of a number of its property interests.

During Fiscal 2000 the Company incurred $26,292 in deferred exploration and development costs and wrote off expenditures of $141,911 relating to its staked USA property interests.

General and administration expenses were reduced to $272,351 during Fiscal 2000 as compared to $937,177 incurred during Fiscal 1999 as the Company's exploration and development expenses were significantly reduced because the environment within the investment community including small mining companies was not conducive for raising capital. (Investors during this period had little interest in these types of companies.)  Other expenses, which were meaningfully reduced, included consulting fees reduced in the amount of $323,914; management fees reduced in the amount of $30,091; office and miscellaneous expenses reduced in the amount of $19,962; professional fees reduced in the amount of $74,271; shareholder communications reduced in the amount of $55,211, salaries and benefits reduced by $53,122; and, telephone expenses reduced in the amount of $11,972.

Fiscal 1999 Ended 12/31/1999 versus Fiscal 1998 Ended 12/31/1998

During Fiscal 1999 the price of Uranium was low and resulted in the Company having to decrease the number of claims held in certain of its claim groups and thereby reducing the cost of holding its property interests, which management felt had the potential of hosting uranium, with the resulting write-off of a number of these property interests.

During Fiscal 1999, the Company raised $609,620 by way of private placements and the exercise of previously issued warrants and stock options. During Fiscal 1998, the Company raised approximately $1,323,545 by way of private placements.

During Fiscal 1999, the Company incurred $22,218 in mineral property acquisition costs and $117,508 in deferred exploration and development costs compared to $88,435 in mineral property acquisition costs and $764,510 in deferred exploration costs in 1998.

General and administration expenses fluctuated over the past five fiscal years, being as low as $381,755 in Fiscal 1995 when the Company was relatively inactive. General and administrative expenses decreased from $1,347,104 in 1998 to $937,177 in 1999.

During Fiscal 1999, the Company paid Kenneth S. Freidman, Ph.D. the President of the Company, $73,371 in management fees and paid Devinder Randhawa, a director of the Company, consulting fees of $67,249.

During Fiscal 1999, the Company terminated the employment of David Miller, the Company's chief geologist. Included in consulting fees is the amount of $278,988 which includes salary payments and a termination settlement paid to Mr. Miller. Mr. Miller was not an officer or director of the Company.

In Fiscal 1999, the Company reduced its US property holdings significantly by dropping projects in Utah and Wyoming and by reducing the number of staked property interests it continued to hold in Utah, Wyoming and Oregon. In Fiscal 1999, the Company wrote-off acquisition and deferred exploration costs of $865,088 associated with its US property holdings.

In Fiscal 1998, the Company completed the acquisition of a significant number of property interests in Oregon, Wyoming, Arizona and Utah, which property interests were staked and negotiated during 1997. In fiscal 1997 the Company wrote-off acquisition costs and deferred exploration costs of $374,101 pertaining to the Rio Puerco mine in New Mexico and the Apex-Lowboy property interests in Nevada. No acquisition costs were written off in 1996 and in fiscal 1995 the Company wrote-off acquisition costs and deferred exploration costs of $164,160 pertaining to the Saskatchewan property claims.

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The Company had accumulated deferred exploration costs of $508,726 on its Peru project and $417,528 on its U.S. property interests during the year fiscal ended December 31, 1998. During 1999, the Company incurred exploration expenditures of $47,735 on its Peru property and $69,773 on its US property interests. The accumulated deferred exploration costs for the year ended December, 1999 for the US property interests was reduced by $324,867 after taking into account the write-off of numerous claim groups.

Fiscal 1998, Ended 12/31/1998 versus Fiscal 1997 Ended 12/31/1997

The Company had a net loss of ($1,315,239) for the fiscal year ended 12/31/1998 as compared to a net loss of $1,411,874 for the fiscal year ended 12/31/1997. This represented a decrease of 7%. The decrease was due primarily to the fact that in Fiscal 1997 the Company had a loss on mineral property interests in the amount of $374,101 compared to no loss during Fiscal 1998. The loss on mineral property interests consisted of the write off of the Rio Puerco, Apex-Lowboy property interests. These property interests were abandoned because of poor exploration results.

General and administration expenses were higher during Fiscal 1998 as compared to Fiscal 1997 in the amount of $288,758.

Two categories of expenses increased meaningfully during Fiscal 1998 as compared to Fiscal 1997 and these were “advertising” which increased by $308,400 and ”Consulting fees” which increased by $118,818. To take advantage of rising Uranium prices, the Company increased advertising to attract new investors. Additional consultants were also hired to advance the Company’s properties.

Three categories of expenses decreased meaningfully during Fiscal 1998 as compared to Fiscal 1997 and these were “professional fees” which decreased by $82,664; “property investigation” which decreased by $60,545; and, “travel” which decreased by $39,513. After a significant amount of property investigation and acquisition in 1997, the Company focused its efforts on advancing current property holdings and thereby reduced expenses incurred from property investigation, travel, and professional fees.

Fiscal 1997, Ended 12/31/1997 versus Fiscal 1996, Ended 12/31/1996

The Company had a net loss of $1,411,874 for the fiscal year ended 12/31/1997 as compared to a net loss of $690,215 for the fiscal year ended 12/31/1996. This represented an increase of 105%. The increase was due primarily to the fact that in Fiscal 1997 the Company experienced an increase in general and administrative expenses in the amount of $657,200. This was the result of a significant increase in business activity during Fiscal 1997 as compared to Fiscal 1996. The Company significantly increased the number of mineral property interests in which it had an interest. This activity required additional consulting work in the area of mineral exploration, greater management fees because of the increased workload, greater professional fees because of the need for greater input from geologists, mining engineers and other related professions. Rent also increased because of the need for more office space. Shareholder communications increased because of the need of the Company to disseminate more news of developments to shareholders. Travel also increased significantly because of the greater number of visits to mineral property interests.

Liquidity and Capital Resources

September 30, 2006

As at September 30, 2006, the Company had working capital of $34,254,404 as compared to working capital of $22,122,984 at September 30, 2005. The increase in working capital was due to the financings described earlier, which occurred during the period from July 1, 2005 to June 30, 2006. Cash and cash equivalents of $7,166,428; short term investments in the amount of $27,068,037; receivables of $230,541; and prepaid expenses in the amount of $377,433 represented the current asset position at September 30, 2006.

During the 9 month period from January 1, 2006 thru September 30, 2006, a total of 13,717,116 common shares were issued. The Company received $8,699,795 from the private placement of common shares; $10,803,014 from the exercise of share purchase warrants from earlier private placements; and $952,050 from the exercise of common stock options. The Company also issued 900,000 common shares pursuant to acquisition of mineral property interests at a value of $2,207,000.

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Cash used for Operating Activities during the first nine months of Fiscal 2006 was ($19,106,855) including the net loss for the fiscal period of $1,543,664. The significant adjustments in the category of items not affecting cash for the fiscal period were amortization in the amount of $42,301, and stock based compensation in the amount of $407,073.

Stock based compensation resulted from the fact that the Company granted 980,282 options to employees, consultants and directors. Accordingly, using the Black-Scholes option-pricing model, the stock options are recorded at fair value in the statement of operations. Total stock-based compensation recognized in the statement of operations was $407,073.

Changes in non-cash working capital items were an decrease in receivables in the amount of $9,703; an increase in prepaid expenses in the amount of $350,782; an increase in short-term investments of $1,806,697, and an increase in accounts payable and accrued liabilities in the amount of $395,487. The increase in short-term investments resulted from the Company shifting cash in excess of its current needs from demand accounts. The other categories increased over prior periods because of the greater level of business activity described earlier in this document.

Cash Used for Investing Activities during the nine-month period ended September 30, 2006 totaled $5,644,683 which consisted of expenditures on the Company’s mineral property interests in the amount of $339,737; deferred exploration costs in the amount of $5,262,967; and, equipment purchased in the amount of $41,979.

The activities on the Company’s mineral property interests are described in ITEM 4. INFORMATION ON THE COMPANY and ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS.

Fiscal 2005, Ended December 31, 2005

As at December 31, 2005, the Company had working capital of $21,226,133 as compared to working capital of $9,056,175 at December 31, 2004. The increase in working capital was due to the financings described earlier, which occurred during Fiscal 2005. Cash and cash equivalents of $12,143,821; receivables of $240,244; short term investments of $9,001,064 and prepaid expenses in the amount of $26,651 represented the current asset position at December 31, 2005.

The short-term investments consisted of Canadian bond funds in the amount of $2,986,357 and a Canadian short-term investment fund in the amount of $6,014,707. The Company elected to place a portion of its cash, which was raised from private placements and not needed immediately for working capital, into these investment vehicles instead of simply placing the funds into non-interest bearing demand accounts.

During Fiscal 2005, a total of 19,514,257 common shares were issued. The Company raised $15,258,501 through the issuance of 10,144,286 common shares issued through private placements; $3,405,238 was received from the issuance of 7,082,971 common shares pursuant to the exercise of common stock warrants; and 887,000 common shares were issued pursuant to the exercise of common stock options for proceeds of $296,699. The Company also issued 1,400,000 common shares pursuant to the acquisition of mineral property interests at a value of $2,377,750. These financings are disclosed in ITEM 4. INFORMATION ON THE COMPANY, Financings.

Cash used for Operating Activities during Fiscal 2005 was $10,708,351 including the net loss for the fiscal year of $1,622,502. Significant adjustments in the category of items not affecting cash for the fiscal year were stock-based compensation in the amount of $476,610 and a future income tax recovery in the amount of $326,524.

Stock based compensation in the amount of $476,610 resulted from the granting of 1,600,000 share purchase options to employees, consultants and directors.  Accordingly, using the Black-Scholes option pricing model, the stock options are recorded at fair value in the statement of operations. Total stock-based compensation recognized in the statement of operations during Fiscal 2005 was $476,610. This amount was also recorded as contributed surplus on the balance sheet.

The future income tax recovery in the amount of $376,524 resulted when the Company renounced certain deductions for Canadian exploration expenditures incurred on the Company’s resource properties resulting in a future income tax recovery of $376,524 and a charge against capital stock.

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Significant changes in non-cash working capital items were an increase in receivables in the amount of $205,678 and an increase in short-term investments in the amount of $9,005,881.

The Company elected to put capital raised from financings and not needed in the short term into short-term investments instead of placing this capital into non-interest bearing accounts. Consequently, the category “Increase in short term investments” increased by $9,005,881 over the prior year.

The increase in receivables resulted from goods and services tax credits and accrued interest receivable  on short term investments.

Cash Used for Investing Activities during Fiscal 2005 totaled $3,978,040 which consisted primarily of expenditures on the Company’s mineral property interests. The activities on the Company’s mineral property interests are described in ITEM 4. INFORMATION ON THE COMPANY and ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS.

Fiscal 2004, Ended December 31, 2004

As at December 31, 2004, the Company had working capital of $9,056,175 as compared to a working capital deficiency of $1,029,867 at December 31, 2003. The increase in working capital was due to the financings described earlier, which occurred during Fiscal 2004. Cash and cash equivalents of $9,083,026, receivables of $34,566 and prepaid expenses in the amount of $13,316 represented the current asset position at December 31, 2004.

In January 2004, the Company issued 4,767,444 units at $0.27 per unit consisting of one common share and one share purchase warrant for total proceeds of $1,287,210. Each warrant entitles the holder to acquire one additional common share at $0.36 per share expiring January 20, 2006. An estimated fair value of $417,712 was allocated to the warrants and is included in contributed surplus. The Company incurred finder’s fees of $23,490 on the private placement.

In February 2004, the Company issued 1,501,334 units at $0.60 per unit consisting of one common share and one share purchase warrant for total proceeds of $900,800. Each warrant entitles the holder to acquire one additional common share at $0.76 per share expiring February 23, 2006. An estimated fair value of $299,582 was allocated to the warrants and is included in contributed surplus.

In April 2004 the Company issued 3,436,167 units at $0.60 per unit consisting of one common share and one share purchase warrant for total proceeds of $2,061,700. Each warrant entitles the holder to acquire one additional common share at $0.76 per share expiring April 16, 2006 An estimated fair value of $626,385 was allocated to the warrants and is included in contributed surplus. The Company incurred finder’s fees of $132,803 on the private placement.

In September 2004, the Company issued 2,857,143 common shares at $0.70 per share for total proceeds of $2,000,000. The common shares issued are subject to a hold period that expires on January 27, 2005. The Company paid $150,000 and issued 142,857 share purchase warrants for finder’s fees. Each warrant entitled the holder to acquire one additional common share at $0.74 per share expiring September 27, 2005.

In November 2004, the Company issued 2,000,000 common shares at $1.00 per share for total proceeds of $2,000,000. The common shares issued were subject to a hold period that expired on March 1, 2005. The Company paid $120,000 and issued 120,000 share purchase warrants valued at $55,547 as finder’s fees. Each warrant entitled the holder to acquire one additional common share at $1.08 per share expiring October 29, 2006.

In December 2004, the Company issued 513,000 flow-through common shares at a price of $1.95 per share for total proceeds of $1,000,350. The Company incurred finder’s fees of $55,019 on the private placement.

The Company will use the proceeds for general working capital, the acquisition of additional uranium property interests and the exploration of the Company’s uranium property interests.

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Cash used for Operating Activities during Fiscal 2004 was $967,990 including the net loss for the fiscal year of $1,994,210. The only significant adjustment in the category of items not affecting cash for the fiscal year was stock based compensation in the amount of $962,297. (Amortization in the amount of $8,432 was the only other item included in “Items not affecting cash”) Significant changes in non-cash balances relating to operations were an increase in accounts payable and accrued liabilities in the amount of $15,769 and a decrease in receivables in the amount of $40,470. The increase in the liabilities was due to the greater level of business activity described earlier in this document.

Cash Used for Investing Activities during Fiscal 2004 totaled $1,964,507 which consisted of expenditures on the Company’s mineral property interests. The activities on the Company’s mineral property interests are described in ITEM 4. INFORMATION ON THE COMPANY and ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS.

Cash Provided by Financing Activities during Fiscal 2004 was $11,025,244 and consisted of the cash received for the issuance of common shares as described earlier in this document in ITEM 4. INFORMATION ON THE COMPANY, Financings.

Fiscal 2003, Ended December 31, 2003

As at December 31, 2003, the Company had working capital of $1,029,867 as compared to a working capital deficiency of ($30,600) at December 31, 2002. The increase in working capital was due to the financings described earlier, which occurred during Fiscal 2003. Cash and cash equivalents of $990,279 receivables of $75,036 and prepaid expenses in the amount of $12,568 represented the current asset position at December 31, 2003.

During Fiscal 2003, the Company issued 6,111,229 common shares for proceeds of $1,326,850. 5,222,229 of these common shares were issued pursuant to private placements which took place in November and December; 454,000 of these shares were issued pursuant to the exercise of share purchase options; and, 435,000 of these common shares were issued pursuant to the exercise of share purchase warrants associated with earlier private placements.  The Company also issued 100,000 common shares pursuant to the Acquisition of Mineral Property Interests at a value of $56,000, while 100,000 common shares that had been issued in fiscal 2002 pursuant to a property option agreement that was not completed were returned to the treasury in the current fiscal year.

Cash used for Operating Activities during Fiscal 2003 was $252,365 including the net loss for the fiscal year of $432,855. The only adjustment in the category of items not affecting cash for the fiscal year was stock based compensation in the amount of $221,994. (Amortization in the amount of $1,821 was the only other item included in “Items not affecting cash”) Significant changes in non-cash balances relating to operations were an increase in prepaid expenses in the amount of $9,638; an increase in accounts payable and accrued liabilities in the amount of $36,436; and, an increase in receivables in the amount of $70,123. The asset increase was the result of a stronger cash position and a higher level of business activity. The increase in the liability was due to the greater level of business activity described earlier in this document.

Cash Used for Investing Activities during Fiscal 2003 totaled $42,343 which consisted of expenditures on the Company’s mineral property interests.

Cash Provided by Financing Activities during Fiscal 2003 was $1,273,203 and consisted of the cash received for the issuance of common shares as described earlier in this document.

Fiscal 2002, Ended 12/31/2002

The Company was relatively inactive during fiscal 2002 as described above.

As at December 31, 2002, the Company had a working capital deficiency of $30,600. Of this amount, cash represented only $11,784.

During this fiscal year the Company issued 2,085,000 common shares for proceeds of $417,000 pursuant to the private placement. The Company also issued 60,000 common shares as a Finder’s Fee on Mineral Property Acquisition at a value of $13,200.

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Cash Used for Operating Activities during Fiscal 2002 was $213,735 including the net loss for the fiscal year of $1,158,900. The Company wrote off mineral property interests in the amount of $215,315 and the associated deferred exploration costs in the amount of $704,123. (The property interests written off included the Aurora Property located in Oregon, U.S.A. and all the property interests in Peru which were acquired by staking.)  Significant other adjustments included amortization in the amount of $27,331. Changes in non-cash working capital items were less that $10,000 in total and included a slight increase in receivables $3,171; a slight increase in prepaid expenses $2,399; and, a slight increase in accounts payable and accrued liabilities in the amount of $3,966.

The Company incurred mineral property acquisition costs in the amount of $35,000 and deferred exploration costs in the amount of $3,819. These costs related to the Wemindji East and Portage West property interests, which were optioned during the year. In the interest of preserving capital The Company management subsequently elected to not complete these option agreements.

Fiscal 2001, Ended 12/31/2001

The Company was relatively inactive during Fiscal 2001 as described above.

As at December 31, 2001, the Company had a working capital deficiency of $86,650. Of this amount, cash represented only $4,338.

During this fiscal year the Company issued 1,620,000 units pursuant to private placements; 1,300,000 at $0.25 and 320,000 at $0.28 per unit. Each unit consisted of one common share and one share purchase warrant. Each warrant entitled the holder to acquire one additional common share at $0.30 for the $0.25 private placement and $0.38 for the $0.28 private placement until 1/31/2003. The Company also issued 32,000 common shares as a Finder’s Fee for a Private Placement.

Cash Used for Operating Activities during Fiscal 2001 was $254,802 including the net loss for the fiscal year of ($290,750). The only significant item not affecting cash during this fiscal period was amortization in the amount of $38,480.

Cash used in investing activities during Fiscal 2001 was $102,701 and consisted entirely of deferred exploration costs and capital spent on mineral property interests. $23,405 was spent on the Aurora property for acquisition costs and $15,200 was spent on the Chord property for acquisition costs.

Fiscal 2000, Ended 12/31/2000

The Company was relatively inactive during Fiscal 2000 as described above.

As at 12/31/2000, the Company had working capital in the amount of $68,721. Of this amount cash represented $119,207.

Cash used in operating activities was $224,004 including the net loss for the fiscal year in the amount of $399,262. Items not affecting cash included the following three items: amortization, the write-off of mineral property interests and the write-off of deferred exploration costs. As described above in Results of Operations Fiscal 2000 versus Fiscal 1999, the Company elected to sharply reduce expenses and conserve cash. The property interests that were written off during Fiscal 2000 were considered by management to be non-essential because of poor exploration results achieved earlier.

During Fiscal 2000, the Company issued 160,000 common shares in a private placement to insiders of the company raising $120,000.

The Company spent $48,992 on investing activities during Fiscal 2000. These funds were spent exclusively on mineral property interests and on deferred exploration costs. Of this amount, $22,700 was spent on the Aurora property in acquisition costs. The balance $12,436 was spent on maintenance and claim fees on the Chord and Aurora property interests in the United States and $13,856 on the Staked property interests located in Peru.

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Fiscal 1999, Ended 12/31/1999

As was the case from Fiscal 2000 through the end of Fiscal 2002, the Company was relatively inactive during Fiscal 1999 as described above.

As at 12/31/1999, the Company had a working capital deficiency in the amount of $118,268. At this date, the Company had only $681 in cash.

Cash used in operating activities was $884,592 including the net loss for the fiscal year in the amount of $1,680,211. Items not affecting cash included amortization in the amount of $49,701, gain the settlement of debt in the amount of $99,672, write-off of mineral property interests in the amount of $540,221, and write-off of deferred exploration costs in the amount of $324,867.

The amortization was for office equipment, computer equipment and vehicles.

The settlement of debt was pursuant to an agreement reached between the Company and an unaffiliated creditor.

The mineral property interests which were written off were the San Rafael River property interests and the Hot Rock property interests, both located in the United States. In an effort to conserve capital, the Company elected to write-off all mineral property interests which management deemed to be non-essential to the company. A property was deemed “non-essential” based on exploration results achieved to date. In the case of the San Rafael River property and the Hot Rock property interests, the exploration results were inferior to those associated with the Aurora property and the Staked property interests and so they were written off. The associated deferred exploration expenditures were also written off.

During Fiscal 1999, the Company issued a total of 574,000 common shares. 262,400 common shares were issued pursuant to a private placement for proceeds of $262,400; 60,400 common shares were issued pursuant to the exercise of common stock options for proceeds of $63,420; and 251,200 common shares were issued pursuant to the exercise of common stock warrants for proceeds of $283,800. From the proceeds of these share sales, the Company repaid a note payable in the amount of $185,421 and long-term debt in the amount of $1,863.

The Company spent $142,132 on investing activities during Fiscal 1999, the majority of which was devoted to mineral property interests. The Company did spend $2,406 on capital assets consisting of office equipment and computer equipment; and, the balance of $139,726 was spent on mineral property interests.

The Company spent $22,218 on acquisition costs associated with the Aurora property and $69,773 in deferred exploration costs associated with the Aurora property. These costs were geological consulting fees, maintenance and claim fees and general exploration expenditures. The balance of the deferred exploration costs in the amount of $47,735 were spent on geological consulting fees and general exploration expenditures on the Staked property interests in Peru.

Fiscal 1998, Ended 12/31/1998

As at 12/31/1998, the Company had working capital of $174,885. Of this amount, cash represented $508,978.

Cash used in operating activities was $1,149,187 including the loss for the fiscal year in the amount of $1,315,239. Items not affecting cash included amortization in the amount of $58,909. The amortization was associated  with office and computer equipment and vehicles.

The Company experienced an increase in the amount of $90,324 in accounts payable and accrued liabilities over the prior fiscal year. This increase was attributable to the higher level of business activity in Fiscal 1998 as compared to Fiscal 1997.

The Company also experienced an increase in a loan payable in the amount of $185,421. The loan payable was to the Riverton State Bank in the state of Wyoming and was secured by the Company’s bank accounts at that institution. The loan was paid off during Fiscal 1999 as described above.

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A total of 870,331 common shares were issued during the year. 731,091 were issued in private placements for cash of $1,187,045; 130,000 common shares were issued pursuant to the exercise of common stock warrants for proceeds of $136,500; and 9,240 common shares were issued for mineral properties at a value of $39,100.

Cash used in investing activities during this fiscal period was $965,600 and consisted of funds spent on capital assets, mineral property interests and other assets.

The Company spent $70,935 on capital assets during Fiscal 1998. These assets consisted of office equipment, computer equipment, computer software and vehicles.

In the category of “other assets” the Company spent $41,720. These funds were used to purchase a database, which contained exploration findings on mineral property interests.

The Company spent $88,435 in cash on acquisition costs associated with mineral property interests. These property interests were the San Rafael River property, the Hot Rock property interests, the Aurora property and the Staked property interests. Of the total amount spent on these property interests during Fiscal 1998 $127,535, $39,100 was paid by the issuance of common shares as described above.

Deferred exploration costs were $764,510 during Fiscal 1998. The majority of these funds $508,726 were spent on the property interests in Peru on exploration work. This work consisted of geological consulting fees, accommodation and camp costs, geological consulting fees, legal fees, maintenance and claim fees, report and map preparation, sampling work, transportation and travel. $43,200 of the total amount was spent on management fees. The Company spent $255,784 in deferred exploration costs on the property interests located in the United States. The majority $131,145 was spent on maintenance and claim fees followed by geological consulting fees $96,978, surveying $13,349, general expenditures and travel $14,312.

Fiscal 1997, Ended 12/31/1997

As at 12/31/1997, the Company had working capital of $1,079,914. Of this amount, cash represented $1,120,870.

Cash used in operating activities was $1,076,529 including the net loss for the fiscal year in the amount of $1,411,874. Items not affecting cash included depreciation in the amount of $31,161 and loss on mineral property interests in the amount of $374,101. The amortization was associated with office and computer equipment and vehicles. The loss on mineral property interests resulted from a management decision to abandon the Rio Puerco, Apex-Lowboy property interests. (All related costs were written off.)

The Company experienced an decrease in the amount of $1,481 in accounts receivable. This decrease was attributable to the higher level of cash available in Fiscal 1997 as compared to Fiscal 1996. Prepaid expenses also increased by $21,693 and accounts payable and accrued liabilities both decreased, in total, by $49,705. These decreases were also due to the higher level of cash available in Fiscal 1997 as compared to Fiscal 1996.

The Company issued a total of 1,057,437 common shares during fiscal 1997. 100,000 common shares were issued in private placements for proceeds of $803,000; 660,000 common shares were issued for special warrants for proceeds of $1,369,836; 27,170 were issued as agents’ special warrants for proceeds of $61,750; 41,400 common shares were issued for agents’ warrants; 4,600 common shares were issued as a finders’ fee at a value of $14,950; 45,712 common shares were issued for mineral properties at a value of $225,250; 118,055 common shares were issued pursuant to the exercise of warrants for cash of $300,737; and 60,500 common shares were issued pursuant to the exercise of options for cash of $198,925. These share issuances are described above in Item 4.A. History and Development of the Company, Financings.

Cash used in investing activities during this fiscal period was $879,173 and consisted of funds spent on capital assets, mineral property interests and other assets.

The Company spent $100,653 on capital assets during Fiscal 1997. These assets consisted of office equipment, computer equipment, computer software and vehicles.

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In the category of “other assets” the Company spent $67,850. These funds were used to purchase a database, which contained exploration findings on mineral property interests.

The Company spent $533,449 in cash on acquisition costs associated with mineral property interests. These property interests were the San Rafael River property, the Hot Rock property interests the Staked property interests and the Rio Puerco, Apex-Lowboy property interests. Of the total amount spent on these property interests during Fiscal 1997, $225,250 was paid by the issuance of common shares as described above.

Deferred exploration costs were $177,221 during Fiscal 1997 and of this amount $17,947 was spent on renewal fees and general expenditures on the property interests located in Utah; $15,477 was spent on the Rio Puerco Apex-Lowboy Property interests on a combination of renewal fees and report preparation; and, $143,797 was spent on the Staked property interests located in both the United States and Peru. These costs included consulting fees, general expenditures, renewal fees, report preparation and travel.

US GAAP Reconciliation

The Company’s consolidated financial statements have been prepared in accordance with generally accepted accounting principles in Canada (“Canadian GAAP”).  Material variations in the accounting principles, practices and methods used in preparing these consolidated financial statements from principles, practices and methods accepted in the United States (“United States GAAP”) are described below.

Mineral property interests and deferred exploration costs

Under Canadian GAAP, the Company records mineral property interests, which consist of the right to explore for mineral deposits, at cost.  The Company records deferred exploration costs, which consist of costs attributable to the exploration of mineral property interests, at cost.  All direct and indirect costs relating to the acquisition and exploration of these mineral property interests are capitalized on the basis of specific claim blocks until the mineral property interests to which they relate are placed into production, the mineral property interests are disposed of through sale or where management has determined there to be an impairment.  If a mineral property interest is abandoned, the mineral property interest and deferred exploration costs will be written off to operations in the period of abandonment. The recorded cost of mineral property interests and deferred exploration costs is based on cash paid and the value of share considerations issued for mineral property interest acquisitions and exploration costs incurred.  The recorded amount may not reflect recoverable value as this will be dependent on future development programs, the nature of the mineral deposit, commodity prices, adequate funding and the ability of the Company to bring its projects into production.

For United States GAAP purposes, effective until fiscal 2003, the Company expensed, as incurred, the acquisition and exploration costs relating to unproven mineral property interests. When proven and probable reserves are determined for a property and a feasibility study prepared, then subsequent development costs of the property are capitalized.  The capitalized costs of such properties are to be amortized using the unit of production method over the estimated life of the ore body based on proven and probable reserves and would be measured periodically for recoverability of carrying values.

Effective for fiscal 2004, the Company has adopted the provisions of EITF 04-02 “Whether Mineral Rights are Tangible or Intangible Assets” which concluded that mineral rights are tangible assets.  Accordingly, the Company capitalizes certain costs related to the acquisition of mineral property interests.  Under United States GAAP, exploration costs on mineral properties prior to the establishment of proven or probable reserves continue to be expensed as incurred.

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Stock-based compensation

Under United States GAAP, Statements of Financial Accounting Standards No. 123, “Accounting for Stock-based Compensation” (“SFAS 123”) recommended, but did not require, companies to establish a fair market value based method of accounting for stock-based compensation plans. The Company has elected to follow the recommendations of SFAS 123 and has chosen to account for stock-based compensation using the fair value based method. New accounting and disclosure standards were introduced under Canadian GAAP for the fiscal year ending December 31, 2002.  During the year ended December 31, 2003, under Canadian GAAP, the Company adopted, on a prospective basis, the fair value based method of accounting for all stock-based compensation.  Accordingly, there is no difference between Canadian GAAP and United States GAAP in the accounting for stock-based compensation for the years ended December 31, 2005, 2004 and, 2003.

Flow-through shares

Under Canadian income tax legislation, the Company is permitted to issue shares whereby the Company agrees to incur qualifying expenditures (as defined under the Income Tax Act of Canada) and renounce the related income tax deductions to the investors.  Under Canadian GAAP, Resource expenditure deductions for income tax purposes related to exploration activities funded by flow-through share arrangements are renounced to investors in accordance with Canadian income tax legislation. Under United States GAAP, any difference between the fair value of the non flow-through shares and the fair value of the flow-through shares must be recorded as a liability if a premium is paid by investors for the flow-through shares.  The liability is charged to income as the flow-through share proceeds are expended on qualifying expenditures and the related income tax deductions are renounced to investors.

Short Term investments

Under Canadian GAAP, temporary investments are carried at the lower of aggregate cost or current market value. Under United States GAAP, SFAS 115 requires that certain debt and equity investments must be classified into available-for-sale or trading securities and stated at fair market values.  Any unrealized holding gains or losses are reported as a separate component of shareholders’ equity until realized for available-for-sale securities, and included in earnings for trading securities.  For United States GAAP purposes, the Company's investment in debt securities have been classified as trading securities.

New accounting pronouncements

In September 2006, the FASB issued SFAS No. 157 (“FAS 157”), “Fair Value Measurements.” Among other requirements, FAS 157 defines fair value and establishes a framework for measuring fair value and also expands disclosure about the use of fair value to measure assets and liabilities. FAS 157 is effective beginning the first fiscal year that begins after November 15, 2007. The Company is currently evaluating the impact of FAS 157 on its financial position and results of operations.

In July 2006, the FASB issued Financial Interpretation No. 48, “Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109” (“FIN 48”), which is a change in accounting for income taxes. FIN 48 specifies how tax benefits for uncertain tax positions are to be recognized, measured, and derecognized in financial statements; requires certain disclosures of uncertain tax matters; specifies how reserves for uncertain tax positions should be classified on the balance sheet; and provides transition and interim period guidance, among other provisions. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company does not expect the adoption of FIN 48 will have a material impact on its financial position or results of operations.

In February, 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 155 “Accounting for Certain Hybrid Financial Instruments” and in March 2006, the FASB issued SFAS No. 156 “Accounting for Servicing of Financial Assets”, but they will not have any relationship to the operations of the Company. Therefore a description and its impact for each on the Company’s operations and financial position have not been disclosed.

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In May 2005, the Financial Accounting Standards Board (FASB) issued SFAS No. 154, “Accounting Changes and Error Corrections – A Replacement of APB Opinion No. 20 and SFAS No. 3”. SFAS 154 changes the requirements for the accounting for and reporting of a change in accounting principle and applies to all voluntary changes in accounting principle. It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. SFAS 154 requires retrospective application to prior periods’ financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. The provisions of SFAS No. 154 are effective for accounting changes and correction of errors made in fiscal years beginning after December 15, 2005. The adoption of this standard is not expected to have a material effect o n the Company’s results of operations or financial position.

In March 2005, the EITF issued EITF 04-6, "Accounting for Stripping Costs in the Mining Industry".  The consensus indicated that costs of removing overburden and waste materials ("stripping costs") after production begins, represent variable production costs and should be considered a component of mineral inventory cost subject to the guidance in Chapter 4 of Accounting Research Bulletin No. 43, "Restatement and Revision of Accounting Research Bulletins".  EITF 04-6 is effective for fiscal years beginning after December 15, 2005 and upon adoption, can be applied by either retroactively restating prior periods or using a cumulative catch-up adjustment.  The Company believes this Statement will have no impact on the financial statements of the Company once adopted.

In December 2004, the FASB issued SFAS No. 153, “Exchanges of Nonmonetary Assets - An Amendment of APB Opinion No. 29”. The guidance in APB Opinion No. 29, “Accounting for Nonmonetary Transactions”, is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. The guidance in that Opinion, however, included certain exceptions to that principle. SFAS No. 153 amends Opinion No. 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. The provisions of SFAS No. 153 are effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. Early application is permitte d and companies must apply the standard prospectively. The adoption of this standard did not have a material effect on the Company’s results of operations or financial position.

Critical Accounting Policies

Management is required to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.  On a regular basis, we evaluate our estimates and assumptions.  We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates under different assumptions or conditions.

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

The Company has no research and development operations, and does not have, nor is dependent upon, any patents or licenses.

5.D.  Trends

Management is not currently aware of any trends which is likely to materially affect the Company’s operations.

5.E.  Off-Balance Sheet Arrangements.

5.F.  Tabular disclosure of contractual obligations.

5.G.  Safe harbor.

      --- No Disclosure Necessary ---

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ITEM 6.  DIRECTORS, SENIOR MANAGEMENT, AND EMPLOYEES

6.A.  Directors and Senior Management

Table No. 7

Senior Management and Directors

______________________________________________________________________________

______________________________________________________________________________

Name	Age	Date First Elected of Appointed
Devinder Randhawa, Director, Chairman and Chief Executive Officer	45	July 3, 2002
David Miller, President and Chief Operating Officer	54	October 26, 2005
Bob Hemmerling, Corporate Secretary (1)	46	January 23, 2004
Patrick Groening, Chief Financial Officer	35	April 27, 2005
Stephen Khan, Executive Vice President	49	November 25, 2003
John De Joia, Vice President of Technical Services	58	March 15, 2005
Juan Velasquez, Vice President of environmental and Regulatory Affairs	56	March 15, 2005
Michael Halvorson, Director	57	December 23, 1996
Dr. Dieter Krewedl, Director	62	January 14, 2005
Ray Larson	67	December 20, 2006

Devinder Randhawa, the Chairman and Chief Executive Officer, is founder and President of RD Capital Inc., a privately held consulting firm providing venture capital and corporate finance services to emerging companies in the resources and non-resource sectors both in Canada and the US. Prior to founding RD Capital Inc., Mr. Randhawa was in the brokerage industry for 6 years as an investment advisor and corporate finance analyst. Mr. Randhawa received a Bachelors Degree in Business Administration with Honors from Trinity Western College of Langley, British Columbia in 1983 and received his Masters in Business Administration from the University of British Columbia in 1985. Mr. Randhawa was formerly the President of Lariat Capital Inc. which merged with Medicure in November 1999 and was the founder and former President and CEO of Royal County Minerals Corp. from 1998 to 2003 which was taken over by Canadian Gold Hunter (formerly International Curator) in July 20 03. Mr. Randhawa also founded Predator Capital Inc. which became Predator Exploration. Currently Mr. Randhawa is President and CEO of The Company, which he founded in 1996. He also is CEO and President of Jalna Minerals Ltd., CEO and Chairman of Pacific Asia China Energy Ind., and CEO and Director of Sernova Corp, all of which are public companies traded on the TSX Venture Exchange.

David Miller has been the President of the Company since October 26, 2005. Mr. Miller, is a minerals industry expert in exploration, acquisition and operations. His primary focus has been on uranium, coal bed methane and gold. David worked with Cogema, the second largest producer of uranium in the world, the last 4 as its chief geologist for in-situ operations in the US. Mr. Miller has over 25 years of experience in exploration and acquisition of uranium properties. Mr. Miller has consulted in uranium exploration, deposits, mining, and "in-situ" recovery for the IAEA. Mr. Miller is also an elected member of the Wyoming Legislature where his committee assignments include Minerals and the Energy Council.

Michael Halvorson, a Director of the Company is President of Halcorp Capital Ltd., a private investment company.  He has 35 years of experience in the financial markets.  In addition to his directorship with the Company, he is a director of several other publicly traded Canadian natural resource companies including Radiant Resources, Orezone Resources Inc., Canadian Hunter Gold, Viceroy Exploration Ltd., NovaGold Resources, Pediment Exploration Ltd., Esperanza Silver and Gentry Resources Ltd.

Ray Larson, a Director of the Company. He was appointed to the Advisory Board on July 15, 2004. Prior to his retirement in 1994 he was President and CEO of Uranium Resources, Inc. (“URI”), a uranium exploration and production company specializing in in-situ leach technology which he founded in 1977. URI pioneered the exploration, development and production of uranium ore bodies using in-situ recovery (ISR) technology, and was a founding member of the Uranium Producers of America Association. Mr. Larson has developed ISR extraction plants in the United States as well as negotiated multiple long-term uranium sales contracts with United States and European utilities.

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Bob Hemmerling, Corporate Secretary of the Company is a businessman and was a director of the Company until January 21, 2004. Mr. Hemmerling, has provided communication and investor relation services for the Company since September 1996. Prior to that time Mr. Hemmerling was employed as an electrician with Concord Electric, Kelowna, British Columbia.

Dr. Dieter Krewedl has been a member of the Board of Directors since January 14, 2005. Dr. Krewedl received his Ph.D. degree in Geology from the University of Arizona in 1973. Dr. Krewedl was with Pathfinder Mines Corporation, a wholly owned subsidiary of the French uranium company Cogema, for 23 years and was Pathfinder’s Vice President, Exploration from 1990 to 1995. Following Pathfinder, Dr. Krewedl joined Echo Bay Mines and became its Vice President, Exploration from 1996 to 1997 where he managed an aggressive domestic and international gold exploration program. Following Echo Bay, Dr. Krewedl held the position of Senior Vice President, Exploration for Idaho based Coeur d’Alene Mines from 1998 through 2003. Dr. Krewedl retired from Coeur at the beginning of 2004 and is a past President of the Geological Society of Nevada. He currently serves as a director of AuEx Ventures Inc and Kilgore Minerals Ltd., public companies which are traded on the TS X Venture Exchange.

Stephen Khan, is currently Executive Vice President and a former Director of the Company. He currently consults for private and public early stage growth companies in all sectors of industry. He spent close to twenty years in all aspects of the investment industry, including retail, institutional, corporate finance, capital markets, and investment banking areas. Mr. Khan has held senior management roles including serving as President, Chief Executive Officer, and Chairman of a number of regional and national Canadian investment brokerage houses. He has raised funds for a variety of companies, with a focus on the natural resource sector. Mr. Khan completed his Bachelor of Science and Master of Business degrees at the University of British Columbia before entering the investment industry. He is a Fellow of the Canadian Securities Institute, holds a Chartered Financial Analyst designation, and is a member of the CFA Institute. Mr. Khan is currently a consultant or officer of a number of private and public companies, and serves as a director of Pacific Asia China Energy Inc.

Mr. John De Joia has been a Vice President of the Company since March 15, 2005. He is a graduate of the University of Wyoming and has over 30 years of technical experience that includes underground, open pit and in-situ uranium mining. His Wyoming mining experience includes the Shirley Basin and Big Eagle uranium mines with Utah International, Development Geologist for Pathfinder Exploration Corporation, Chief Geologist for Federal American Partners in the Gas Hills District, and Director of Technical Services for American Nuclear Corporation. His extensive management experience includes work for Morrison-Knudsen, Inc. at the Idaho National Engineering Laboratory and Manager of the Washington Group projects at Los Alamos National Laboratory. His experience includes feasibility studies and start-up of new mines; permitting, mining and mapping of ore bodies in new mines; closure evaluations for uranium mine and mill tailings facilities and mixed waste facilitie s. He is a Registered Geologist in the State of Wyoming.

Mr. Juan Velasquez has been a Vice President of the Company since March 15, 2005. He is in charge of environmental and regulatory affairs for the Company. He is a graduate of the University of New Mexico with an undergraduate Bachelor of Science degree in biology and an MBA. He has over 30 years of experience including 7 years with Phillips Uranium Corporation, a subsidiary of Phillips Petroleum Company (now ConocoPhillips) as Manager of Environmental, Health, and Safety Affairs and 15 years with United Nuclear Corporation as President of the Minerals Division and Corporate Manager of Environmental Affairs. He has consulted to private, federal and state clients in the nuclear remediation industry. He has permitted several major uranium mining and milling operations, including Phillips Nose Rock mine/mill complex and the United Nuclear Church Rock mill tailings disposal facility. He has managed a variety of environmental project developments, operations, and c losure activities for Phillips, UNC, and his clients at locations throughout the United States, working closely with federal and state regulatory agencies to obtain the required approvals. He is a past Chairman of the New Mexico Mining Association Uranium Environmental Committee and has been active in various other state and national mining associations and organizations.

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Patrick Groening has been the Chief Financial Officer since April 27, 2005. Mr. Groening obtained his Chartered Accountant designation in 1999 and is a member of the Institute of Chartered Accountants of British Columbia. He also holds a professional accounting designation as a Certified Public Accountant and is member of the Illinois Board of Examiners in the United States. In addition to being an auditor for several years, Mr. Groening has provided business advisory, information technology, and financial accounting services. Mr. Groening is a general auditor registered in Bermuda, is the former CFO of Wolf Capital Corporation, a capital pool company traded on the TSX venture exchange, and is currently Chief Financial Officer of Sernova Corp, a public medical technologies company traded on the TSX Venture Exchange.

Advisory Board

Robert A. Quartermain is a member of the Advisory Board of the Company. He is the President and a director of Silver Standard Resources Inc., an unrelated public company. From 1976 to 1982, he worked for the Geological Survey of Canada and in private industry on mapping and exploration programs.  Mr. Quartermain also worked for Teck Corp, an unrelated public company, before becoming president of Silver Standard Resources Inc. in 1985. Since 1985, Mr. Quartermain has been involved as a director and/or officer of a number of public resource companies including currently Iamgold Corporation, Esperanza silver and Western Copper Mining Corporation, both unrelated public companies. He graduated in 1977 from the University of New Brunswick with a B.Sc. in geology, and from Queen’s University in 1981 with an M.Sc. in mineral exploration.

Dr. Hans von Michaelis is a member of the Advisory Board of the Company. He was appointed to the Advisory Board on September 8, 2004. He graduated from the University of Cape Town with a Ph.D. in Geochemistry in 1970. He has served as the President of Randol International Ltd., a private company, which he founded in 1977. Since 2000, Randol has provided corporate development, business development and financial services to companies in the mining industry.

The Directors have served in their respective capacities since their election and/or appointment and will serve until the next Annual General Meeting or until a successor is duly elected, unless the office is vacated in accordance with the Articles of the Company.

The Senior Management serves at the pleasure of the Board of Directors.

No Director and/or Senior Management has been the subject of any order, judgment, or decree of any governmental agency or administrator or of any court or competent jurisdiction, revoking or suspending for cause any license, permit or other authority of such person or of any corporation of which he is a Director and/or Senior Management, to engage in the securities business or in the sale of a particular security or temporarily or permanently restraining or enjoining any such person or any corporation of which he is an officer or director from engaging in or continuing any conduct/practice/employment in connection with the purchase or sale of securities, or convicting such person of any felony or misdemeanor involving a security or any aspect of the securities business or of theft or of any felony.  

There are no family relationships between any two or more Directors or Senior Management.  

There are no arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which any person referred to above was selected as a Director or member of senior management.

6.B.  Compensation

Cash Compensation. Total compensation accrued and/or paid (directly and/or indirectly) to all Directors/Senior Management during Fiscal 2005 ended 12/31/2005 was CDN$451,282. $121,600 was paid to Devinder Randhawa, the Chief Executive Officer of the Company; $69,188 to David Miller, the President of the Company; $80,000 was paid to Patrick Groening, the Chief Financial Officer of the Company; $76,495 was paid to Bob Hemmerling, Corporate Secretary; and, $103,998 was paid to Sona Capital, a Company controlled by Stephen Khan, Vice-President.

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Director Compensation.  Directors, for their service in their capacity as Directors, receive $24,000 per year plus an additional $2,000 per year for each committee on which they serve.  Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of the Board of Directors.  The Board of Directors may award special remuneration to any Director undertaking any special services on behalf of the Company other than services ordinarily required of a Director.  

Stock Options.  The Company may grant stock options to Directors, Senior Management, and employees/consultants.  Refer to ITEM #6.E., "Share Ownership" and Table #7 and #8 for information about stock options granted and outstanding.

During fiscal 2005, 7,082,971 stock options were exercised by officers, consultants and employees. 6,084,323 stock options were granted during this period.  No SARs (stock appreciation rights) were granted or exercised during this period.

During the first nine months of Fiscal 2006, ended September 30, 2006, 980,282 stock options were granted, 7,936,166 stock options were exercised by directors, officers and employees, and 2,500 expired or were cancelled.

Change of Control Remuneration.  The Company has no plans or arrangements in respect of remuneration received or that may be received by Executive Officers of the Company in Fiscal 2005 to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds US$60,000 per Senior Management.  

Other Compensation.  No Senior Management/Director received “other compensation” in excess of the lesser of US$25,000 or 10% of such officer's cash compensation, and all Senior Management/Directors as a group did not receive other compensation which exceeded US$25,000 times the number of persons in the group or 10% of the compensation.  

Bonus/Profit Sharing/Non-Cash Compensation.  Except for the stock option program discussed in ITEM #6.E., the Company has no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to the Company's Directors or Senior Management.  

Pension/Retirement Benefits.  No funds were set aside or accrued by the Company during Fiscal 2005 to provide pension, retirement or similar benefits for Directors or Senior Management.  

6.C.  Board Practices

Pursuant to the British Columbia Corporations Act, or the Act, and the articles of the Company, all directors hold office until the next meeting of the shareholders of the Company unless they resign or are removed in accordance with the Company’s Articles.  Officers are appointed to serve at the discretion of the Board of Directors.  The Board of Directors and Committees of the Board schedule regular meetings over the course of the year.

The fundamental objective of the Board is to ensure that it operates in a fashion that maximizes shareholder value over the long term.  The Board’s duties and responsibilities are all carried out in a manner consistent with that fundamental objective.   The principal duty and responsibility of the Board is to oversee the management and operations of the Company, with the day-to-day management of the business and affairs of the Company delegated by the Board to the President (the “CEO”) and other Senior Management.

The Board’s responsibilities include overseeing the conduct of the Company’s business, providing leadership and direction to its management, and setting policies.  Strategic direction for the Company is developed through the Board’s annual planning process.  Through this process, the Board adopts the operating plan for the coming year, and monitors management’s progress relative to that plan through a regular reporting and review process.

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The Board has delegated to the CEO and Senior Management responsibility for the day-to-day management of the business of the Company.  Matters of policy and issues outside the normal course of business are brought before the Board for its review and approval, along with all matters dictated by statute and legislation requiring Board review and approval.  The CEO and Senior Management review the Company’s progress in relation to the current operating plan at in-person Board meetings.  The Board meets on a regular basis with and without management present.  Financial, operational and strategic issues facing the Company are reviewed, monitored and approved at the Board meetings.

6.C.1.  Terms of Office.  Refer to ITEM 6.A.1.

6.C.2.  Directors’ Service Contracts.  --- No Disclosure Necessary ---

6.C.3.  Board of Director Committees.

The Company has an Audit Committee, which recommends to the Board of Directors the engagement of the independent auditors of the Company and reviews with the independent auditors the scope and results of the Company’s audits, the Company’s internal accounting controls, and the professional services furnished by the independent auditors to the Company.  The current members of the Audit Committee are: Michael Halvorson, Devinder Randhawa and Dr. Dieter Krewedl. The Audit Committee met four times during Fiscal 2006.

6.D.  Employees

As of 1/31/2007, the Company had 7 employees, excluding the Senior Management.  2 of the employees are employed at the Company’s headquarters in Kelowna as Bookkeeper and Administrative Assistant, and 5 are employed as geologists in the Riverton, Wyoming office. None of the Company's employees are covered by collective bargaining agreements.

6.E.  Share Ownership

Table No. 8 lists, as of 1/31/2007, Directors and Senior Management who beneficially own the Company's voting securities, consisting solely of common share, and the amount of the Company's voting securities owned by the Directors and Senior Management as a group.  

Table No. 8

Shareholdings of Directors and Senior Management

Title of Class	Name of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
Common	Devinder Randhawa    (1)	2,228,338	3.12%
Common	David Miller (2)	2,325,930	3.26%
Common	Michael Halvorson    (3)	836,111	1.18%
Common	Steven Khan          (4)	410,700	0.58%
Common	Dieter Krewedl   (5)	375,000	0.53%
Common	Robert Hemmerling       (6)	676,760	0.95%
Common	Ray Larson  (7)	170,000	0.24%
Common	Patrick Groening (8)	284,000	0.40%
	Total Directors/Management 5% Holders	7,306,839	9.98%

(1)

Of these shares 485,000 are represented by currently exercisable share purchase options.

(2)

Of these shares 485,000 are represented by currently exercisable share purchase options.

(3)

Of these shares 190,000 are represented by currently exercisable share purchase options.

(4)

Of these shares 310,000 are represented by currently exercisable share purchase options.

(5)

Of these shares 225,000 are represented by currently exercisable share purchase options.

(6)

Of these shares 190,000 are represented by currently exercisable share purchase options.

(7)

Of these shares 170,000 are represented by currently exercisable share purchase options.

(8)

Of these shares 190,000 are represented by currently exercisable share purchase options.

# Based on 70,949,380 common shares outstanding as of 1/31/2007 and share options and share purchase warrants held by each individual which are exercisable within sixty days.

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Stock Options.  The terms of incentive options grantable by the Company are done in accordance with the rules and policies of the TSX Venture Exchange and the British Columbia Securities Commission, including the number of common shares under option, the exercise price and expiry date of such options, and any amendments thereto.  The Company adopted a formal written stock option plan (the Stock Option Plan") on 5/17/05, and it was reaffirmed by the shareholders at the Company’s annual general meeting held on May 29, 2006.

The principal purposes of the Company’s stock option program are to (a) promote a proprietary interest in the Company among the officers, directors and employees of the Company and its affiliates, (b) retain and attract the qualified officers, directors and employees the Company requires, (c) provide a long-term incentive element in overall compensation, and (d) promote the long-term profitability of the Company.

The Stock Option Plan provides that stock options may be granted to directors, senior officers, employees and consultants of the Company and management company employees.  For the purposes of the Stock Option Plan, the terms “employees”, “consultants” and “management company employees” have the meanings set out in TSX Venture Exchange Policy 4.4.  In addition, the term “director” is defined in TSX Venture Exchange Policy 4.4 to include directors, senior officers and management company employees.

Under the Stock Option Plan, the Company’s board of directors (the “Board”) may, from time to time, designate a director or other senior officer or employee of the Company as administrator (the “Administrator”) for the purposes of administering the Plan.  Currently, the Administrator is the Corporate Secretary of the Company.

The Plan provides for the issuance of stock options to acquire at any time up to a maximum of 10% of the issued and outstanding common shares of the Company (subject to standard anti-dilution adjustments).  If a stock option expires or otherwise terminates for any reason without having been exercised in full, the number of common shares reserved for issuance under that expired or terminated stock option shall again be available for the purposes of the Plan.  Any stock option outstanding when the Plan is terminated will remain in effect until it is exercised or it expires.  The Plan provides that it is solely within the discretion of the Board to determine who should receive stock options and in what amounts, subject to the following conditions:

(a)

options will be non-assignable and non-transferable except that they will be exercisable by the personal representative of the option holder in the event of the option holder’s death;

(b)

options may be exercisable for a maximum of five years from grant date;

(c)

options to acquire no more than 5% of the issued shares of the Company may be granted to any one individual in any 12 month period;

(d)

options to acquire no more than 2% of the issued shares of the Company may be granted to any one consultant in any 12 month period;

(e)

options to acquire no more than an aggregate of 2% of the issued shares of the Company may be granted to an employee conducting investor relations activities (as defined in TSX Venture Exchange Policy 1.1), in any 12 month period;

(f)

options held by an option holder who is a director, employee, consultant or management company employee must expire within 90 days after the option holder ceases to be a director, employee, consultant or management company employee;

(g)

options held by an option holder who is engaged in investor relations activities must expire within 30 days after the option holder ceases to be employed by the Company to provide investor relations activities; and

(h)

in the event of an option holder’s death, the option holder’s personal representative may exercise any portion of the option holder’s vested outstanding options for a period of one year following the option holder’s death.

The Stock Option Plan provides that other terms and conditions may be attached to a particular stock option, such terms and conditions to be referred to in a schedule attached to the option certificate.  Stock options granted to directors, senior officers, employees or consultants will vest when granted unless otherwise determined by the Board on a case by case basis, other than stock options granted to consultants performing investor relations activities, which will vest in stages over 12 months with no more than one-fourth of the options vesting in any three month period.

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In addition, under the Stock Option Plan a stock option will expire immediately in the event a director or senior officer ceases to be a director or senior officer of the Company as a result of (i) ceasing to meet the qualifications under the Company Act (British Columbia), (ii) the passing of a special resolution by the shareholders or (iii) an order made by a regulatory authority. A stock option will also expire immediately in the event an employee ceases to be an employee as a result of termination for cause or an employee or consultant ceases to be an employee or consultant as a result of an order made by a regulatory authority.

The price at which an option holder may purchase a common share upon the exercise of a stock option will be as set forth in the option certificate issued in respect of such option and in any event will not be less than the discounted market price of the Company’s common shares as of the date of the grant of the stock option (the “Award Date”).  The market price of the Company’s common shares for a particular Award Date will typically be the closing trading price of the Company’s common shares on the day immediately preceding the Award Date, or otherwise in accordance with the terms of the Stock Option Plan.  Discounted market price means the market price less a discount of up to 25% if the market price is $0.50 or less; up to 20% if the market price is between $2.00 and $0.51; and up to 15% if the market price is greater than $2.00.

In no case will a stock option be exercisable at a price less than the minimum prescribed by each of the organized trading facilities or the applicable regulatory authorities that would apply to the award of the stock option in question.

The Stock Option Plan also provides that (a) disinterested shareholder approval will be obtained for any reduction in the exercise price of an option held by an insider of the Company and (b) options cannot be granted to employees, consultants or management company employees that are not bona fide employees, consultants or management company employees, as the case may be.

Common shares will not be issued pursuant to stock options granted under the Stock Option Plan until they have been fully paid for by the option holder.  The Company will not provide financial assistance to option holders to assist them in exercising their stock options.

The names and titles of the Directors/Senior Management of the Company to whom outstanding stock options have been granted and the number of common shares subject to such options are set forth in Table No. 9 as of 1/31/2007, as well as the number of options granted to Directors/Senior Management and all employees as a group.  Although the Company has the right to create a multi-year vesting schedule, except as noted below all existing granted stock options were vested upon granting.

Table No. 9

Stock Options Outstanding

Name	Number of Shares of Common Stock	Exercise Price	Grant Date	Expiration Date
Officers/Directors:
Michael Halvorson	50,000	1.50	Oct 6, 2005	Oct 10, 2010
	125,000	1.70	Aug 31, 2006	Aug 31, 2011
	50,000	2.10	Oct 27, 2006	Oct 27, 2011
David Miller	100,000	1.50	Oct 6, 2005	Oct 10, 2010
	275,000	1.70	Aug 31, 2006	Aug 31, 2011
	110,000	2.10	Oct 27, 2006	Oct 27, 2011
Devinder Randhawa	100,000	1.50	Oct 6, 2005	Oct 10, 2010
	275,000	1.70	Aug 31, 2006	Aug 31, 2011
	110,000	2.10	Oct 27, 2006	Oct 27, 2011

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Steven Khan	100,000	1.50	Oct 6, 2005	Oct 10, 2010
	150,000	1.70	Aug 31, 2006	Aug 31, 2011
	60,000	2.10	Oct 27, 2006	Oct 27, 2011
Dieter Krewedl	50,000	1.50	Oct 6, 2005	Oct 10, 2010
	125,000	1.70	Aug 31, 2006	Aug 31, 2011
	50,000	2.10	Oct 27, 2006	Oct 27, 2011
Ray Larson	100,000	3.00	Dec 15, 2006	Dec 15, 2010
	50,000	1.70	Aug 31, 2006	Aug 31, 2011
	20,000	2.10	Oct 27, 2006	Oct 27, 2011
Robert Hemmerling	50,000	1.50	Oct 6, 2005	Oct 10, 2010
	100,000	1.70	Aug 31, 2006	Aug 31, 2011
	40,000	2.10	Oct 27, 2006	Oct 27, 2011
Patrick Groening	50,000	1.50	Oct 6, 2005	Oct 10, 2010
	100,000	1.70	Aug 31, 2006	Aug 31, 2011
	40,000	2.10	Oct 27, 2006	Oct 27, 2011
Employees/Consultants	15,000	2.25	Feb 8, 2005	Feb 8, 2007
	300,000	2.20	Apr 29, 2005	Apr 29, 2007
	445,000	1.50	Oct 6, 2005	Oct 10, 2010
	125,000	2.50	Apr 13, 2006	Apr 13, 2009
	20,000	1.75	June 14, 2006	June 14, 2011
	565,000	1.70	Aug 31, 2006	Aug 31, 2011
	240,000	2.10	Oct 27, 2006	Oct 27, 2011
Agents’ Options	195,957	2.55	May 9, 2006	May 9, 2007

Total Officers/Directors	2,280,000
Total Employees/Consultants	1,710,000
Agents’ Options	195,957
Total Options Outstanding	4,185,957

______________________________________________________________________________

ITEM 7.  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

7.A.  Major Shareholders.

7.A.1.a.  Holdings By Major Shareholders.

The Company is aware of one person/company who beneficially owns 5% or more of the Registrant's voting securities. Table No. 10 lists as of 1/31/2007, persons and/or companies holding 5% or more beneficial interest in the Company’s outstanding common stock.

Table No. 10

5% or Greater Shareholders

Title of Class	Name of Owner	Amount and Nature of Beneficial Ownership	Percent of Class
Common	Sprott Asset Management (1)	13,503,000	18.91%

(1)

Includes 442,000 currently exercisable stock purchase warrants.

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Based on 70,949,380 shares outstanding as of 1/29/2007 and stock purchase warrants held by each 5% or greater shareholder exercisable within sixty days.

No shareholders of the Company have different voting rights from any other shareholder.

7.A.1.b.  Significant Changes in Major Shareholders’ Holdings.   

The participation in private placements of equity by the Company, the exercise of stock options/share purchase warrants, and sales by the individuals has lead over the last several years to some significant changes in the holdings of major shareholders (5%); the table reflects direct/indirect holdings of common shares, refer to Tables #8, #9, #10 for additional information.

Name	Shares Owned 12/31/2006	Shares Owned 12/31/2005	Shares Owned 12/31/2004	Shares Owned 12/31/2003
Devinder Randhawa Sprott Asset Management	1,743,338 13,283,300	1,318,223 12,574,300	1,777,619 7,537,143	3,250,974 NIL

	Shares Owned 12/31/2002	Shares Owned 12/31/2001	Shares Owned 12/31/2000	Shares Owned 12/31/1999
Devinder Randhawa Sprott Asset Management	1,959,918 NIL	988,148 NIL	229,418 NIL	787,093 NIL

	Shares Owned 12/31/1998	Shares Owned 12/31/1997
Devinder Randhawa Sprott Asset Management	1,093,625 NIL	189,331 NIL

______________________________________________________________________________

7.A.1.c.  Different Voting Rights.  The Company’s major shareholders do not have different voting rights.

7.A.2.  Share Ownership.  

On 1/31/2007, the Company’s shareholders’ list showed 71,024,380 common shares outstanding, with 158 registered shareholders, including depositories.  60 registered shareholders were resident in Canada, holding 61,302,281 common shares representing about 86.31% of the issued and outstanding common shares; 95 of these shareholders were resident in the United States, holding 9,712,163 common shares representing about 13.67% of the issued and outstanding common shares; and 3 registered shareholders were resident in countries other than Canada and the United States, holding 10,000 common shares representing about 0.01% of the issued and outstanding common shares.

The Company has researched the indirect holding by depository institutions and other financial institutions; based on this research and other research into the indirect holdings of other institutions, the Company believes that it has approximately 2,910 beneficial owners of its common shares.

7.A.3.  Control of Company.  The Company is a publicly owned Canadian corporation, the shares of which are owned by U.S. residents, Canadian residents and other foreign residents.  The Company is not controlled by any foreign government or other person(s) except as described in ITEM #4.A., “History and Growth of the Company”, and ITEM #6.E., “Share Ownership”.

7.A.4.  Change of Control of Company Arrangements.   

No Disclosure Necessary

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7.B.  Related Party Transactions

During the three most recent fiscal years, the Company entered into transactions with related parties as follows:  

Consulting fees of $135,581 (2005 - $121,600; 2004 - $62,455; 2003 - $67,689) were paid or accrued to RD Capital Inc., a company controlled by Devinder Randhawa, an officer and director of the Company. Mr. Randhawa also received $28,500 (2005 – Nil; 2004 – Nil; 2003 – Nil) for Director’s Fees.

Consulting fees of $155,034 (2005 - $69,189) were paid to David Miller, an officer and director of the Company. Mr. Miller also received $13,500 (2005 – Nil) for Director’s Fees. Mr. Miller also received a total of 500,000 common shares of the Company over the last 3 years pursuant to the acquisition of property interests by the Company from Mr. Miller.

Consulting fees of $122,415 (2005 - $4103,998; 2004 - $39,632; 2003 – Nil) were paid or accrued to Sona Capital Inc., a company controlled by Stephen Khan, an officer and former director of the Company. Mr. Khan also received $14,000 (2005 – Nil; 2004 – Nil; 2003 – Nil) for Director’s Fees.

Consulting fees of $84,000 (2005 - $76,495; 2004 - $46,250) were paid or accrued to Robert Hemmerling, an officer of the Company.

Consulting fees of $84,000 (2005 - $80,000) were paid to Patrick Groening, an officer of the Company.

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

Amounts due to related parties are due to directors and companies controlled by directors and are unsecured, non-interest bearing and have no specific repayment terms.

Management believes the transactions referenced above were on terms at least as favorable to the Company as the Company could have obtained from unaffiliated parties.  

7.C.  Interests of Experts and Counsel   

       --- No Disclosure Necessary ---

ITEM 8.  FINANCIAL INFORMATION

8.A.  Statements and Other Financial Information

The Company's financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with Canadian Generally Accepted Accounting Principles (GAAP), the application of which, in the case of the Company, conforms in all material respects for the periods presented with United States GAAP, except as discussed in footnotes to the financial statements.

The financial statements as required under ITEM #17 are attached hereto and found immediately following the text of this Registration Statement.  The audit report of Davidson & Company, independent Chartered Accountants, is included herein immediately preceding the financial statements.

Audited Financial Statements:

Fiscal 2005/2004/2003/2002/2001/2000/1999/1998/1997 Ended December 31st

Unaudited Interim Financial Statements

Nine Months Ended September 30, 2006/2005

8.A.7.  Legal/Arbitration Proceedings

The Directors and the management of the Company do not know of any material, active or pending, legal proceedings against them; nor is the Company involved as a plaintiff in any material proceeding or pending litigation.  

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The Directors and the management of the Company know of no active or pending proceedings against anyone that might materially adversely affect an interest of the Company.  

8.B.  Significant Changes

No significant change has occurred in the Company’s financial condition since the date of the most recent interim financial statements.  

ITEM 9.  THE OFFER AND LISTING

9.A.  Common Share Trading Information

The Company's common shares began trading on the TSX Venture Exchange in Vancouver, British Columbia, Canada, on 9/26/1989. The stock symbol is “STM”.  The CUSIP number is #863077-10-3.

Table No. 11 lists the volume of trading and high and low sales prices for the Company's common shares, by month, for the last fourteen months, the last fourteen fiscal quarters, and the last ten fiscal years.  

Table No. 11

TSX Venture Exchange

Common Shares Trading Activity

	High	Low
Monthly
January 2006	$4.20	$2.87
December 2006	$3.50	$2.87
November 2006	$3.11	$2.35
October 2006	$2.66	$1.76
September 2006	$2.20	$1.74
August 2006	$1.98	$1.49
July 2006	$2.03	$1.71
June 2006	$2.07	$1.62
May 2006	$2.51	$1.85
April 2006	$2.84	$2.28
March 2006	$3.00	$2.08
February 2006	$2.45	$1.79
January 2006	$2.53	$1.88
December 2005	$1.90	$1.57
Quarterly
December 2006	$3.50	$1.76
September 2006	$2.20	$1.49
June 2006	$2.84	$1.62
March 2006	$3.00	$1.79
December 2005	$1.90	$1.14
September 2005	$1.73	$1.18
June 2005	$2.51	$1.49
March 2005	$2.95	$1.56
December 2004	$1.84	$1.12
September 2004	$1.50	$0.60
June 2004	$1.00	$0.36
March 2004	$1.07	$0.55
December 2003	$0.90	$0.23
September 2003	$0.24	$0.08

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Yearly
Fiscal 2006 (December 31st)	$3.50	$1.49
Fiscal 2005 (December 31st)	$2.95	$1.14
Fiscal 2004 (December 31st)	$1.84	$0.36
Fiscal 2003 (December 31st)	$0.90	$0.075
Fiscal 2002 (December 31st)	$0.30	$0.08
Fiscal 2001 (December 31st)	$0.55	$0.18
Fiscal 2000 (December 31st)	$0.50	$0.30
Fiscal 1999 (December 31st)	$0.25	$0.23
Fiscal 1998 (December 31st)	$0.30	$0.23
Fiscal 1997 (December 31st)	$0.28	$0.19

The TSX Venture Exchange

The TSX Venture Exchange (“TSX-V”) is a result of the acquisition of the Canadian Venture Exchange by the Toronto Stock Exchange.  

The Canadian Venture Exchange was a result of the merger between the Vancouver Stock Exchange and the Alberta Stock Exchange which took place on November 29, 1999. On August 1, 2001, the Toronto Stock Exchange completed its purchase of the Canadian Venture Exchange from its member firms and renamed the Exchange the TSX Venture Exchange. The TSX-V currently operates as a complementary but independent exchange from its parent.

The initial roster of the TSX-V was made up of venture companies previously listed on the Vancouver Stock Exchange or the Alberta Stock Exchange and later incorporated junior listings from the Toronto, Montreal and Winnipeg Stock Exchanges. The TSX-V is a venture market as compared to the Toronto Stock Exchange which is Canada’s senior market and the Montreal Exchange which is Canada’s market for derivatives products.

The TSX-V currently has five service centers: Calgary, Toronto, Vancouver, Winnipeg and Montreal.  These service centers provide corporate finance, surveillance and marketing expertise.  The corporate office for the TSX-V is located in Calgary and the operations office is located in Vancouver.

The TSX-V is a self-regulating organization owned and operated by the TSX Group.  It is governed by representatives of its member firms and the public.

The TSX Group acts as a business link between TSX Venture Exchange members, listed companies and investors. CDNX policies and procedures are designed to accommodate companies still in their formative stages and recognize those that are more established. Listings are predominately small and medium sized companies.

Regulation of the TSX Venture Exchange, its member firms and its listed companies is the responsibility of Market Regulation Services Inc. (“RS”) which was created as a joint initiative of The Toronto Stock Exchange Inc. and the Investment Dealers Association of Canada.

RS is recognized as a self-regulatory entity in the provinces of British Columbia, Alberta, Manitoba, Ontario and Quebec. As a Regulation Service Provider, RS provides independent regulation services to marketplaces (existing exchanges, quotation and trade reporting systems (QTRSs) and alternative trading systems (ATSs) and their participants in Canada that contract with RS Inc. for the provision of regulation services. As a national regulator for the Canadian marketplace, it is the first independent regulator of its kind for the Canadian securities market.

RS administers, oversees and enforces the Universal Market Integrity Rules (“UMIR”). To ensure compliance with UMIR, RS monitors real-time trading operations and market-related activities of marketplaces and participants. RS also enforces compliance with UMIR by investigating alleged rule violations and administering any settlements and hearings that may arise in respect of such violations.

RS's areas of responsibility include Market Surveillance; Operations and General Counsel (Market Policy); and Investigations and Enforcement.

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The Market Surveillance division monitors all securities trading for compliance with the Universal Market Integrity Rules and marketplace specific rules. Market Surveillance also investigates irregularities and complaints relating to trading on marketplaces for which RS acts as regulation services provider to ensure a fair and orderly marketplace for all participants. This division is responsible for market supervision, which includes monitoring trading activity and timely disclosure, as well as preliminary investigations and trade desk compliance.

The market surveillance department issues TSX-V notices to inform the public of halts, suspensions, delistings, and other enforcement actions.  All TSX-V notices can be found on the TSE/TSX website at www.tse.com.  In the public interest, trading halts or suspensions are maintained until the surveillance department is satisfied that there is adequate disclosure of the company’s affairs and a level playing field for investors. By Exchange policy, the department also reviews and approves certain types of transactions for all TSX listed companies. These types of transactions includes option grants, private placements and other share issuances, mergers and acquisitions, property-asset acquisitions and dispositions, loans, bonuses and finder’s fees, changes of business, name changes, stock splits, and related party transactions. If the Exchange’s review of such transactions finds them to be contrary to the public interest or is in violation of policy, a pproval for the transaction will be denied and any action taken by the company towards the completion of the transaction must be reversed.   

The Operations and General Counsel division is responsible for the development and  implementation UMIR as well as providing interpretations of, or exemptions from, UMIR with the goal of promoting market integrity. This division also coordinates all operational activities of RS including strategic planning and overall organizational matters. Finally, the General Counsel's office of this division is responsible for all legal services and matters relating to RS's Board of Directors.

The Investigation and Enforcement division is responsible for conducting investigations and prosecutions of violations of the UMIR and Policies and market integrity and market quality rules specific to the TSX Venture Exchange. Functions of this division include Investigations, Enforcement and Investigative Research.

a) Investigations

Investigations focus on activities that may be in breach of the UMIR and/or the rules of the TSX Venture Exchange. The types of violations frequently investigated include high closings, market manipulation, client priority trading violations, unapproved trading, trading in restricted securities and conduct inconsistent with the just and equitable principles of trade.

Requests for investigations come primarily from the Market Surveillance division of RS. Other sources include the provincial securities commissions, the Operations and General Counsel division, marketplaces, and in some instances, the general public. Investigators also lend assistance to investigations conducted by provincial securities commissions.

b) Enforcement

Once an investigation is complete and a decision has been made to proceed with a prosecution a statement of allegations is served upon the concerned party which references the rule or rules alleged to have been in violation. An Offer of Settlement is also presented to the concerned party, who can either accept or reject the Offer of Settlement. If accepted, the Offer of Settlement must be approved by a hearing panel of RS. The hearing panel may accept the Offer of Settlement or reject it. If the Offer of Settlement is rejected by either the concerned party or by a settlement hearing panel, a Notice of Hearing is issued and served upon the concerned party and the matter proceeds to a hearing before a hearing panel. If the hearing panel determines that an applicable requirement has been violated, it may impose a range of penalties, including a reprimand, a fine, or the restriction, suspension or revocation of access to a marketplace. After all hearings, there is an official public notification concerning the outcome of the hearing and the penalty or remedy imposed.

c) Investigative Research

The Investigative Research Division performs in-depth corporate research relating to officers, directors, and significant shareholders of organizations applying to list securities on the TSX Venture Exchange, or applying to obtain access to the marketplace's trading systems. Due diligence is a major function of the Enforcement division. The overall goal is to improve communication and to raise the standards of compliance in the securities trading industry.

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Investors in Canada are protected by the Canadian Investor Protection Fund (“CIPF”). The CIPF is a private trust fund established to protect customers in the event of the insolvency of a member of any of the following Self-Regulatory Organizations: the TSX Venture Exchange, the Montreal Exchange, the Toronto Stock Exchange, the Toronto Futures Exchange and the Investment Dealers Association of Canada.

9.A.5.  Common Share Description

Registrar/Common Shares Outstanding/Shareholders

The Company’s common shares are issued in registered form and the following information is taken from the records of CIBC Mellon Trust Company (located in Vancouver, British Columbia, Canada), the registrar and transfer agent for the common shares.

Common Share Description

All of the authorized common shares of the Company are of the same class and, once issued, rank equally as to dividends, voting powers, and participation in assets.  Holders of common stock are entitled to one vote for each share held of record on all matters to be acted upon by the shareholders.  Holders of common stock are entitled to receive such dividends as may be declared from time to time by the Board of Directors, in its discretion, out of funds legally available therefore.

Upon liquidation, dissolution or winding up of the Company, holders of common stock are entitled to receive pro rata the assets of Company, if any, remaining after payments of all debts and liabilities.  No shares have been issued subject to call or assessment.  There are no pre-emptive or conversion rights and no provisions for redemption or purchase for cancellation, surrender, or sinking or purchase funds.

Provisions as to the modification, amendment or variation of such shareholder rights or provisions are contained in the British Columbia Company Act (“Company Act”) of British Columbia.  Unless the Company Act or the Company’s Articles or Memorandum otherwise provide, any action to be taken by a resolution of the members may be taken by an ordinary resolution or by a vote of a majority or more of the shares represented at the shareholders’ meeting.

The Company’s Articles and the Company Act contain provisions, which require a “special resolution” for effecting certain corporate actions.  Such a “special resolution” requires a three-quarters vote of shareholders rather than a simple majority for passage.  The principle corporate actions that require a “special resolution” include:

•

Transferring the Company’s jurisdiction from British Columbia to another jurisdiction;

•

Giving financial assistance under certain circumstances;

•

Certain conflicts of interest by Directors;

•

Disposing of all/substantially all of Company’s undertakings;

•

Removing Director before expiration of his term of office;

•

Certain alterations of share capital;

•

Changing the Company name;

•

Altering any restrictions on the Company’s business; and

•

Certain reorganizations of the Company.

There are no restrictions on the repurchase or redemption of common shares of the Company while there is any arrearage in the payment of dividends or sinking fund installments.

Stock Options

Refer to ITEM 6.E. and Tables #7 and #8 for additional information.

Warrants

Table No. 12 lists, as of 1/31/2007, share purchase warrants outstanding, the date the share purchase warrants were issued, the exercise price, and the expiration date of the share purchase warrants.  As of 1/31/2007 the Company was aware of 22 holders of its share purchase warrants, 19 of whom were resident in Canada, 1 in the United States, and 2 elsewhere.  

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Table No. 12

Share Purchase Warrants Outstanding

Effective Date of Issuance	Number of Share Purchase Warrants Currently Outstanding	Exercise Price	Expiration Date of Share Purchase Warrants
Feb 21, 2005	505,432	$2.00	Feb 21, 2007
Oct 26, 2005	57,143	$2.00	Oct 26, 2007
May 9, 2006	784,325	$3.25	Nov 9, 2007
TOTAL	1,346,900

Flow-Through Common Shares

The Company has historically funded a portion of its mineral exploration activities within Canada through the issuance of Flow-Through Common Shares. Section 66 of the Income Tax Act of Canada allows for investment tax credits, at a rate of 15%, applicable to certain mining exploration expenses in Canada pursuant to a Flow-through share issuance agreement. Common shares of exploration companies which are issued under the program are known as “Flow-Through” shares as the Company making the qualified expenditures flow-through such tax credits received to the purchasers of these specific common shares. A Flow-through share investor could apply this tax credit to reduce his or her Canadian Federal income tax payable. In order to apply for the credits, the flow-through shareholder must be resident in Canada and subject to Canada Federal Income Tax for the taxation year in which the credit is being claimed.

The mining exploration expenses that qualify for the investment tax credit under the Flow-through program must be incurred in the scope of mining exploration activities conducted from or above the ground surface in order to determine the existence or location of mineral materials. These minerals include the deposit of common metals or the deposit of minerals for which the Minister of Natural Resources has stated that the principal mineral extract is an industrial mineral contained in a non-stratified deposit. The mining exploration activities that qualify include expenses incurred in order to determine the existence, location, extent, or quality of a mineral resource in Canada, including the prospector costs, the geological, geophysical or geochemical study costs, the costs of steelhead or diamond drilling, by hammering or other methods, and the costs of digging trenches. It is not intended for expenses related to existing mines.

The Company has made the following Flow-Through Common Share issuances:

Fiscal Year	Amount of Flow-Through Common Shares Issued	Proceeds from Sale of Flow-Through Common Shares
1997	None	None
1998	None	None
1999	None	None
2000	None	None
2001	None	None
2002	None	None
2003	396,000	$99,000
2004	513,000	$1,000,350
2005	30,000	$58,500
2006	1,697,300	$5,091,900

Escrowed Common Shares

          ---No Disclosure Necessary---

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9.A.6.  Differing Rights

9.A.7.a.  Subscription Warrants/Right

9.A.7.b.  Convertible Securities/Warrants

          --- No Disclosure Necessary ---

9.C.  Stock Exchanges Identified

The common shares trade on the TSX Venture Exchange in Toronto, Ontario.

Refer to ITEM #9.A.4.

ITEM 10.  ADDITIONAL INFORMATION

10.A.  Share Capital

10.A.1.  Authorized/Issued Capital.  

As of 12/31/2005 there was an unlimited number of common shares without par value authorized. As of 12/31/2004, 12/31/2003, 12/31/2002, and 12/31/2001, there were 100,000,000 common shares without par value authorized. At 12/31/2005 there were 55,755,514 common shares issued and outstanding.  At 12/31/2004 there were 36,241,257 common shares issued and outstanding.  At 12/31/2003, there were 14,157,777 common shares issued and outstanding.  As of 12/31/2002 and 12/31/2001 there were 8,046,548 and 5,801,548 common shares issued and outstanding respectively. As of September 30, 2006, the latest period for which financial statements are available, there were 69,472,630 common issued and outstanding.

During the last five years, less than 10% of the capital has been “paid for” with assets other than cash.

10.A.2.  Shares Not Representing Capital.

10.A.3.  Shares Held By Company.

--- No Disclosure Necessary ---

10.A.4.  Stock Options/Share Purchase Warrants

10.A.5.  Stock Options/Share Purchase Warrants

--- Refer to Table No. 8 and Table No. 10

10.A.6.  History of Share Capital

The Company has financed its operations through funds raised in public and private placements of common shares and the exercise of stock options.

Fiscal Year	Nature of Share Issuance	Number of Shares	Capital
1997	Exercise of share purchase options	60,500	$198,925
	Exercise of share purchase warrants	118,055	$300,737
	Private Placement (1)	80,000	$740,000
	Private Placement (2)	20,000	$63,000
	Exercise of Agent’s Special Warrants (3)	27,170	$61,750
	Mineral Property Purchases (4)	45,712	$225,250
	Payment of Finder’s Fees (5)	4,600	$14,950
	Exercise of Special Warrants (6)	660,000	$1,369,836
	Exercise of Agent’s Warrants (7)	41,400	Nil
1998	Private Placement (8)	431,091	$916,072
	Private Placement (9)	300,000	$337,500
	Exercise of share purchase options (10)	130,000	$136,500
	Mineral Property Purchase (11)	9,240	$39,100
1999	Private Placement (12)	262,400	$262,400
	Exercise of share purchase options (13)	60,400	$63,420
	Exercise of share purchase warrants (14)	251,200	$283,800

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2000	Private Placement (15)	160,000	$120,000
2001	Private Placements (16)	1,620,000	$414,600
2002	Private Placements (17)	550,000	$110,000
	Private Placements (18)	1,535,000	307,000
	Finder’s Fee on Mineral Property Acquisition	60,000	$13,200
2003	Private Placement (19)	2,222,229	$400,000
	Private Placement (20)	3,000,000	$750,000
	Exercise of share purchase options	454,000	$68,100
	Exercise of share purchase warrants	435,000	$108,750
	Acquisition of mineral property (21)	100,000	$56,000
2004	Private Placement(22)	4,767,444	$1,287,210
	Private Placement (23)	1,501,334	$900,800
	Private Placement (24)	3,436,167	$2,061,700
	Private Placement (25)	2,857,143	$2,000,000
	Private Placement (26)	2,000,000	$2.000,000
	Exercise of share purchase warrants	6,208,392	$2,656,557
	Exercise of share purchase options	250,000	$79,698
	Acquisition of mineral property interests	550,000	$757,500
2005	Private Placement (27)	543,000	$1,058,850
	Private Placement (28)	10,000,000	$15,000,000
	Private Placement (29)	114,286	$200,000
	Exercise of share purchase warrants	7,082,971	$4,280,507
	Exercise of share purchase options	887,000	$466,080
	Acquisition of mineral property interests	1,400,000	$2,377,750
2006	Exercise of share purchase warrants	8,340,084	$11,610,850
	Exercise of share purchase options	2,370,000	$1,930,800
	Private Placement (30)	3,265,950	$8,699,795
	Acquisition of mineral property interests	900,000	$2,207,000

              ______________________________________________________________________________

10.A.7.  Resolutions/Authorizations/Approvals

--- No Disclosure Necessary ---

10.B.  Memorandum and Articles of Association

Objects and Purposes

The Articles of Incorporation place no restrictions upon the type of business that the Company may engage in.

Disclosure of Interest of Directors,

Part 15 of the Articles

15.1 A Director who is, in any way, directly or indirectly interested in a proposed contract or transaction with the Company or who holds any office or possesses any property whereby, directly or indirectly, a duty or interest might be created to conflict with his duty or interest as a Director shall declare the nature and extent of his interest in such contract or transaction or of the conflict or potential conflict with his duty and interest as a Director, as the case may be, in accordance with the provisions of the Company Act.

15.2 A Director shall not vote in respect of any such contract or transaction with the Company in which he is interested and if he shall do so his vote shall not be counted, but he shall be counted in the quorum present at the meeting at which such vote is taken.  

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15.3 A Director may hold any office or place of profit with the Company (other than the office of auditor or the Company) in conjunction with his office of Director for such period and on such terms (as to remuneration or otherwise) as the Directors may determine and no Director or intended Director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any such other office or place of profit or as vendor, purchaser or otherwise, and, subject to compliance with the provisions of the Company Act, no contract or transaction entered into by or on behalf of the Company in which a Director is in any way interested shall be liable to be voided by reason thereof.

15.4 Subject to compliance with the provisions of the Company Act, a Director or his firm may act in a professional capacity for the Company (except as auditor of the Company) and he or his firm shall be entitled to remuneration for professional services as if he were not a Director.

15.5 A Director may be or become a director or other officer or employee of, or otherwise interested in, any corporation or firm in which the Company may be interested as a shareholder or otherwise, and, subject to compliance with the provisions of the Company Act, such Director shall not be accountable to the Company for any remuneration or other benefits received by him as director, officer or employee of, or from his interest in, such other corporation or firm, unless the Company in general meeting otherwise directs.

Powers and Duties of Directors

Remuneration of Directors

Part 14 of the Articles

14.1. The directors shall manage or supervise the management of the affairs and business of the company and shall have the authority to exercise all such powers of the company as are not, by the Company Act or by the memorandum or these articles, required to be exercised by the company in general meeting.

14.2. The directors may from time to time, by power of attorney, appoint any person to be the attorney of the company for such purposes, and with such powers, authorities and discretion (not exceeding those vested in or exercisable by the directors under these articles and excepting the powers of the directors relating to the constitution of the Board and of any of its committees and the appointment or removal of officers and the power to declare

dividends) and for such period, with such remuneration and subject to such conditions as the directors may think fit, and any such appointment may be made in favor of any of the directors or any of the members of the company or in favor of any corporation, or of any of the members, directors, nominees or managers of any corporation, firm or joint venture and any such power of attorney may contain such provisions for the protection or convenience of persons dealing with such attorney as the directors think fit.  Any such attorney may be authorized by the directors to sub-delegate all or any of the powers, authorities and discretion for the time being vested in him.

Borrowing Powers of Directors,

Part 8 of the Articles

8.1. The directors may from time to time authorize the company to:

(a)

borrow money in such manner and amount, on such security, from such sources and upon such terms and conditions as they in their absolute discretion think fit;

(b)

issue bonds, debentures, and other debt obligations either outright or as security for any liability or obligation of the company or any other person; and

(c)

mortgage, charge, whether by way of specific or floating charge, or give other security on the undertaking, or on the whole or any part of the property and assets of the company, both present and future.

8.2. Any bonds, debentures or other debt obligations of the company may be issued at a discount, premium or otherwise, and with any special privileges as to redemption, surrender, drawing, allotment of or conversion into or exchange for shares or other securities, attending and voting at general meetings of the company, appointment of directors or otherwise and may by their terms be assignable free from any equities between the company and the person to whom they were issued or any subsequent holder thereof, all as the directors may determine.

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8.3. Every bond, debenture or other debt obligation of the Company shall be signed manually by at least one Director of officer of the Company or by or on behalf of a trustee, registrar, branch registrar, transfer agent or branch transfer agents for the bond, debenture or other debt obligation appointed by the Company under  which the bond, debenture or other debt obligation is issued or by or on behalf of a trustee who certifies it in accordance with a trust indenture and any additional signatures may be printed or otherwise mechanically reproduced thereon and, in such event, a bond, debenture or other debt obligation so signed is as valid as if signed manually notwithstanding that the person whose signature is so printed or mechanically reproduced shall have ceased to hold the office that he is stated on such bond, debenture or other debt obligation to hold at the date of the issue thereof.

8.4 If the Company is or becomes a reporting company, the Company shall keep or cause to be kept a register of its indebtedness to every Director or Officer of the Company or an associate of any of them in accordance with the provisions of The Act.

Remuneration of Directors

Part 12.2 of the Articles

12.2. The remuneration of the directors as such may from time to time be determined by the directors or if the directors shall so decide, by the members. Such remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the company as such who is also a director. The directors shall be repaid such reasonable traveling, hotel and other expenses as they incur in and about the business of the company    and if any director shall perform any professional or other services for the company that in the opinion of the directors are outside the ordinary duties of a director or shall otherwise be specially occupied in or about the Company's business, he may be paid a remuneration to be fixed by the Board, or, at the option of such director, by the company in general meeting, and such remuneration may be either in addition to, or in substitution for any other remuneration that he may be entitled to receive.  The directors, on behalf of the company. unless otherwise determined by ordinary resolution, may pay a gratuity, pension or allowance on retirement to any director who has held any salaried office or place of profit with the company or to his spouse or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

Required Ownership of Capital by Directors

Part 12.3 of the Articles

12.3. A director shall not be required to hold a share in the capital of the company as qualification for his directorship.

Dividend Rights

Part 20 of the Articles

20.1  The Directors may from time to time declare and authorize payment of such dividends, if any, as they may deem advisable and need not give notice of such declaration to any member.  No dividend shall be paid otherwise than out of funds and/or assets by the Directors as to the amount of such funds or a declaration by the Directors as to the amount of such funds or assets available for dividends shall be conclusive.  The Company may pay any such dividend wholly or in part by the distribution of specific assets and in particular by paid up shares, bonds, debentures or other securities of the Company or any other corporation or in any one or more such ways as may be authorized by the Company or the Directors and where any difficulty arises with regard to such a distribution by the Directors may settle the same as they think expedient, and in particular may fix the value for distribution of such specific assets or any part thereof, and may determine that cas h payments in substitution for all or any part of the specific assets to which any members are entitled shall be made to any members on the basis of th value so fixed in order to adjust the rights of all parties and may vest any such specific assets in trustees for the persons entitled to the dividend as may seem expedient to the Directors.

20.2  Any dividend declared on shares of any class by the Directors may be made payable on such date as is fixed by the Directors.

20.3  Subject to the rights of members (if any) holding shares with special rights as to dividends, all dividends on shares of any class shall be declared and paid according to the number of such shares held.

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20.4  The Directors may, before declaring any dividend, set aside out of the funds properly available for the payment of dividends such sums as they think proper as a reserve or reserves, which shall, at the discretion of the Directors, be applicable for meeting contingencies, or for equalizing dividends, or for any other purpose to which such funds of the Company may be properly applied, and pending such application may, at the like discretion, either be employed in the business of the Company or be invested in such investments as the Directors may from time to time think fit.  The Directors may also, without placing the same in reserve, carry forward such funds, which they think prudent not to divide.

20.5  If several persons are registered as joint holders of any share, any one of them may be given an effective receipt for any dividend, bonuses or other moneys payable in respect of the share.

20.6  No dividend shall bear interest against the Company. Where the dividend to which a member is entitled includes a fraction of a cent, such fraction shall be disregarded in making payment thereof and such payment shall be deemed to be payment in full.

20.7  Any dividend, bonuses or other moneys payable in cash in respect of shares may be paid by cheque or warrant sent through the post directed to the registered address of the holder, or in the case of joint holders, to the registered address of that one of the joint holders who is first named on the register, or to such person and to such address as the holder or joint holders may direct in writing.  Every such cheque or warrant shall be made payable to the order of the person to whom it is sent.  The mailing of such cheque or warrant shall, to the extent of the sum represented thereby (plus the amount of any tax required by law to be deducted) discharge all liability for the dividend, unless such cheque or warrant shall not be paid on presentation or the amount of tax so deducted shall not be paid to the appropriate taxing authority.

20.8    Notwithstanding anything contained in these Articles the Directors may from time to time capitalize any undistributed surplus on hand of the Companys and may from time to time issue as fully paid and non-assessable any unissued shares, or any bonds, debentures or debt obligations of the Company as a dividend representing such undistributed surplus on hand or any part thereof.

Rights/Privileges, Restrictions/Conditions.

Shareholders have no specified rights to share in the profits of the Company and there are no sinking fund provisions or shareholder liability to further capital calls by the Company.

There are no provisions discriminating against any existing or prospective holder of securities as a result of such shareholder owning a substantial number of shares.

The rights of holders of the Company’s stock can only be altered by a Special Shareholders’ meeting.

Rules pertaining to annual general meetings and extraordinary general meetings of shareholders are described in Sections Nine and Ten of the Company’s Articles. These rules are summarized as follows:

9.1 Subject to any extensions of time permitted pursuant to the Company Act, the first annual general meeting of the Company shall be held within fifteen months from the date of amalgamation, or the effective date of a certificate of continuation, and thereafter an annual general meeting shall be held once in every calendar year at such time (not being more than thirteen months after the date that the last annual general meeting was held or deemed to have been held) and place as may be determined by the Directors.

9.2 If the Company is, or becomes, a company which is not a reporting company and all the members entitled to attend and vote at an annual general meeting consent in writing to all the business which is required or desired to be transacted at the meeting, the meeting need not be held.

9.3 All general meetings other than annual general meetings are herein referred to as and may be called extraordinary general meetings.

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9.4 The Directors may, whenever they think fit, convene a general meeting.  An extraordinary general meeting, if requisitioned in accordance with the Company Act, shall be convened by the Directors or, if not convened by the Directors, may be convened by the requisitionists as provided in the Company Act.

9.5 If the Company is or becomes a reporting company, advance notice of any general meeting at which any general meeting at which any Director is to be elected shall be published in the manner required by the Company Act.

9.6 A notice convening a general meeting specifying the place, the date, and the hour of the meeting, and, in case of special business, the general nature of that business, shall be given as provided in the Company Act and in the manner hereinafter in these Articles mentioned, or in such other manner (if any) as may be prescribed by ordinary resolution, whether previous notice thereof has been given or not, to such persons as are entitled by law or under these Articles to receive such notice from the Company.  Accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting, by any member shall not invalidate the proceedings at that meeting.

Proceedings at General Meetings

10.1 All business shall be deemed special business, which is transacted at:

a.

an extraordinary general meeting other than the conduct of, and voting at, such meeting; and,

b.

an annual general meeting, with the exception of the conduct of, and voting at, such meeting, the consideration of the financial statements and of the respective reports of the Directors and Auditor, fixing or changing the number of directors, the election of Directors, the appointment of the Auditor, the fixing of the remuneration of the Auditor and of the directors and such other business as by these Articles or the Company Act may be transacted at a general meeting without prior notice thereof being given to the members or any business which is brought under consideration by the report of the Directors.

10.2 No business, other than election of the chairman or the adjournment of the meeting, shall be transacted at any general meeting unless a quorum of members, entitled to attend and vote, is present at the commencement of the meeting, but the quorum need not be present throughout the meeting.

10.3 Save as herein otherwise provided, a quorum for the transaction of business at a general meeting shall be two persons present and being, or representing by proxy, members holding not less than one-twentieth of the issued shares entitled to be voted at the meeting.  If there is only one member the quorum is one person present and being, or representing by proxy, such member.  The Directors, the Secretary or, in his absence, an Assistant Secretary, and the solicitor of the Company shall be entitled to attend at any general meeting but no such person shall be counted in the quorum or be entitled to vote at any general meeting unless he shall be a member of proxy holder entitled to vote thereat.

10.4 If within half an hour from the time appointed for a general meeting, a quorum is not present, the meeting, if convened by requisition of the members, shall be dissolved; but otherwise it shall stand adjourned to a place on a date and at a time to be fixed by the chairman of the meeting before the adjournment, which shall be not more than two weeks following the date for which the meeting was called, or failing such designation then to the same day in the second week following the meeting at the same time and place, in either case without giving further notice.  If at such adjourned meeting, a quorum is not present within half an hour from the time appointed, the person or persons present and being, or representing by proxy, a member or members entitled to attend and vote at the meeting, shall be a quorum.

10.5 The Chairman of the Board, if any, or in his absence the President of the Company or in his absence a Vice-President of the Company, if any, shall be entitled to preside as chairman at every general meeting of the Company.

10.6 If at any general meeting neither the Chairman of the Board nor President nor a Vice-President is present within fifteen minutes after the time appointed for holding the meeting or is willing to act as chairman, the Directors present shall choose some one of their number to be chairman or if all the Directors present decline to take the chair or shall fail to so choose or if no Director be present, the members present shall choose one of their number to be chairman.

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10.7 The Chairman may and shall, if so directed by the meeting, adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.  When a meeting is adjourned for thirty days or more, notice, but no “advance notice”, of the adjourned meeting shall be given as in the case of an original meeting or if so determined by the Directors, by an advertisement published at least once in a daily newspaper in Vancouver, British Columbia, or in the city where the meeting commenced.  Save as aforesaid, it shall not be necessary to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting.

10.8 The chairman may propose or second a motion.

10.9 Subject to the provisions of the Company Act, at any meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless (before or on the declaration  of the result of the show of hands) a poll is directed by the chairman or demanded by at least one member entitled to vote who is present in person or by proxy.  The chairman shall declare to the meeting the decision on every question in accordance with the result of the show of hands or the poll, and such decision shall be entered in the book of proceedings of the Company.  A declaration by the chairman that a resolution has been carried, or carried unanimously, or by a particular majority, or lost or not carried by a particular majority and an entry to that effect in the book of the proceedings of the Company shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favor of, or against, that resolution.

10.10 In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall not be entitled to a second or casting vote.

10.11 No poll may be demanded on the election of a chairman.  A poll demanded on a question of adjournment shall be taken forthwith.  A poll demanded on any other question shall be taken as soon as, in the opinion of the chairman, is reasonably convenient, but in no event later than seven days after the meeting and at such time and place and in such manner as the chairman of the meeting directs.  The result of the poll shall be deemed to be the resolution of and passed at the meeting at which the poll was demanded.  Any business other than that upon which the poll has been demanded may be proceeded with pending the taking of the poll.  A demand for a poll may be withdrawn.  In any dispute as to the admission or rejection of a vote the decision of the chairman made in good faith shall be final and conclusive.

10.12 Every ballot cast upon a poll and every proxy appointing a proxy holder who casts a ballot upon a poll shall be retained by the Secretary for such period and be subject to such inspection as the Company Act may provide.

10.13 On a poll a person entitled to cast more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way.

10.14 Unless the Company Act, the Memorandum or these Articles otherwise provide, any action to be taken by a resolution of the members may be taken by an ordinary resolution.

There are no limitations on the rights to own securities.

There are no provisions of the Company’s articles of association, charter or bylaws that would have an 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.

Although not expressly enumerated in the Articles, pursuant to Canadian regulations, shareholder ownership must be disclosed by any shareholder who owns more than 10% of the Company’s common stock.

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Other Issues

Neither the Company’s memorandum/articles/by-laws nor British Columbia law permit: staggered terms for Directors; cumulative voting; shareholder approval of corporate matter by written consent; the adoption of various “poison pill” measures precluding shareholders from realizing a potential premium over the market value of their shares.  Neither the Company’s memorandum/articles/by-laws nor British Columbia law require retirement or non-retirement of directors under an age limit requirement.

There are no limitations on the rights to own securities.

There is no provision of the Company’s articles of association, charter or bylaws that would have an 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 any of its subsidiaries).

Shareholder ownership must be disclosed to the British Columbia Securities Commission and the TSX Venture Exchange by any shareholder who owns more than 10% of the Company’s common stock.

10.C.  Material Contracts

The following are contracts currently in effect which management considers to be material.

1.

Agreement between the Company and Platoro West Inc. dated April 4, 2003 regarding the Chord property. The agreement amends the original option agreement on the property to allow the Company  to issue to Platoro 50,000 common shares of the Company stock in lieu of the required $10,000 annual cash payment.

2.

Agreement between the Company, Jody Dahrouge, and Dahrouge Geological Consulting Ltd. dated January 8, 2004 regarding the Athabasca property. The agreement allows the Company to purchase a 100% interest in a uranium property located in Alberta, Canada, by paying $7,500 and incurring additional costs of $34,902. To earn its interest, the Company is required to issue 200,000 common shares in stages to June 8, 2005. The property is subject to a 0.75% net smelter returns royalty on certain mineral production and a 4% gross over riding royalty on all diamond production from the property. Although the final agreement is dated January 8, 2004, the negotiations to acquire the property were substantially completed, and the payment of $7,500 made, in December 2003.

3.

Agreement between the Company and Jeff Reeder dated November 25, 2003 regarding the Comstock property. The agreement grants to the Company the option to purchase a 100% interest in certain claims located in British Columbia, Canada. To earn its interest, the Company is required to issue 300,000 common shares in stages to November 25, 2005.

4.

Agreement between the Company, Jody Dahrouge and Jeff Reeder dated January 14, 2004 regarding the Duddridge Lake property. The agreement grants the Company an option to purchase a 100% interest in a certain claims located in Saskatchewan, Canada. To earn its interest, the Company is required to issue 200,000 common shares in stages over two years. Although the agreement is dated January 14, 2004, negotiations are prolonged and the final agreement was not completed until the second quarter of fiscal 2004.

5.

Agreement between the Company and Jody Dahrouge and Jeff Reeder dated February 13, 2004 regarding the Dieter Lake property. The agreement grants to the Company the option to purchase a 100% interest in the property by issuing 300,000 to the vendors.

6.

Agreement between the Company and David Miller dated March 15, 2004 regarding the Roco Honda and Ram Claims. The agreement grants the Company an option to purchase a 100% interest in the claims located in New Mexico by paying US$150,000 and incurring additional costs. To earn its interest, the Company is required to issue 300,000 common shares in stages over two years.

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7.

Agreement between the Company and David Miller dated June 17, 2004 regarding the Copper Mountain property. Under the agreement the Company was granted an option to purchase a 100% interest in the property located in Wyoming. To earn its interest, the Company is required to issue 200,000 common shares in stages over two years.

8.

Agreement between the Company and David Miller dated August 17, 2004 regarding the Cedar Rim, Northeast, and PRB leases. Under the agreement the Company was granted an option to purchase a 100% interest in the claims located in Wyoming. To earn its interest, the Company is required to issue 150,000 common shares in stages over two years.

9.

Agreement between the Company and David Miller dated November 24, 2004 regarding the PT Claims. Under the agreement, the Company was granted the option to purchase a 100% interest in the claims located in Wyoming. To earn its interest, the Company is required to issue 200,000 common shares in stages over two years.

10.

Agreement between the Company and David Miller dated December 14, 2004 regarding the Nose Rock Lease. Under the agreement, the Company was granted an option to purchase a 100% interest in the lease located in New Mexico. To earn its interest, the Company is required to pay US$30,000 cash and issue 300,000 common shares in stages over two years.

11.

Agreement between the Company and David Miller dated February 3, 2005 regarding the Red Creek Claims. Under the agreement, the Company could acquire a 100% interest in the claims located in Wyoming by issuing to David Miller 200,000 common shares in two stages, with 100,000 shares due within 21 days of the Completion date and 100,000 on the first anniversary date.

12.

Letter of Intent between the Company and Yellowcake Mining Ltd. regarding the joint-venture of the Baggs/Juniper Ridge project in Wyoming dated January 29, 2007. Under the LOI, the Company will option an 80% interest in the Baggs properties to Yellowcake. In consideration for the option, Yellowcake will:

•

Issue nine million shares of Yellowcake to Strathmore upon closing;

•

Pay Strathmore US$100,000 upon closing, and pay US$100,000 on each anniversary date of the closing for a total of US$500,000;

•

Spend US$1.6 million per year for a period of 5 years for a total of US$8 million. Upon expending half of these funds (US$4 million), Yellowcake will have earned 50% of the optioned interest, and upon the expenditure of the additional US$4 million, will earn the additional 50% of the optioned interest (80% total).

•

Pay an NSR of 3% on the optioned portion on all future production.

Yellowcake also agreed that in consideration for an initial payment of US$25,000 upon closing, and a commitment for Yellowcake to spend US$440,000 for a minimum period of one year, Yellowcake will finance the evaluation of Strathmore’s database regarding uranium prospects in Texas. If a suitable target is identified, Yellowcake will be required to spend the necessary funds to acquire land leases, and Strathmore and Yellowcake will be 50-50 partners in the development of the identified targets resulting from the database evaluation

Copies of each of these material agreements has been filed as an exhibit to this Registration Statement

10.D.  Exchange Controls

Canada has no system of exchange controls.  There are no Canadian restrictions on the repatriation of capital or earnings of a Canadian public company to non-resident investors.  There are no laws in Canada or exchange restrictions affecting the remittance of dividends, profits, interest, royalties and other payments to non-resident holders of the Company's securities, except as discussed in ITEM 10, “Taxation” below.

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Restrictions on Share Ownership by Non-Canadians

There are no limitations under the laws of Canada or in the organizing documents of the Company on the right of foreigners to hold or vote securities of the Company, except that the Investment Canada Act may require review and approval by the Minister of Industry (Canada) of certain acquisitions of "control" of the Company by a "non-Canadian".  The threshold for acquisitions of control is generally defined as being one-third or more of the voting shares of the Company.  "Non-Canadian" generally means an individual who is not a Canadian citizen, or a corporation, partnership, trust or joint venture that is ultimately controlled by non-Canadians.

10.E  Taxation

The following summary of the material Canadian federal income tax consequences are stated in general terms and are not intended to be advice to any particular shareholder. Each prospective investor is urged to consult his or her own tax advisor regarding the tax consequences of his or her purchase, ownership and disposition of shares of Common Stock. The tax consequences to any particular holder of common stock will vary according to the status of that holder as an individual, trust, corporation or member of a partnership, the jurisdiction in which that holder is subject to taxation, the place where that holder is resident and, generally, according to that holder’s particular circumstances.  This summary is applicable only to holders who are resident in the United States, have never been resident in Canada, deal at arm’s length with the Company, hold their common stock as capital property and who will not use or hold the common stock in carrying on business in Canada.  Special rules, which are not discussed in this summary, may apply to a United States holder that is an issuer that carries on business in Canada and elsewhere.

This summary is based upon the provisions of the Income Tax Act of Canada and the regulations thereunder (collectively, the "Tax Act" or “ITA”)and the Canada-United States Tax Convention (the “Tax Convention”) as at the date of the Annual Report and the current administrative practices of Canada Customs and Revenue Agency. This summary does not take into account provincial income tax consequences.

Management urges each holder to consult his own tax advisor with respect to the income tax consequences applicable to him in his own particular circumstances.

CANADIAN INCOME TAX CONSEQUENCES

Disposition of Common Stock.

The summary below is restricted to the case of a holder (a “Holder”) of one or more common shares (“Common Shares”) who for the purposes of the Tax Act is a non-resident of Canada, holds his Common Shares as capital property and deals at arm’s length with the Company.

Dividends

A Holder will be subject to Canadian withholding tax (“Part XIII Tax”) equal to 25%, or such lower rates as may be available under an applicable tax treaty, of the gross amount of any dividend paid or deemed to be paid on his Common Shares. Under the Tax Convention, the rate of Part XIII Tax applicable to a dividend on Common Shares paid to a Holder who is a resident of the United States is, if the Holder is a company that beneficially owns at least 10% of the voting stock of the Company, 5% and, in any other case, 15% of the gross amount of the dividend. The Company will be required to withhold the applicable amount of Part XIII Tax from each dividend so paid and remit the withheld amount directly to the Receiver General for Canada for the account of the Holder.

Disposition of Common Shares

A Holder who disposes of Common Shares, including by deemed disposition on death, will not be subject to Canadian tax on any capital gain thereby realized unless the common Share constituted “taxable Canadian property” as defined by the Tax Act. Generally, a common share of a public corporation will not constitute taxable Canadian property of a Holder unless he held the common share as capital property used by him carrying on a business in Canada, or he or persons with whom he did not deal at arm’s length alone or together held or held options to acquire, at any time within the 60 months preceding the disposition, 25% or more of the issued shares of any class of the capital stock of the Company.

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A Holder who is a resident of the United States and realizes a capital gain on disposition of Common Shares that was taxable Canadian property will nevertheless, by virtue of the Treaty, generally be exempt from Canadian tax thereon unless (a) more than 50% of the value of the Common Shares is derived from, or from an interest in, Canadian real estate, including Canadian mineral resources properties, (b) the Common Shares formed part of the business property of a permanent establishment that the Holder has or had in Canada within the 12 months preceding disposition, or (c) the Holder (i) was a resident of Canada at any time within the ten years immediately preceding the disposition, and for a total of 120 months during any period of 20 consecutive years, preceding the disposition, and (ii) owned the Common Shares when he ceased to be resident in Canada.

A Holder who is subject to Canadian tax in respect of a capital gain realized on disposition of Common Shares must include one half of the capital gain (“taxable capital gain”) in computing his taxable income earned in Canada. The Holder may, subject to certain limitations, deduct one half of any capital loss (“allowable capital loss”) arising on disposition of taxable Canadian property from taxable capital gains realized in the year of disposition in respect to taxable Canadian property and, to the extent not so deductible, from such taxable capital gains of any of the three preceding years or any subsequent year.

UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

The following is a discussion of material United States Federal income tax consequences, under the law, generally applicable to a U.S. Holder (as defined below) of common shares of the Company. This discussion does not cover any state, local or foreign tax consequences.

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, possible on a retroactive basis, at any time.  In addition, the discussion does not consider the potential effects, both adverse and beneficial, or recently proposed legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time. The discussion is for general information only and it is not intended to be, nor should it be construed to be, legal or tax advice to any holder or prospective holder of common shares of the Company. Each holder and prospective holder of common shares of the Company is advised to consult their own tax advisors about the federal, state, local, and foreign t ax consequences of purchasing, owning and disposing of common shares of the Company applicable to their own particular circumstances.

U.S. Holders

As used herein, a (“U.S. Holder”) includes a holder of common 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, an estate whose income is taxable in the United States irrespective of source or a trust subject to the primary supervision of a court within the United States and control of a United States fiduciary as described in Section 7701(a)(30) of the Code. This summary does not address the tax consequences to, and U.S. 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, persons or entities that have a “functional currency” other than the U.S. dollar, shareholde rs who hold common shares as part of a straddle, hedging or conversion transaction, and shareholders who acquired their common shares through the exercise of employee stock options or otherwise as compensation for services. This summary is limited to U.S. Holders who own common shares as capital assets. This summary does not address the consequences to a person or entity holding an interest in a shareholder or the consequences to a person of the ownership, exercise or disposition of any options, warrants or other rights to acquire common shares.

Distribution on Common Shares of the Company

U.S. Holders receiving dividend distributions (including constructive dividends) with respect to common shares of the Company are required to include in gross income for United States Federal income tax purposes the gross amount of such distributions equal to the U.S. dollar value of such distributions on the date of receipt (based on the exchange rate on such date), to the extent that the Company has current or accumulated earnings and profits, without reduction for any Canadian income tax withheld from such distributions.  Such Canadian tax withheld may be credited, subject to certain limitations, against the U.S. Holder’s United States Federal Income tax liability or, alternatively, individuals may be deducted in computing the U.S. Holder’s United States Federal taxable income by those individuals who itemize deductions.  (See more detailed discussion at “Foreign Tax Credit” below).  

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To the extent that distributions exceed current or accumulated earnings and profits of the Company, they will be treated first as a return of capital up to the U.S. Holder’s adjusted basis in the common shares and thereafter as gain from the sale or exchange of the common shares. Dividend income will be taxed at marginal tax rates applicable to ordinary income while preferential tax rates for long-term capital 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.

In the case of foreign currency received as a dividend that is not converted by the recipient into U.S. dollars on the date of receipt, a U.S. Holder will have a tax basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Generally any gain or loss recognized upon a subsequent sale of other disposition of the foreign currency, including the exchange for U.S. dollars, will be ordinary income or loss.

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

Under current Treasury Regulations, dividends paid on the Company’s common shares, if any, generally will not be subject to information reporting and generally will not be subject to U.S. backup withholding tax. However, dividends and the proceeds from a sale of the Company’s common shares paid in the U.S. through a U.S. or U.S. related paying agent (including a broker) will be subject to U.S. information reporting requirements and may also be subject to the 31% U.S. backup withholding tax, unless the paying agent is furnished with a duly completed and signed Form W-9. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a refund or a credit against the U.S. Holder’s U.S. federal income tax liability, provided the required information is furnished to the IRS.

Foreign Tax Credit

For individuals whose entire income from sources outside the United States consists of qualified passive income, the total amount of creditable foreign taxes paid or accrued during the taxable year does not exceed $300 ($600 in the case of a joint return) and an election is made under section 904(j), the limitation on credit does not apply.

A U.S. Holder who pays (or has withheld from distributions) Canadian income tax with respect to the ownership of common shares of the Company may be entitled, at the option of the U.S. 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 income taxes (or taxes in lieu of income tax) paid by (or withheld from) the U.S. Holder during the year.  There are significant and complex limitations which apply to the credit, among which is the general limitation that the credit cannot exceed the proportionate share of the U.S. Holder’s United States income tax liability that the U.S. Holder’s foreign source income bears to his/her 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.  In addition, this limitation is calculated separately with respect to specific classes of income such as “passive income”, “high withholding tax interest”, “financial services income”, “shipping income”, and certain other classifications of income. Dividends distributed by the Company will generally constitute “passive income” or, in the case of certain U.S. Holders, “financial services income” for these purposes.  The availability of the foreign tax credit and the application of the limitations on the credit are fact specific and management urges holders and prospective holders of common shares of the Company to consult their own tax advisors regarding their individual circumstances.

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Disposition of Common Shares of the Company

A U.S. Holder will recognize gain or loss upon the sale of common shares of the Company 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 the common shares of the Company.  Preferential tax rates apply to long-term capital gains of U.S. Holders, which are individuals, estates or trusts. This gain or loss will be capital gain or loss if the common shares are capital assets in the hands of the U.S. Holder, which will be a short-term or long-term capital gain or loss depending upon the holding period of the U.S. Holder.  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.  For U.S. Holders, which are not corporations, 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, but individuals may not carry back capital losses. For U.S. 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.

Other Considerations

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

Foreign Personal Holding Company

If at any time during a taxable year more than 50% of the total combined voting power or the total value of the Company’s outstanding shares is owned, actually or constructively, by five or fewer individuals who are citizens or residents of the United States and 60% (50% after the first tax year) or more of the Company’s gross income for such year was derived from certain passive sources (e.g. from interest income received from its subsidiaries), the Company would be treated as a “foreign personal holding company.”  In that event, U.S. Holders that hold common shares of the Company would be required to include in gross income for such year their allocable portions of such passive income to the extent the Company does not actually distribute such income.

The Company does not believe that it currently has the status of a “foreign personal holding company”. However, there can be no assurance that the Company will not be considered a foreign personal holding company for the current or any future taxable year.

Foreign Investment Company

If 50% or more of the combined voting power or total value of the Company’s outstanding shares are held, actually or constructively, 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 the Company is found to be engaged primarily in the business of investing, reinvesting, or trading in securities, commodities, or any interest therein, it is possible that the Company 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 U.S. Holder selling or exchanging common shares of the Company to be treated as ordinary income rather than capital gains.

Passive Foreign Investment Company

As a foreign corporation with U.S. Holders, the Company could potentially be treated as a passive foreign investment company (“PFIC”), as defined in Section 1297 of the Code, depending upon the percentage of the Company’s income which is passive, or the percentage of the Company’s assets which is held for the purpose of producing passive income.

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Certain United States income tax legislation contains rules governing PFICs, which can have significant tax effects on U.S. shareholders of foreign corporations.  These rules do not apply to non-U.S. shareholders.  Section 1297 (a) of the Code defines a PFIC as a corporation that is not formed in the United States and, for any taxable year, either (I) 75% or more of its gross income is “passive income”, which includes interest, dividends and certain rents and royalties or (ii) the average percentage, by fair market value (or, if the company is a controlled foreign corporation or makes an election, by adjusted tax basis), of its assets that produce or are held for the production of “passive income” is 50% or more.  The taxation of a US shareholder who owns stock in a PFIC is extremely complex and is therefore beyond the scope of this discussion.  Management urges US persons to consult with their own tax advisors with regards to the im pact of these rules.  

Controlled Foreign Corporation

A Controlled Foreign Corporation (CFC) is a foreign corporation more than 50% of whose stock by vote or value is, on any day in the corporation’s tax year, owned (directly or indirectly) by U.S. Shareholders. If more than 50% of the voting power of all classes of stock entitled to vote is owned, actually or constructively, 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 actually or constructively 10% or more of the total combined voting power of all classes of stock of the Company could be treated as a “controlled foreign corporation” under Subpart F of the Code.  This classification would affect many complex results, one of which is the inclusion of certain income of a CFC, which is subject to current U.S. tax. The United States generally taxes United States Shareholders of a CFC currently on their pro rata shares of the Subpa rt F income of the CFC. Such United States Shareholders are generally treated as having received a current distribution out of the CFC’s Subpart F income and are also subject to current U.S. tax on their pro rata shares of the CFC’s earnings invested in U.S. property. The foreign tax credit described above may reduce the U.S. tax on these amounts. In addition, under Section 1248 of the Code, gain from the sale or exchange of shares by a U.S. Holder of common shares of the Corporation which 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 income to the extent of earnings and profits of the Company (accumulated in corporate tax years beginning after 1962, but only while the shares were held and while the Company was “controlled”) attributable to the shares sold or exchanged. If a foreign corporation is both a PFIC and a CFC, the foreign corporation generally will not be treated as a PFIC with respect to the United States Shareholders of the CFC. This rule generally will be effective for taxable years of United States Shareholders beginning after 1997 and for taxable years of foreign corporations ending with or within such taxable years of United States Shareholders. The PFIC provisions continue to apply in the case of PFIC that is also a CFC with respect to the U.S. Holders that are less than 10% shareholders. Because of the complexity of Subpart F, a more detailed review of these rules is outside of the scope of this discussion.

The amount of any backup withholding will not constitute additional tax and will be allowed as a credit against the U.S. Holder’s federal income tax liability.

Filing of Information Returns.  Under a number of circumstances, United States Investor acquiring shares of the Company may be required to file an information return with the Internal Revenue Service Center where they are required to file their tax returns with a duplicate copy to the Internal Revenue Service Center, Philadelphia, PA 19255. In particular, any United States Investor who becomes the owner, directly or indirectly, of 10% or more of the shares of the Company will be required to file such a return. Other filing requirements may apply, and management urges United States Investors to consult their own tax advisors concerning these requirements.

10.F.  Dividends and Paying Agents

The Company has not declared any dividends on its common shares for the last five years and does not anticipate that it will do so in the foreseeable future.  The present policy of the Company is to retain future earnings for use in its operations and the expansion of its business.

Notwithstanding the aforementioned: the Company is unaware of any dividend restrictions; has no specific procedure for the setting of the date of dividend entitlement; but might expect to set a record date for stock ownership to determine entitlement; has no specific procedures for non-resident holders to claim dividends, but might expect to mail their dividends in the same manner as resident holders.  The Company has not nominated any financial institutions to be the potential paying agents for dividends in the United States.

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10.G.  Statement by Experts  

The Company’s auditors for its consolidated financial statements for each of the preceding nine years was Davidson & Company LLP, Chartered Accountants. They are members of the British Columbia Institute of Chartered Accountants.  Their audit reports for the Fiscal years 1997-2005 are included with the related consolidated financial statements in this Registration Statement with their consent

10.H.  Documents on Display

The documents included and/or referenced within this document are on display at the Company’s offices located at 700 – 1620 Dickson Avenue, Kelowna, British Columbia, Canada.

ITEM 11.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

          --- No Disclosure Necessary ---

ITEM 12.  DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

12.A.  Debt Securities            --- No Disclosure Necessary ---

12.B.  Warrants and Rights        --- No Disclosure Necessary ---

12.C.  Other Securities           --- No Disclosure Necessary ---

12.D.  American Depository Shares  -- No Disclosure Necessary ---

PART II

ITEM 13.  

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

          --- No Disclosure Necessary ---

ITEM 14.  

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS   

          --- No Disclosure Necessary ---

ITEM 15.  

CONTROLS AND PROCEDURES  

The Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s President and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s “disclosure controls and procedures” [as defined in the Exchange Act Rule 13a-15(e)] as of the end of the period covered by this report.  Based upon that evaluation, the President and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company’s periodic SEC filings, and that information is recorded, processed, summarized and reported as and when required.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.  Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

There was no significant change in the Company’s internal control over financial reporting that occurred during the Company’s most recently completed fiscal year ended 12/31/2005 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.  Nor were there any significant deficiencies or material weaknesses in the Company's internal controls requiring corrective actions.

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ITEM 16.  RESERVED

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

ITEM 16B. CODE OF ETHICS

ITEM 16C. PRINCIPAL ACCOUNTIING FEES AND SERVICES

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE COMPANY/AFFILIATED PURCHASERS

          --- Not Applicable ---

PART III

ITEM 17.  FINANCIAL STATEMENTS

The Company's financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with Canadian Generally Accepted Accounting Principles (GAAP), the application of which, in the case of the Company, conforms in all material respects for the periods presented with United States GAAP, except as discussed in footnotes to the financial statements.

The financial statements as required under ITEM #17 are attached hereto and found immediately following the text of this Registration Statement.  The audit report of Davidson & Company LLP, independent Chartered Accountants, is included herein immediately preceding the audited financial statements.

Audited Consolidated Financial Statements

Fiscal 2005/2004/2003/2002/2001/2000/1999/1998/1997

Unaudited Interim Financial Statements

Nine Months Ended 9/30/2006

ITEM 18.  FINANCIAL STATEMENTS

The Company has elected to provide financial statements pursuant to ITEM #17.

ITEM 19.  EXHIBITS

1. Certificate of Incorporation, Certificates of Name Change, Articles of Incorporation, Articles of Amalgamation and By-Laws

2. Instruments defining the rights of holders of the securities being registered

***See Exhibit Number 1***

3. Voting Trust Agreements – N/A

4. Material Contracts:

1.

Agreement between the Company and Platoro West Inc. dated April 4, 2003 regarding the Chord property.

2.

Agreement between the Company, Jody Dahrouge, and Dahrouge Geological Consulting Ltd. dated January 8, 2004 regarding the Athabasca property.

3.

Agreement between the Company and Jeff Reeder dated November 25, 2003 regarding the Comstock property.

4.

Agreement between the Company, Jody Dahrouge and Jeff Reeder dated January 14, 2004 regarding the Duddridge Lake property.

5.

Agreement between the Company and Jody Dahrouge and Jeff Reeder dated February 13, 2004 regarding the Dieter Lake property. The agreement grants to the Company the option to purchase a 100% interest in the property by issuing 300,000 to the vendors.

6.

Agreement between the Company and David Miller dated March 15, 2004 regarding the Roco Honda and Ram Claims.

7.

Agreement between the Company and David Miller dated June 17, 2004 regarding the Copper Mountain property.

8.

Agreement between the Company and David Miller dated August 17, 2004 regarding the Cedar Rim, Northeast, and PRB leases.

9.

Agreement between the Company and David Miller dated November 24, 2004 regarding the PT Claims.

10.

Agreement between the Company and David Miller dated December 14, 2004 regarding the Nose Rock Lease.

11.     Agreement between the Company and David Miller dated February 3, 2005 regarding the Red Creek claims.

12.

Letter of Intent between the Company and Yellowcake Mining Ltd. regarding the joint-venture of the Baggs/Juniper Ridge project in Wyoming dated January 29, 2007

5. List of Foreign Patents – N/A

6. Calculation of earnings per share – N/A

7. Explanation of calculation of ratios – N/A

8. List of Subsidiaries – N/A

9. Statement pursuant to the instructions to Item 8.A.4, regarding the financial statements filed in registration statements for initial public offerings of securities – N/A

10.Other documents:

1.

Management Information Circular and Form of Proxy for the Annual General Meeting held on May 29, 2006.

2.

Auditors Consent from Davidson & Company LLC dated March 16, 2007

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Signature Page

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant certifies that it meets all of the requirements for filing on Form 20-F and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Strathmore Minerals Corp.

Registrant

Dated:  March 16, 2007	Signed: /s/ Devinder Randhawa
	Devinder Randhawa Chairman and CEO

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#

EX-3.1

NUMBER: C-446511

CERTIFICATE

OF

CONTINUATION

COMPANY ACT

CANADA
PROVINCE OF BRITISH COLUMBIA

I Hereby Certify that THE ACHIEVERS TRAINING GROUP INC., which was incorporated under the laws of Canada, and duly registered as an extraprovincial company under the laws of British Columbia on September 29, 1988 under certificate number A-28312, has this day been granted a Certificate of Continuation under the Company Act.

Issued under my hand at Victoria, British Columbia,
on May 5, 1993

JOHN S. POWELL
Registrar of Companies

NUMBER: C-446511

CERTIFICATE

OF

CHANGE OF NAME

COMPANY ACT

CANADA
PROVINCE OF BRITISH COLUMBIA

I Hereby Certify that
THE ACHIEVERS TRAINING GROUP INC.
has this day changed its name to
ROCKWEALTH INTERNATIONAL RESOURCE CORP.

NUMBER: C-446511

CERTIFICATE

OF

CHANGE OF NAME

COMPANY ACT

CANADA
PROVINCE OF BRITISH COLUMBIA

I Hereby Certify that
ROCKWEALTH INTERNATIONAL RESOURCE CORP.

has this day changed its name to
STRATHMORE RESOURCES LTD.

BRITISH

COLUMBR

NUMBER: C-446511

CERTIFICATE

OF

CHANGE OF NAME

COMPANY ACT
I Hereby Certify that
STRATHMORE RESOURCES LTD.

has this day changed its name to
STRATHMORE MINERALS CORP.

JOHN S. POWELL
Registrar of Companies

PROVINCE OF BRITISH COLUMBIA
CANADA

EX-3.2

SCHEDULE 1

FORM 1
(SECTION 5)

COMPANY ACT

MEMORANDUM

I wish to be formed into a Company with limited liability under the Company Act in pursuance of this Memorandum.

1.

The name of the Company is THE ACHIEVERS TRAINING GROUP INC.

2.

The authorized capital of the Company consists of Fifty Million (50,000,000) common shares without par value.

SCHEDULE 2

PROVINCE OF BRITISH COLUMBIA
"COMPANY ACT"

ARTICLES
- - of -

THE ACHIEVERS TRAINING GROUP INC.

PART 1 - INTERPRETATION

1.1

In these Articles, unless the context otherwise requires:

(a)

"Board of Directors" or "Board" means the Directors of the Company for the time being;

(b)

"The Act" means the Company Act of the Province of British Columbia from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act;

(c)

"Directors" means the Directors of the Company for the time being;

(d)

"month" means calendar month;

(e)

"ordinary resolution" has the meaning assigned thereto by The Act;

(f)

"register" means the register of members to be kept pursuant to The Act;

(g)

"registered address" of a member shall be his address as recorded in the register;

(h)

"registered address" of a Director means his address as recorded in the Company's register of Directors to be kept pursuant to The Act;

(i)

"seal" means the common seal of the Company, if the Company has one;

(j)

"special resolution" has the meaning assigned thereto by The Act;

(k)

"Registrar" means the Registrar of Companies for the Province of British Columbia appointed pursuant to The Act;

(1)

"registrar" means the registrar of the Company's shares appointed pursuant to Part 4 of these Articles;

(m)

"Securities Act" means the Securities Act of the Province of British Columbia from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to the Act.

1.2

Expressions referring to writing shall be construed as including references to printing, lithography, typewriting, photography and other modes of representing or reproducing words in a visible form.

1.3

Words importing the singular include the plural and vice versa; and words importing a male person include a female person and a corporation.

1.4

The definitions in The Act shall with the necessary changes and so far as applicable apply to these Articles.

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1.5

The regulations contained in Table A in the First Schedule to The Act shall not apply to the Company.

1.6

The Rules of Construction contained in the Interpretation Act shall apply, mutatis mutandis, to the interpretation of these Articles.

PART 2 - SHARES AND SHARE CERTIFICATES

2.1

Every member is entitled, without charge, to one certificate representing the share or shares of each class held by him or upon paying a sum not exceeding the amount permitted by The Act, as the Directors may from time to time determine, or several certificates each for one or more of those shares; provided that, in respect of a share or shares held jointly by several persons the Company shall not be bound to issue more than one certificate, and delivery of a certificate for a share to one of several joint holders or to his duly authorized agent shall be sufficient delivery to all; and provided further that the Company shall not be bound to issue certificates representing redeemable shares, if the shares are to be redeemed within one month of the date on which they were allotted. Any share certificate may the post by registered prepaid mail to the member entitled thereto at his registered address, and the Company shall not be liable for any loss occasione d to the member as a result of any share certificate sent being lost in the post or stolen.

2.2

If a share certificate:

(a)

is worn out or defaced, the Directors may, upon production to them of that certificate and upon other terms if any, as they may think fit, order the certificate to be cancelled and may issue a new certificate in lieu thereof;

(b)

is lost, stolen, or destroyed, then upon proof thereof to the satisfaction of the Directors and upon such indemnity, if any, as the Directors deem adequate being given, a new share certificate in place thereof shall be issued to the person entitled to the lost, stolen or destroyed certificate; or

(c)

represents more than one share and the registered owner thereof surrenders it to the Company with a written request that the Company issue registered in his name two or more certificates each representing a specified number of shares and in the aggregate representing the same number of shares as the certificate surrendered, the Company shall cancel the certificate surrendered and issue in place thereof certificates in accordance with the request.

A sum, if any, not exceeding that permitted by The Act, as the Directors may from time to time fix, shall be paid to the Company for each certificate issued under this Article.

2.3

Except as required by law or statute or these Articles, no person shall be recognized by the Company as holding any share upon any trust, and the Company shall not be bound by or compelled in any way to recognize (even when having notice) any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share or (except only as by law or statute or these Articles provided or as ordered by a court of competent jurisdiction) any other rights in respect of any share except an absolute right to the entirety in the registered holder.

2.4

Every share certificate shall be signed manually by at least one Officer or Director of the Company, or by or on behalf of a registrar, branch registrar, transfer agent or branch transfer agent of the Company and any additional signatures may be printed or otherwise mechanically reproduced and a certificate signed in either of those fashions shall be as valid as if signed manually, notwithstanding that any person whose signature is printed

3

or mechanically reproduced on a share certificate has ceased to hold the office that he is stated on the certificate to hold at the date of the issue of a share certificate.

2.5

Save as provided by The Act, the Company shall not give financial assistance by means of a loan, guarantee, the provision of security or otherwise for the purpose of or in connection with the purchase of or subscription by any person for shares or debt obligations issued by the Company or an affiliate of the Company or upon the security, in whole or in part, of a pledge or other charge upon the shares or debt obligations issued by the Company or an affiliate of the Company.

2.6

Every share certificate issued by the Company shall be in a form as the Directors approve and shall comply with The Act.

2.7

The certificates for shares registered in the name of two or more persons shall be delivered to the person first named on the register.

2.8

The Company may issue warrants and options for the purchase of shares on terms and conditions and for consideration as the Directors may determine; and the Company may pay a commission to any person in consideration of his purchasing or procuring the purchase of a warrant or option.

PART 3 - ISSUE OF SHARES

3.1

Subject to The Act and to any direction to the contrary contained in a resolution passed at a general meeting authorizing any increase of capital, the issue of shares shall be under the control of the Directors who may, subject to the rights of the holders of the shares of the Company for the time being issued, allot or otherwise dispose of, and grant options on, shares authorized but not yet issued at times and to persons, including Directors, and in a manner and upon terms and conditions, and at a price or for a consideration, as the Directors, in their absolute discretion, may determine.

3.2

The Directors on behalf of the Company may pay a commission or allow a discount to any person in consideration of his subscribing or agreeing to subscribe, whether absolutely or conditionally, for any shares with a par value in the Company, or procuring or agreeing to procure subscriptions, whether absolutely or conditionally, for any shares provided that the rate of the commission or discount shall not in the aggregate exceed 25% of the subscription price of the shares, or an amount equivalent to the percentage. The Company may also pay brokerage as may be lawful.

3.3

No share may be issued until it is fully paid by the receipt by the Company of the full consideration therefor in cash, property or past services actually performed for the Company. A document evidencing indebtedness of the person to whom the shares are allotted is not property for the purposes of this Article. The value of property and services for the purposes of this Article shall be the value determined by the Directors by resolution to be, in all circumstances of the transaction, the fair market value thereof.

PART 4 - REGISTERS

4.1

The Company shall keep or cause to be kept a register of members, a register of transfers and a register of allotments within British Columbia, all as required by The Act, and may combine one or more of such registers. If the Company's capital shall consist of more than one class of shares, a separate register of members, register of transfers and register of allotments may be kept in respect of each class of shares. The Directors on

4

behalf of the Company may appoint a trust company to keep the register of members, register of transfers and register of allotments or, if there is more than one class of shares, the Directors may appoint a trust company, which need not be the same trust company, to keep the register of members, the register of transfers and the register of allotments for each class of share. The Directors on behalf of the Company may also appoint one or more trust companies, including the trust company which keeps the said registers of its shares or of a class thereof, as transfer agent for its shares or such class thereof, as the case may be, and the same or another trust company or companies as registrar for its shares or such class thereof, as the case may be. The Directors may terminate the appointment of any trust company at any time and may appoint another trust company in its place.

4.2

Unless prohibited by The Act, the Company may keep or cause to be kept one or more branch registers of members at a place or places as the Directors may from time to time determine.

4.3

The Company shall not at any time close its register of members save and except as permitted by The Act.

4.4

The Company shall keep or cause to be kept within the Province of British Columbia in accordance with The Act a register of its debentures and a register of debentureholders, which registers may be combined, and, subject to the provisions of The Act, may keep or cause to be kept one or more branch registers of its debentureholders at a place or places as the Directors may from time to time determine and the Directors may by resolution, regulation or otherwise, make provisions as they think fit respecting the keeping of branch registers.

PART 5 - TRANSFER AND TRANSMISSION OF SHARES

5.1

Subject to the provisions of the Memorandum and of these Articles that may be applicable, any member may transfer any of his shares by instrument in writing executed by or on behalf of the member and delivered to the Company or its transfer agent. The instrument of transfer of any share of the Company shall be in the form, if any, on the back of the Company's share certificates or in any other form as the Directors may from time to time approve. Except to the extent that The Act may otherwise provide, the transferor shall be deemed to remain the holder of the shares until the name of the transferee is entered in the register of members or a branch register of members in respect thereof. If the Directors require, each instrument of transfer shall be in respect of only one class of share.

5.2

The signature of the registered owner of any shares, or of his duly authorized attorney, upon an authorized instrument of transfer shall constitute a complete and sufficient authority to the Company, its Directors, Officers and agents to register, in the name of the transferee as named in the instrument of transfer, the number of shares specified or, if no number is specified, all the shares of the registered owner represented by share certificates deposited with the instrument of transfer. If no transferee is named in the instrument of transfer, the instrument of transfer shall constitute a complete and sufficient authority to the Company, its Directors, Officers and agents to register, in the name of the person in whose behalf any certificate for the shares to be transferred is deposited with the Company for the purpose of having the transfer registered, the number of shares specified in the instrument of transfer or, if no number is specified, all the shares represented by all share certificates deposited with the instrument of transfer.

5.3

Neither the Company nor any Director, Officer or agent shall be bound to enquire into the title of the person named in the form of transfer as transferee, or, if no person is named therein as transferee, of the person on whose behalf the certificate is deposited with the Company for the purpose of having the transfer registered or be liable to any claim by such registered owner or by any intermediate owner or holder of the certificate or of any of the shares represented thereby or any interest therein for registering the transfer, and the

5

transfer, when registered, shall confer upon the person in whose name the shares have been registered a valid title to the shares.

5.4

Every instrument of transfer shall be executed by the transferor and left at the registered office of the company or at the office of its transfer agent or registrar for registration together with the share certificate for the shares to be transferred and other evidence as the Directors or the transfer agent or registrar may require to prove the title of the transferor or his right to transfer the shares and the right of the transferee to have the transfer registered. All instruments of transfer where the transfer is registered shall be retained by the Company or its transfer agent or registrar and any instrument of transfer, where the transfer is not registered, shall be returned to the person depositing the same together with the share certificate which accompanied the same when tendered for registration.

5.5

There shall be paid to the Company in respect of the registration of any transfer a sum, if any, as the Directors may from time to time determine, not exceeding that permitted by The Act.

5.6

In the case of the death of a member, the survivor or survivors where the deceased was a joint registered holder, and the legal personal representative of the deceased where he was the sole holder, shall be the only persons recognized by the Company as having any title to his interest in the shares. Before recognizing any legal personal representative the Directors may require him to deliver to the Company the original or a court-certified copy of a Grant of Probate or Letters of Administration in British Columbia or other evidence and documents as the Directors consider appropriate in order to establish the right of the personal representative to the title to the interest in the shares of the deceased member.

5.7

Upon the death or bankruptcy of a member, his personal representative or trustee in bankruptcy, although not a member, shall have the same rights, privileges and obligations that attach to the shares formerly held by the deceased or bankrupt member if the documents required by The Act and these Articles shall have been deposited with the Company. This Article does not apply on the death of a member with respect to shares registered in his name and the name of another person in joint tenancy.

5.8

Any person becoming entitled to a share in consequence of the death or bankruptcy of a member shall, upon documents and evidence being produced to the Company as The Act and these Articles require or who becomes entitled to a share as a result of an order of a Court of competent jurisdiction or a Statute, has the right either to be registered as a member in his representative capacity in respect of the share, or, if he is a personal representative, instead of being registered himself, to make a transfer of the share as the deceased or bankrupt person could have made; but the Directors shall, as regards a transfer by a personal representative or trustee in bankruptcy, have the same right, if any, to decline or suspend registration of a transferee as they would have in the case of a transfer of a share by the deceased or bankrupt person before the death or bankruptcy.

PART 6 - ALTERATION OF CAPITAL

6.1

The Company may by either special or ordinary resolution filed with the Registrar amend its Memorandum to increase the share capital of the Company by:

(a)

creating shares with par value or shares without par value, or both;

(b)

increasing the number of shares with par value or shares without par value, or both;

(c)

increasing the par value of a class of shares with par value, if no shares of that class are issued.

(a)

6

 6.2

The Company may by special resolution alter its Memorandum to subdivide, consolidate, change from shares with par value to shares without par value, or from shares without par value to shares with par value, or change the designation of, all or any of its shares but only to the extent, in the manner and with the consent of members holding a class of shares which is the subject of or affected by the alteration, as The Act provides.

6.3

The Company may alter its Memorandum or these Articles:

(a)

by special resolution, to create, define and attach special rights or restrictions to any shares, and

(b)

by special resolution and by otherwise complying with any applicable provision of its Memorandum or these Articles, to vary or abrogate any special rights and restrictions attached to any shares and in each case by filing a certified copy of the resolution with the Registrar but no right or special right attached to any issued shares shall be prejudiced or interfered with unless all members holding shares of each class whose right or special right is prejudiced or interfered with consent thereto in writing, or unless a resolution consenting is passed at a separate class meeting of the holders of the shares of each class by a majority of three-fourths, or such greater majority as may be specified by the special rights attached to the class of shares, of the issued shares of the class.

6.4

Notwithstanding any consent in writing or resolution, no alteration shall be valid as to any part of the issued shares of any class unless the holders of all of the issued shares of the class either all consent in writing or consent by a resolution passed by the votes of members holding three-fourths of the shares.

6.5

Except as otherwise provided by conditions imposed at the time of creation of any new shares or by these Articles, any addition to the authorized capital resulting from the creation of new shares shall be subject to the provisions of these Articles.

6.6

If the Company is or becomes a reporting company, no resolution to create, vary or abrogate any special right or conversion attaching to any class of shares shall be submitted to any meeting of members unless, if required by The Act, the Office of the Superintendent of Brokers for British Columbia shall have consented to the resolution.

PART 7 - PURCHASE AND REDEMPTION OF SHARES

7.1

Subject to the special rights and restrictions attached to any class of shares, the Company may, by a resolution of the Directors and in compliance with The Act, purchase any of its shares at the price and upon the terms specified in such resolution or redeem any class of its shares in accordance with the special rights and restrictions attaching thereto. No purchase or redemption shall be made if the Company is insolvent at the time f the proposed purchase or redemption or if the proposed purchase or redemption would render the Company insolvent. Unless the shares are to be purchased through a stock exchange or from a bona fide employee or bona fide former employee, of the Company of an affiliate, or from his personal representative, or the Company is purchasing the shares from dissenting members pursuant to the requirements of The Act, the Company shall make its offer to purchase pro rata to every member who holds shares of the clas s or kind, as the case may be, to be purchased.

7.2

If the Company proposes at its option to redeem some but not all of the shares of any class, the Directors may, subject to the special rights and restrictions attached to the class of shares, decide the manner in which the shares to be redeemed shall be selected.

7

7.3

Subject to the provisions of The Act, any shares purchased or redeemed by the Company may be sold or issued by it, but, while such shares are held by the Company, it shall not exercise any vote in respect of, or pay any dividend on those shares.

PART 8 - BORROWING POWERS

8.1

The Directors may from time to time on behalf of the Company:

(a)

borrow money in a manner and amount, on any security, from any source and upon any terms and conditions;

(b)

issue bonds, debentures, and other debt obligations either outright or as security for any liability or obligation of the Company or any other person; and

(c)

mortgage, charge, whether by way of specific or floating charge, or give other security n the undertaking, or on the whole or any part of the property and assets, of the Company (both present and future).

8.2

Any bonds, debentures or other debt obligations of the Company may be issued at a discount, premium or otherwise, and with any special privileges as to redemption, surrender, drawing, allotment of or conversion into or exchange for shares or other securities, attending and voting at general meetings of the Company, appointment of Directors or otherwise and may by their terms be assignable free from any equities between the Company and the person to whom they were issued or any subsequent holder thereof, all as the Directors may determine.

8.3

Every bond, debenture or other debt obligation of the Company shall be signed manually by at least one Director or Officer of the company or by or on behalf of a trustee, registrar, branch registrar, transfer agent or branch transfer agent for the bond, debenture or other debt obligation appointed by the Company or under any instrument under which the bond, debenture or other debt obligation is issued and any additional signatures may be printed or otherwise mechanically reproduced thereon and a bond, debenture or other debt obligation signed in that manner is as valid as if signed manually notwithstanding that any person whose signature is so printed or mechanically reproduced shall have ceased to hold the office that he is stated on the bond, debenture or other debt obligation to hold at the date of the issue thereof.

8.4

If the Company is or becomes a reporting company, the Company shall keep or cause to be kept a register of its indebtedness to every Director or Officer of the Company or an associate of any of them in accordance with the provisions of The Act.

PART 9 - GENERAL MEETINGS

9.1

Subject to Article 9.2 and to The Act, the first annual general meeting shall be held within 15 months from the date of continuation and the following annual general meetings shall be held once in every calendar year at a time, not being more than 13 months after the holding of the last preceding annual general meeting, and at a place as the Directors shall appoint. In default of the meeting being held, the meeting shall be called by any two members in the same manner as nearly as possible as that in which meetings are to be called by the Directors.

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9.2

If the Company is not a reporting company and if all members entitled to attend and vote at the annual general meeting of the Company consent in writing each year to the business required to be transacted at the annual general meeting, that business shall be as valid as if transacted at an annual general meeting duly convened and held and, it is not necessary for the Company to hold an annual general meeting that year.

9.3

The Directors may, whenever they think fit, convene a general meeting. A general meeting, if requisitioned in accordance with The Act, shall be convened by the Directors or, if not convened by the Directors, may be convened by the requisitionists as provided in The Act.

9.4

Not less than 21 days' notice of any general meeting specifying the time and place of meeting and in case of special business, the general nature of that business shall be given in the manner mentioned in Article 22, or in such other manner, if any, as may be prescribed by ordinary resolution whether previous notice has been given or not, to any person as may by law or under these Articles or other regulations of the Company entitled to receive the notice from the Company. But the accidental omission to give notice of any meeting to, or the non-receipt of any notice, by any person shall not invalidate any proceedings at that meeting.

9.5

Persons entitled to notice of a general meeting may waive or reduce the period of notice convening the meeting, by unanimous consent in writing, and may give such waiver before, during or after the meeting.

PART 10 - PROCEEDINGS AT GENERAL MEETINGS

10.1

Subject to article 10.2, a quorum shall be one member or one proxyholder, representing members holding not less than one-twentieth of the issued shares entitled to be voted at that meeting. If there is only one member of the Company, the quorum is one person present and being, or representing by proxy, such member.

10.2

If within one-half hour from the time appointed for a meeting a quorum is not present, the meeting, if convened by requisition of the members, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week at a time and place determined by the Board of Directors. If at the adjourned meeting a quorum is not present within one-half hour from the time appointed, the members present shall be a quorum.

10.3

The Chairman of the Board, if any, or in his absence, the President of the Company, or their appointee, if approved by the shareholders, shall be entitled to preside as Chairman at every general meeting of the Company.

10.4

If at any meeting neither the Chairman of the Board, if any, nor the President is present within fifteen minutes after the time appointed for holding the meeting or is willing to act as Chairman, the Directors present shall choose someone to be Chairman. If no Director be present or if all the Directors present decline to take the chair or shall fail to choose, the members present shall choose one of their number to be Chairman.

10.5

The Chairman of the meeting may, with the consent of any meeting at which a quorum is present and shall if so directed by the meeting, adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for 30 days or more, seven days' notice of the adjourned meeting shall be given, otherwise notice is not required.

10.6

Subject to the provisions of The Act, every question submitted to a general meeting shall be decided on a show of hands unless a poll is, before or on the declaration of the result of the show of hands, directed

9

by the Chairman or demanded by a member entitled to vote who is present in person or by proxy, and the Chairman shall declare to the meeting the decision on every question in accordance with the result of the show of hands or the poll, and the decision shall be entered in the book of proceedings of the Company. A declaration by the Chairman that a resolution has been carried or carried unanimously or by a particular majority, or lost or not carried by a particular majority, and an entry to that effect in the book containing the minutes of the proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

10.7

No resolution proposed at a meeting need be seconded and the Chairman of any meeting (provided he is entitled to vote) shall be entitled to move or second a resolution, without the necessity of relinquishing the chair.

10.8

In case of an equality of votes at a general meeting, the Chairman shall not, either on a show of hands or on a poll, have a casting or a second vote in addition to the vote or votes to which he may be entitled as a member.

10.9

No poll may be demanded on the election of a Chairman. A poll demanded on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken as soon as, in the opinion of the Chairman, is reasonably convenient, but in no event later than seven days after the meeting and at a time and place and in a manner as the Chairman of the meeting directs. The result of the poll shall be deemed to be the resolution of and passed at the meeting at which the poll was demanded. Any business other than that upon which the poll has been demanded may be proceeded with pending the taking of the poll. A demand for a poll may be withdrawn. In any dispute as to the admission or rejection of a vote, the decision of the Chairman made in good faith shall be final and conclusive.

10.10

A member entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way.

10.11

The demand of a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.

10.12

Every ballot cast upon a poll and every proxy appointing a proxyholder who cast a ballot upon a poll, shall be retained by the Secretary for at least three months and be subject to inspection as The Act may provide.

PART 11 - VOTES OF MEMBERS

11.1

Subject to any special voting rights or restrictions attached to any class of shares and the restrictions on joint registered holders of shares, on a show of hands every member who is present in person and entitled to vote shall have one vote and on a poll every member shall have one vote for each share of which he is the registered holder and may exercise his vote either in person or by proxy.

11.2

Any person who is not registered as a member but is entitled to vote at any general meeting in respect of a share, may vote the share in the same manner as if he were a member; but, unless the Directors have previously admitted his right to vote at that meeting in respect of the share, he shall satisfy the Directors of his right to vote the share before the time for holding the meeting, or adjourned meeting, as the case may be, at which he proposes to vote.

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11.3

Any corporation, not being a subsidiary of the Company which is a member of the Company, may by resolution of its Directors or other governing body authorize any person as it thinks fit to act as its representative at any general meeting or class meeting. The person authorized shall be entitled to exercise in respect of and at the meeting the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual member of the Company personally present, including, without limitation, the right, unless restricted by the resolution, to appoint a proxyholder to represent the corporation, and shall be counted for the purpose of forming a quorum if present at the meeting. Evidence of the appointment of any representative may be sent to the Company by written instrument, telegram, telex or any method of transmitting legibly recorded messages. Notwithstanding the foregoing, a corporation bein g a member may appoint a proxyholder.

11.4

In the case of joint registered holders of a share, the vote of the senior who exercises a vote, whether in person or by proxyholder, shall be accepted to the exclusion of the votes of the other joint registered holders; and for this purpose seniority shall be determined by the order in which the names stand in the register of members. Several legal personal representatives of a deceased member whose shares are registered in his sole name shall for the purpose of this Article be deemed joint registered holders.

11.5

A member, in respect of whom an order has been made by any court having jurisdiction, may vote, whether on a show of hands or on a poll, by his committee, curator bonis, or other person in the nature of a committee or curator bonis appointed by that court, and his committee, curator bonis, or other person may appoint a proxyholder.

11.6

A member holding more than one share in respect of which he is entitled to vote shall be entitled to appoint one or more (but not more than five) proxyholders to attend, act and vote for him on the same occasion. If a member should appoint more than one proxyholder for the same occasion, he shall specify the number of shares each proxyholder shall be entitled to vote. A member may also appoint one or more alternate proxyholders to act in the place and stead of an absent proxyholder.

11.7

A proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing, or, if the appointor is a corporation, either under the seal of the corporation or under the hand of a duly authorized officer or attorney. A proxyholder need not be a member of the Company if:

(a)

the Company is at the time a reporting company; or

(b)

the member appointing the proxyholder is a corporation; or

(c)

the Company shall have at the time only one member; or

(d)

the persons present in person or by proxy and entitled to vote at the meeting by resolution permit the proxyholder to attend and vote; for the purpose of the resolution, the proxyholder shall be counted in the quorum but shall not be entitled to vote;

and in all other cases, a proxyholder must be a member.

11.8

Unless the directors otherwise determine, the instrument appointing a proxyholder and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy shall be deposited at a place specified for that purpose in the notice convening the meeting not less than forty-eight hours before the time for holding the meeting at which the proxyholder proposes to vote, or shall be deposited with the Chairman of the meeting prior to the commencement of the meeting.

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11.9

Unless The Act or any other statute or law which is applicable to the Company or to any class of its shares requires any other form of proxy, a proxy, whether for a specified meeting or otherwise, shall be in the form following, but may also be in any other form that the Directors or the chairman of the meeting shall approve:

(Name of Company)

The Undersigned, being a member of the above named Company, hereby appoints or failing him as proxyholder for the undersigned to attend, act and vote for and on behalf of the undersigned at the general meeting of the Company to be held on the day of and at any adjournment thereof.

Signed this

day of

, 19_ (Signature of member).

11.10

A vote given in accordance with the terms of a proxy is valid notwithstanding the previous death or incapacity of the member giving the proxy or the revocation of the proxy or of the authority under which the form of proxy was executed or the transfer of the share in respect of which the proxy is given, provided that no notification in writing of the death, incapacity, revocation or transfer shall have ben received at the registered office of the Company or by the chairman of the meeting or adjourned meeting for which the proxy was given before the vote is taken.

11.11

Every proxy may be revoked by an instrument in writing:

(a)

executed by the member giving the same or by his attorney authorized in writing or, where the member is a corporation, by its duly authorized officer or attorney of the corporation; and

(b)

delivered either at the registered office of the Company at any time up to and including the last business day preceding the day of the meeting, or any adjournment at which the proxy is to be used, or to the chairman of the meeting on the day of the meeting or any adjournment before any vote in respect of which the proxy is to be used shall have been taken;

or in any other manner provided by law.

11.12

If and for as long as the Company shall be a reporting company and before permitting a registrant to vote on a resolution or motion proposed at a meeting of the Company, the chairman of the meeting may require the registrant (or his proxyholder, as the case may be) to produce evidence in writing acceptable to the chairman (in the form of a statutory declaration or otherwise) that the registrant:

(a)

is the beneficial owner of the share; or

(b)

has complied with The Act vis-a-vis the beneficial owner of the share.

11.13

The provision of this Part shall be applicable mutatis mutandis to class meetings.

PART 12 – DIRECTORS

12.1

Directors shall be elected by the members entitled to vote on the election of Directors and the number of Directors shall be the same as the number of Directors appointed or elected. The number of Directors, excluding additional Directors, may be fixed or changed from time to time by ordinary resolution, whether previous

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notice has been given or not, but the number of Directors shall never be less than one or, if the Company is or becomes a reporting company, less than three.

12.2

The remuneration of the Directors as such may from time to time be determined by the Directors or, if the Directors shall decide, by the members. The remuneration may be in addition to any salary or other remuneration paid to any Officer or employee of the Company as such who is also a Director. The Directors shall be repaid reasonable travelling, hotel and other expenses as they incur in and about the business of the Company and if any Director shall perform any professional or other services for the Company that in the opinion of the Directors are outside the ordinary duties of a Director or shall otherwise be specially occupied in or about the Company's business, he may be paid a remuneration to be fixed by the Board, or, at the option of the Director, by the Company in general meeting, and the remuneration may be either in addition to, or in substitution for any other remuneration that he may be entitled to receive. The Directors on behalf of the Comp any, unless otherwise determined by ordinary resolution, may pay a gratuity or pension or allowance on retirement to any Director who has held any salaried office or place of profit with the Company or to his spouse or dependents and may make contributions to any fund and pay premiums for the purchase or provision of any gratuity, pension or allowance.

12.3

A Director shall not be required to hold a share in the capital of the Company as qualification for his office but shall be qualified as required by The Act, to become or act as a Director.

PART 13 - ELECTION AND REMOVAL OF DIRECTORS

13.1

At each annual general meeting of the Company all Directors shall retire and the members entitled to vote shall elect a Board of Directors consisting of the number of Directors for the time being fixed pursuant to these Articles. If the Company is, or becomes, a company that is not a reporting company and the business to be transacted at any annual general meeting is consented to in writing by the members who are entitled to attend and vote at this annual general meeting shall be deemed for the purpose of this Part to have been held on the written consent becoming effective.

13.2

A retiring Director shall be eligible for re-election.

13.3

Where the Company fails to hold an annual general meeting in accordance with The Act, the Directors then in office shall be deemed to have been elected or appointed as Directors on the last day on which the annual general meeting could have been held pursuant to these Articles and they may hold office until other Directors are appointed or elected or until the day on which the next annual general meeting is held.

13.4

If, at any general meeting at which an election of Directors ought to take place, the places of the retiring Directors are not filled up, those of the retiring Directors as may be requested by the newly elected Directors shall, if willing, continue in office until further new Directors are elected at a general meeting specially convened for that purpose or at the annual general meeting in the next or some subsequent year, unless it is determined to reduce the number of Directors.

13.5

Any casual vacancy occurring in the Board of Directors may be filled by the remaining Directors or Director.

13.6

Between successive annual general meetings the Directors shall have power to appoint one or more additional Directors, but not more than one-third of the number of Directors elected or appointed at the last annual general meeting at which Directors were elected. Any Director appointed shall hold office only until the next

13

following annual general meeting of the Company, but shall be eligible for election at the meeting and so long as he is an additional Director the number of Directors shall be increased accordingly.

13.7

Any Director may by instrument in writing delivered to the Company appoint any person to be his alternate to act in his place at meetings of the Directors at which he is not present unless the Directors shall have reasonably disapproved the appointment of the person as an alternate Director and shall have given notice to that effect to the Director appointing the alternate Director within a reasonable time after delivery of the instrument to the Company. Every alternate shall be entitled to notice of meetings of the Directors and to attend and vote as a Director at a meeting at which the person appointing him is not personally present, and, if he is a Director, to have a separate vote on behalf of the Director he is representing in addition to his own vote. A Director may at any time by instrument, telegram, telex or any method of transmitting legibly recorded messages delivered to the Company revoke the appointment of an alternate appointed by him. The r emuneration payable to an alternate shall be payable out of the remuneration of the Director appointing him.

13.8

The office of Director shall be vacated if the Director:

(a)

resigns his office by notice in writing delivered to the registered office of the Company; or

(b)

ceases to be qualified to act as a Director pursuant to The Act.

13.9

The Company may by special resolution remove any Director before the expiration of his period of office, and may by an ordinary resolution appoint another person in his stead.

PART 14 - POWERS AND DUTIES OF DIRECTORS

14.1

The Directors shall manage, or supervise the management of, the affairs and business of the Company and shall have the authority to exercise all powers of the Company as are not, by The Act or by the Memorandum or these Articles, required to be exercised by the Company in general meeting.

14.2

The Directors may from time to time by power of attorney or other instrument under the seal, appoint any person to be the attorney of the Company for purposes, and with powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles and excepting the powers of the Directors relating to the constitution of the Board and of any of its committees and the appointment or removal of Officers and the power to declare dividends) and for a period, with remuneration and subject to conditions as the Directors may think fit, and any appointment may be made in favour of any of the Directors or any of the members of the Company or in favour of any corporation, or of any of the members, Directors, nominees or managers of any corporation, firm or joint venture and any power of attorney may contain provisions for the protection or convenience of persons dealing with the attorney as the Directors may think fit. Any at torney may be authorized by the Directors to sub-delegate all or any of the powers, authorities and discretions for the time being vested in him.

PART 15 - DISCLOSURE OF INTEREST OF DIRECTORS

15.1

A Director who is, in any way, directly or indirectly interested in an existing or proposed contract or transaction with the Company or who holds any office or possesses any property, directly or indirectly, where a duty or interest might be created to conflict with his duty or interest as a Director, shall declare the nature and

14

extent of his interest in the contract or transaction or of the conflict or potential conflict with his duty and interest as a Director in accordance with the provisions of The Act.

15.2

A Director shall not vote in respect of the approval of any contract or transaction with the Company in which he is interested and if he shall do so his vote shall not be counted, but he shall be counted in the quorum present at the meeting at which the vote is taken. This Article and Article 15.1 shall not apply in circumstances where a Director is, under the provisions of The Act, deemed not to be interested in a proposed contract or transaction.

15.3

A Director may hold any office or place of profit with the Company (other than the office of auditor of the Company) in conjunction with his office of Director for a period and on terms (as to remuneration or otherwise) as the Directors may determine and no Director or intended Director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any other office or place of profit or as vendor, purchaser or otherwise, and, subject to compliance with the provisions of The Act, no contract or transaction entered into by or on behalf of the Company in which a Director is in any way interested shall be liable to be voided by reason thereof.

15.4

Subject to compliance with the provisions of The Act, a Director or his firm may act in a professional capacity for the Company (except as auditor of the Company) and he or his firm shall be entitled to remuneration for professional services as if he were not a Director.

15.5

A Director may be or become a Director or other Officer or employee of, or otherwise interested in, any corporation or firm in which the Company may be interested as a shareholder or otherwise, and, subject to compliance with the provisions of The Act, the Director shall not be accountable to the Company for any remuneration or other benefits received by him as Director, Officer or employee of, or from his interest in, such other corporation or firm, unless the Company in general meeting otherwise directs.

PART 16 - PROCEEDINGS OF DIRECTORS

16.1

The Chairman of the Board, if any, or in his absence, the President, shall preside as chairman at every meeting of the Directors, or if there is no Chairman of the board or neither the Chairman of the Board nor the President is present within fifteen minutes of the time appointed for holding the meeting or is willing to act as chairman, or, if the Chairman of the Board, if any, and the President have advised the Secretary that they will not be present at the meeting, the Directors present shall choose one of their number to be chairman of the meeting.

16.2

The Directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings, as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes the chairman shall not have a second or casting vote. Meetings of the Board held at regular intervals may be held at a place, at a time and upon notice (if any) as the Board may by resolution from time to time determine.

16.3

A Director may participate in a meeting of the Board or of any committee of the Directors by means of conference telephones or other communication facilities by means of which all Directors participating in the meeting can hear each other. A Director participating in a meeting in accordance with this Article shall be deemed to be present at the meeting, to have agreed, shall be counted in the quorum and be entitled to speak and vote.

15

16.4

A Director may at any time, and the Secretary, upon the written request of a Director, shall call a meeting of the Directors. Notice specifying the time and place of the meeting shall be mailed, postage prepaid, addressed to each of the Directors at his registered address at least 48 hours before the time fixed for the meeting or a lesser period as may be reasonable under the circumstances, or the notice may be given to each Director either personally or by leaving it at his usual business or residential address or by telephone, telegram, telex or other method of transmitting visually recorded messages, at least 48 hours before the time or the lesser period as may be reasonable under the circumstances. It shall not be necessary to give to any Director notice of a meeting of Directors immediately following a general meeting at which the Director has been elected or notice of a meeting of Directors at which the Director shall have been appointed. Accidental omission to give notice of a meeting of Directors to, or the non-receipt of notice by, any Director, shall not invalidate the proceedings at that meeting.

16.5

Any Director of the Company may file with the Secretary a document executed by him waiving notice of any past, present or future meeting or meetings of the Directors being, or required to have been, sent to him and may at any time withdraw the waiver with respect to future meetings. After filing the waiver with respect to future meetings and until the waiver is withdrawn no notice need be given to the Director and, unless the Director otherwise requires in writing to the Secretary, to his alternate Director of any meeting of Directors and all meetings of the Directors held shall be deemed to be properly called or constituted even though notice was given to the Director or alternate Director.

16.6

The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and if not fixed shall be two Directors or, if the number of Directors is fixed at one, shall be one Director.

16.7

The continuing Directors may act notwithstanding any vacancy in their body, but, if and so long as their number is reduced below the number fixed pursuant to these Articles as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number of Directors to that number, or of summoning a general meeting of the Company, but for no other purpose.

16.8

Subject to the provisions of The Act, all acts done by any meeting of the Directors or of a committee of Directors, or by any person acting as a Director, shall, notwithstanding that it be afterwards discovered that there was some defect in the qualification, election or appointment of any Directors or of the members of a committee or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every person had been duly elected or appointed and was qualified to be a Director.

 16.9

A resolution consented to in writing, whether by document, telegram, telex or any method of transmitting legibly recorded messages r other means, by all of the Directors shall be as valid and effectual as if it had been passed at a meeting of the Directors duly called and held. A resolution shall be dated and may be in two or more counterparts which together shall be deemed to constitute one resolution in writing. The resolution shall be filed with the minutes of the proceedings of the Directors and shall be effective on the date stated on the resolution or on the latest date stated on any counterpart.

PART 17 - EXECUTIVE AND OTHER COMMITTEES

17.1

The Directors may by resolution appoint an Executive Committee to consist of a member or members of their body as they think fit, which committee shall have, and may exercise during the intervals between the meetings of the Board, all the powers vested in the Board except the power to fill vacancies in the Board, the power to change the membership of, or fill vacancies in, the Committee or any other committees of the Board and any other powers as may be specified in the resolution. The Committee shall keep regular minutes of its transactions and shall cause them to be recorded in books kept for that purpose, and shall report the same to the Board of

16

Directors at times as the Board of Directors may from time to time require The Board shall have the power at any time to revoke or override the authority given to or acts done by the Committee except as to acts done before such revocation or overriding and to terminate the appointment or change the membership of the Committee and to fill vacancies in it. The Committee may make rules for the conduct of its business and may appoint assistants as it may deem necessary. A majority of the members of the Committee shall constitute a quorum.

17.2

The Directors may by resolution appoint one or more committees consisting of a member or members of their body as they think fit and may delegate to any committee between meetings of the Board those powers of the Board (except the power to fill vacancies in the Board and the power to change the membership of or fill vacancies in any committee of the Board and the power to appoint or remove Officers appointed by the Board) subject to conditions as may be prescribed in the resolution, and all committees appointed shall keep regular minutes of their transactions and shall cause them to be recorded in books kept for that purpose, and shall report to the Board of Directors as the Board of Directors may from time to time require. The Directors shall also have power at any time to revoke or override any authority given to or acts to be done by any committees except as to acts done before such revocation or overriding and to terminate the appointment or change th e membership of a committee and to fill vacancies in it. Committees may make rules for the conduct of their business and may appoint assistants as they deem necessary. A majority of the members of a committee shall constitute a quorum.

17.3

The Executive Committee and any other committees may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members of the committee present, and in case of an equality of votes, the chairman shall not have a second or casting vote. A resolution approved in writing by all the members of the Executive Committee or any other committee shall be as valid and effective as if it had been passed at a meeting of the Committee duly called and constituted. A resolution shall be dated and may be in two or more counterparts which together shall be deemed to constitute one resolution in writing. The resolution shall be filed with the minutes of the proceedings of the committee and shall be effective on the date stated on the resolution or on the latest date stated in any counterpart.

PART 18 - OFFICERS

18.1

The Directors shall, from time to time, appoint a President and a Secretary and any other officers as the Directors shall determine and the Directors may, at any time, terminate any appointment. No officer shall be appointed unless he is qualified in accordance with the provisions of The Act.

18.2

One person may hold more than one of the offices except that the offices of President and Secretary must be held by different persons unless the Company has only one member. Any person appointed as the Chairman of the Board, the President or the Managing Director shall be a Director. The other officers need not be Directors. The remuneration of the officers of the Company as such and the terms and conditions of their tenure of office or employment shall from time to time be determined by the Directors; the remuneration may be by way of salary, fees, wages, commission or participation in profits or any other means or all of these modes and an officer may in addition to the remuneration be entitled to receive after he ceases to hold the office or leaves the employment of the Company a pension or gratuity. The Directors may decide what functions and duties each officer shall perform and may entrust to and confer upon him any of the powers exercisable by them upon terms and conditions and with restrictions as they think fit and may from time to time revoke, withdraw, alter or vary all or any of the functions, duties and powers. The Secretary shall, inter alia, perform the functions of the Secretary specified in the Act.

18.3

Every officer of the Company who holds any office or possesses any property, whether directly or indirectly, where duties or interest might be created in conflict with his duties or interests as an officer of the Company shall, in writing, disclose to the President the fact and the nature and extent of the conflict.

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PART 19 - INDEMNITY AND PROTECTION
OF DIRECTORS, OFFICERS AND EMPLOYEES

19.1

Subject to the provisions of The Act, the Directors shall cause the Company to indemnify a Director or former Director of the Company and the Directors may cause the Company to indemnify a director or former director of a corporation of which the Company is or was a shareholder and the heirs and personal representatives of any former director against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him or them including an amount paid to settle an action or satisfy a judgment in a civil, criminal or administrative action or proceeding to which he is or they are made a party by reason of his being or having been a Director including any action brought by the Company. Each Director of the Company on being elected or appointed shall be deemed to have contracted with the Company on the terms of this indemnity.

19.2

Subject to the provisions of The Act, the Directors may cause the Company to indemnify any officer, employee or agent of the Company or of a corporation of which the Company is or was a shareholder (notwithstanding that he is also a Director) and his heirs and personal representatives against all costs, charges and expenses whatsoever incurred by him or them and resulting from his acting as an officer, employee or agent of the Company or the corporation. In addition, the Company shall indemnify the Secretary or an Assistant Secretary of the Company (if he shall not be a full time employee of the Company and notwithstanding that he is also a Director) and his respective heirs and legal representatives against all costs, charges and expenses whatsoever incurred by him or them and arising out of the functions assigned to the Secretary by The Act or these Articles.

19.3

The failure of a Director or officer of the Company to comply with the provisions of The Act or of the Memorandum or these Articles shall not invalidate any indemnity to which he is entitled under this Part.

19.4

The Directors may cause the Company to purchase and maintain insurance for the benefit of any person who is or was serving as a Director, officer, employee or agent of the Company or as a director, officer, employee or agent f any corporation of which the Company is or was a shareholder and his heirs or personal representatives against any liability incurred by him as a Director, officer, employee or agent.

PART 20 - DIVIDENDS AND RESERVE

 20.1

The Directors may from time to time declare and authorize payment of dividends as they may deem advisable and need not give notice to any member. No dividend shall be paid otherwise than out of funds or assets properly available for the payment of dividends and a declaration by the Directors as to the amount of the funds or assets available for dividends shall be conclusive. The Company may pay any such dividend wholly or in part by the distribution of specific assets and in particular by paid up shares, bonds, debentures or other securities of the Company or any other corporation or in any one or more ways as may be authorized by the Company or the Directors and where any difficulty arises with regard to a distribution the Directors may settle the difficulty as they think expedient, and in particular may fix the value for distribution of the specific assets or any part, and may determine that cash payments i n substitution for all or any part of the specific assets to which any members are entitled shall be made to any members on the basis of the value fixed in order to adjust the rights of all parties and may vest any specific assets in trustees for the persons entitled to the dividend as may seem expedient to the Directors.

18

20.2

Any dividend declared on shares of any class by the Directors may be made payable on a date as is fixed by the Directors.

20.3

Subject to the rights of members holding shares with special rights as to dividends, all dividends on shares of any class shall be declared and paid according to the number of shares held.

20.4

The Directors may, before declaring any dividend, set aside out of the funds properly available for the payment of dividends a sum as they think proper as a reserve which shall, at the discretion of the Directors, be applicable for meeting contingencies, or for equalizing dividends, or for any other purpose to which the funds of the Company may be properly applied, and pending the application may, at the like discretion, either be employed in the business of the Company or be invested in investments as the Directors may from time to time think fit. The Directors may also, without placing the same in reserve, carry forward such funds, which they think prudent not to distribute.

20.5

If several persons are registered as joint holders of any share, any one of them may give an effective receipt for any dividend, bonus or other money payable in respect of the share.

20.6

No dividend shall bear interest against the Company. Where the dividend to which a member is entitled includes a fraction of a cent, such fraction shall be disregarded in making payment and the payment shall be deemed to be payment in full.

20.7

Any dividend, bonus or other money payable in cash in respect of shares may be paid by cheque or money order sent through the post directed to the registered address of the holder, or in the case of joint holders, to the registered address of that one of the joint holders who is first named on the register, or to a person and to an address as the holder or joint holders may direct in writing. Every cheque or money order shall be made payable to the order of the person to whom it is sent. The mailing of the cheque or money order shall, to the extent of the sum represented thereby (plus the amount of any tax required by law to be deducted), discharge all liability for the dividend, unless the cheque or money order shall not be paid on presentation or the amount of tax deducted shall not be paid to the appropriate taxing authority.

20.8

Notwithstanding anything contained in these Articles, the Directors may from time to time capitalize any undistributed surplus on hand of the Company and may from time to time issue as fully paid and non-assessable any unissued shares, or any bonds, debentures or debt obligations of the Company as a dividend representing all or any part of the undistributed surplus on hand.

PART 21 - DOCUMENTS, RECORDS AND REPORTS

21.1

The Company shall keep at its records office or at any other place as The Act may permit, the documents, copies, registers, minutes, and records which the Company is required by The Act to keep at its records office or any other place, as the case may be.

21.2

The Company shall cause to be kept proper books of account and accounting records in respect of all financial and other transactions of the Company in order to record the financial affairs and condition of the Company and to comply with The Act.

21.3

Unless the Directors determine otherwise, or unless otherwise determined by an ordinary resolution, no member of the Company shall be entitled to inspect the accounting records of the Company.

19

21.4

The Directors shall from time to time at the expense of the Company cause to be prepared and laid before the Company in general meeting the financial statements and reports as are required by The Act.

21.5

Every member shall be entitled to be furnished, once, gratis, on demand, with a copy of the latest annual financial statements of the Company and, if so required by The Act, a copy of each annual financial statement and interim financial statement shall be mailed to each member.

PART 22 - NOTICES

22.1

A notice, statement or report may be given or delivered by the Company to any member either by delivery to him personally or by sending it by mail to him to his address as recorded in the register of members. Where a notice, statement or report is sent by mail, service or delivery of the notice, statement or report shall be deemed to be effected by properly addressing, prepaying and mailing the notice, statement or report and to have been given on the day, Saturdays, Sundays and holidays excepted, following the date of mailing. A certificate signed by the secretary or other officer of the Company or of any other corporation acting in that behalf for the Company that the letter or envelope containing the notice, statement or report was addressed, prepaid and mailed shall be conclusive evidence of mailing.

22.2

A notice, statement or report may be given or delivered by the Company to the joint holders of a share by giving the notice to the joint holder first named in the register of members in respect of the share.

22.3

A notice, statement or report may be given or delivered by the Company to the persons entitled to a share in consequence of the death, bankruptcy or incapacity of a member by sending it through the mail prepaid addressed to them by name or by the title of representatives of the deceased or incapacitated person or trustee of the bankrupt, or by any like description, at the address (if any) supplied to the Company for the purpose by the persons claiming to be entitled, or (until the address has been supplied) by giving the notice in a manner in which the same might have been given if the death, bankruptcy or incapacity had not occurred.

22.4

Notice of every general meeting or meeting of members holding a class of shares shall be given to every member.

PART 23 - RECORD DATES

23.1

The Directors may fix in advance a date, which shall not be more than the maximum number of days permitted by The Act preceding the date of any meeting of members or any class or of the payment of any dividend or of the proposed taking of any other proper action requiring the determination of members as the record date for the determination of the members entitled to notice of, or to attend and vote at, any meeting and any adjournment, or entitled to receive payment of any dividend or for any other proper purpose and, in such case, notwithstanding anything elsewhere contained in these Articles, only members of record on the date fixed shall be deemed to be members for the purposes aforesaid.

23.2

Where no record date is fixed for the determination of members, the date on which the notice is mailed or on which the resolution declaring the dividend is adopted, as the case may be, shall be the record date for such determination.

20

PART 24 - SEAL

24.1

The Directors may provide a seal for the Company and shall provide for the safe custody of the seal which shall not be affixed to any instrument except in the presence of a Director or a person or persons as the Directors may from time to time by resolution appoint and the Director, or person or persons in whose presence the seal is so affixed to an instrument shall sign such instrument. For the purpose of certifying under seal true copies of any document or resolution the seal may be affixed in the presence of any Director or Officer.

24.2

To enable the seal of the company to be affixed to any bonds, debentures, share certificates, or other securities of the company on which facsimiles of any of the signatures of the Directors or officers of the Company are, in accordance with The Act and these Articles printed or otherwise mechanically reproduced, there may be delivered to the firm or company employed to engrave, lithograph or print the bonds, debentures, share certificates or other securities one or more unmounted dies reproducing the Company's seal and the Chairman of the Board, the President, the Managing Director or a Vice-President and the Secretary, Treasurer, Secretary-Treasurer, a Assistant Secretary, an Assistant Treasurer, or an Assistant Secretary-Treasurer may by a document authorize the firm or company to cause the Company's seal to be affixed to the bonds, debentures, share certificates or other securities by the use of the dies. Bonds, debentures, share certificates or other securities to which the Company's seal has been affixed shall for all purposes be deemed to be under and to bear the Company's seal lawfully affixed.

24.3

The Company may have for use in any other province, state, territory or country an official seal which shall have on its face the name of the Province, State, Territory or Country where it is to be used.

PART 25 - DEATH OF SOLE DIRECTOR AND MEMBER

25.1

In the event that the Company has only one member (exclusive of the Company, if the Company shall be the owner of issued shares of the Company), and if the member is the only Director of the Company, then he may from time to time file at the records office of the Company a notice in writing designating one or more persons to act as Directors in the event of his death. The notice shall be accompanied by the written consent of the designated persons to act as and to be Directors of the Company. Upon the death of the Director (and provided that at the date of the death no other person is a member of the Company and no other person is a Director of the Company), each person designated as a Director as aforesaid shall be deemed to have been duly elected as a Director of the Company as of the date of death of such deceased director; provided, however, that the election or appointment of a person designated as aforesaid shall be invalid and of no effect in the event of his rescinding his consent to be or to act as a Director or in the event of his being disqualified from being or acting as a Director.

25.2

In the event that a sole Director fails to appoint a successor pursuant to Article 25.1 (or having designated a person pursuant to Article 25.1, the person fails or refuses to act as a Director or is otherwise disqualified from acting as or being a Director, and in the event of the death of the Director at a time when he is still the sole member of the Company (exclusive of the Company, if the Company shall be the owner of issued shares of the Company):

(a)

A general meeting of the Company may be convened by:

i)

the solicitor or auditor for the Company; or

21

ii)

any person entitled as at the intended date of the meeting to apply for Letters Probate of the last Will of the deceased member (if he died testate); or

iii)

the person first entitled as at the intended date of the meeting to apply for Letters of Administration of the estate of the deceased member (whether or not he in fact died intestate);

(b)

Notice of such meeting shall be given no less than twenty-one days before the intended date of the meeting to:

i)

all persons named as beneficiaries in the last will (if any) of the deceased member (whether or not letters probate have been granted in respect of such Will);

ii)

all persons who would be entitled to share in the estate of the deceased member if he had died intestate (whether or not he in fact died intestate);

iii)

the parent or guardian of any person referred to in i) or ii) above who is an infant as at the intended date of the meeting; and

iv)

if any of the persons referred to in i) or ii) above shall be a class of persons whose identity cannot be readily ascertained, then to a solicitor acting on behalf of the class;

(c)

At the general meeting, the persons named in (b) above who are personally present at the meeting shall be entitled, upon unanimous vote, to determine the number of Directors of the Company and to elect Directors of the Company;

(d)

The persons elected Directors of the Company pursuant to this Article 25.2 shall have authority to manage the business of the Company; but, while the persons are Directors of the Company, they shall not suffer nor permit any of the following until at least one hundred and twenty days following the transmission of the shares of the deceased member to his lawful representative (having Letters Probate or Letters of Administration in British Columbia) without first obtaining an Order of the Supreme Court of British Columbia approving the same:

i)

the sale, allotment or issuance by the Company of any issued or unissued shares;

ii)

the issuance by the Company of any bonds, debentures, warrants or options to purchase shares;

iii)

any agreement by the Company to allot or issue shares, debentures, warrants or options to purchase shares (whether issued or unissued);

iv)

the purchase or redemption by the Company of any of its shares or any agreement by the Company to purchase or redeem any of its shares;

v)

the alteration of the Company's Memorandum or Articles; or

vi)

the sale by the Company of the whole or a substantial part of its business or undertaking.

22

25.3

The provisions of Articles 25.1 and 25.2 shall apply mutatis mutandis in the event of there being more than one Director and member and in the event of the death of all members and Directors without other provision having been made for the appointment of successor Directors.

25.4

The accidental omission to give notice to a person specified in Article 25.2(b) shall not invalidate the election of Directors pursuant to Article 25.2(c).

PART 26 - PROHIBITIONS

26.1

If the Company is not a reporting company, no shares or debt obligations issued by the Company shall be offered for sale to the public, except under the limited circumstances provided for pursuant to the Securities Act and Regulations.

26.2

If the Company is not a reporting company, no shares shall be transferred without the previous consent of the Directors expressed by a resolution of the Board and the Directors shall not be required to give any reason for refusing to consent to ally proposed transfer.

COMPANY ACT
SPECIAL RESOLUTION

The following special resolution was passed by the undermentioned Company on the date stated:

NAME OF COMPANY:

THE ACHIEVERS TRAINING GROUP INC.

DATE RESOLUTION PASSED:

March 18, 1993 RESOLUTION:

BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

1

The name of the Company be changed to Rockwealth International Resource Corp. and that Paragraph 1 of the Memorandum be amended to read as follows:

"1.

The name of the Company is ROCKWEALTH INTERNATIONAL RESOURCE CORP."

The Memorandum, as altered, is attached hereto as Schedule "A".

Certified a true copy the 13th day of May, 1993.

(Relationship to Company) Solicitor

SCHEDULE "A" ATTACHED TO AND FORMING PART OF A SPECIAL RESOLUTION OF THE ACHIEVERS TRAINING GROUP INC. PASSED ON THE 18TH DAY OF MARCH, 1993.

COMPANY ACT
ALTERED MEMORANDUM

1.

The name of the Company is ROCKWEALTH INTERNATIONAL RESOURCE CORP.

2.

The authorized capital of the Company consists of Fifty Million (50,000,000) common shares without par value.

1.

I CERTIFY THIS IS A COPY OF A
DOCUMENT FILED ON

AUG 0 7 1996

FORM 21
(Section 371)
PROVINCE OF BRITISH COLUMBIA

SPECIAL RESOLUTION
The following special resolution was passed by the undermentioned Company on the date stated:

NAME OF COMPANY:

ROCKWEALTH INTERNATIONAL RESOURCE CORP.

DATE RESOLUTION PASSED:

June 11, 1996 RESOLUTION:

BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

The name of the Company be changed to STRATHMORE RESOURCES LTD., and that Paragraph 1 of the Memorandum be amended to read as follows:

"1. The name of the Company is STRATHMORE RESOURCES LTD." The Memorandum, as altered, is attached hereto as Schedule "A".

Certified a true copy the 2nd day of August, 1996.

SCHEDULE "A" ATTACHED TO AND FORMING PART OF A SPECIAL RESOLUTION OF ROCKWEALTH INTERNATIONAL RESOURCE CORP. PASSED ON THE 11TH DAY OF JUNE, 1996.

COMPANY ACT
ALTERED MEMORANDUM

1.

The name of the Company is STRATHMORE RESOURCES LTD.

2.

The authorized capital of the Company consists of Fifty Million (50,000,000) common shares without par value.

PROVINCE OF BRITISH COLUMBIA
FORM 19
(Section 348)

COMPANY ACT
SPECIAL RESOLUTION

Certificate of

Inc. No. C-446511

stated:

The following special resolution was passed by the undermentioned Company on the date

NAME OF COMPANY:

STRATHMORE RESOURCES LTD.

DATE RESOLUTION PASSED:

May 11, 2000 RESOLUTION:

RESOLVED AS A SPECIAL RESOLUTION THAT:

1.

The name of the Company be changed from STRATHMORE RESOURCES LTD. to STRATHMORE MINERALS CORP. and that the first paragraph of the Memorandum of the Company be altered accordingly.

2.

The authorized capital of the Company be altered by consolidating all of the 50,000,000 common shares without par value, of which 19,947,746 are issued and outstanding, into 10,000,000 common shares without par value, of which 3,989,549.2 shares are issued and outstanding, every five (5) common shares without par value being consolidated into one (1) common share without par value.

3.

The authorized capital of the Company be increased from 10,000,000 common shares without par value to 100,000,000 common shares without par value and that paragraph 2 of the Company's Memorandum be altered accordingly.

The Memorandum, as altered, is attached hereto as Schedule "A".

Certified a true copy the 12th day of September, 2000. (Signature)

SCHEDULE "A" ATTACHED TO AND FORMING PART OF A SPECIAL RESOLUTION OF STRATHMORE RESOURCES LTD. CORPORATION PASSED ON THE 11TH DAY OF MAY, 2000

COMPANY ACT

ALTERED MEMORANDUM

1.

The name of the Company is STRATHMORE MINERALS CORP.

2.

The authorized capital of the Company consists of One Hundred Million (100,000,000) common shares without par value.

EX-10.1

 

EX-10.2

MINERAL PROPERTY EXPLORATION AGREEMENT

THIS MINERAL PROPERTY EXPLORATION AGREEMENT

made the 8^th day of January, 2004.

BETWEEN:

Jody Dahrouge,

of 11 Country Lane, Stony Plain, Alberta, T6E 1X7;

(hereinafter called the “Grantor")

OF THE FIRST PART

- and -

Strathmore MInerals Corp.,

of 810 - 1708 Dolphin Ave., Kelowna, British Columbia, V1Y 9S4

(hereinafter called the “Grantee")

OF THE SECOND PART

- and -

Dahrouge Geological Consulting Ltd.,

of Suite 18, 10509 – 81 Avenue, Edmonton, Alberta, T6E 1X7;

(hereinafter called the "Operator"),

OF THE THIRD PART

WHEREAS the Grantor has applied for and registered various Metallic and Industrial Minerals Permits in the Province of Alberta and specifically the following:

Metallic and Industrial Minerals Permits 9302040121 through 9302040143

(Term Commencement Date: April 29, 2002);

Metallic and Industrial Minerals Permit 9302060003

(Term Commencement Date: June 4, 2002); and

Metallic and Industrial Minerals Permits 9302060006 through 9302060009

(Term Commencement Date: June 20, 2002).

(Hereinafter collectively referred to as the “Athabasca Property”)

And WHEREAS Jody Dahrouge is the registered owner of the Athabasca Property and holds the Metallic and Industrial Minerals Permits;

And WHEREAS the Grantors has agreed to transfer ownership of the Athabasca Property to the Grantee, and the Grantee has agreed to acquire, explore and develop the Athabasca Property, in accordance with the terms and conditions hereinafter set forth.

1.

NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the mutual covenants herein contained, the receipt and sufficiency of which is hereby acknowledged, the Grantor does hereby grant, transfer, release and assign unto the Grantee and its heirs, successors and assigns, all estate, right, title, interest, claim and demand whatsoever both at law and in equity or otherwise howsoever and whether in

possession or expectancy of him, the Grantor of, in, to or out of the Athabasca Property hereinbefore described to have and to hold the aforesaid interest of the Grantor in and to the Athabasca Property, to the use of the said Grantee, his heirs and assigns forever, subject nevertheless to reservations, limitations, provisos and conditions expressed in the original grant thereof from the Crown, and subject to the terms of this Agreement.

2.

THE GRANTEE COVENANTS AND AGREES TO AND SHALL indemnify and save harmless the Grantor from any and all claims, losses, damages or costs, including legal costs as between a solicitor and his own client, for which the Grantor may suffer or be liable for in connection with or arising out of the fact of the Grantor ownership of the beneficial interest in the Athabasca Property hereby transferred and assigned.

3.

GRANTOR SHALL indemnify and save harmless the Grantee from any and all claims, losses, damages or costs, including legal costs as between a solicitor and his own client, for which the Grantee may suffer or be liable for arising out of or in connection with work conducted on the Athabasca Property prior to the date of this Agreement.

4.

THE GRANTEE COVENANTS AND AGREES TO AND SHALL acquire, explore and develop the Athabasca Property subject to the following terms and conditions:

(a)

The Grantee shall Pay to the Grantor, $7,500 on or before January 8, 2004;

(b)

The Grantee shall, subject to the approval of the TSX Venture Exchange, issue to the Grantor 200,000 common shares of the Grantee as follows:

(i)

50,000 shares upon signing;

(ii)

50,000 shares on or before June 8, 2004;

(iii)

50,000 shares on or before January 8, 2005; and

(iv)

50,000 shares on or before June 8, 2005.

(c)

The Grantor shall retain a 4 per cent GORR (Gross Over Riding Royalty) on all diamond production from the Athabasca Property;

(d)

The Grantor represents and warrants that is the sole and exclusive registered and beneficial owner of the mineral claims comprising the Property and has the right to enter into this Agreement to sell and assign an undivided 100% interest in the Property absolutely in accordance with the terms of this Agreement;

(e)

The Grantor represents and warrants that the mineral claims comprising the Athabasca Property are in good standing and are free and clear of any liens, charges or encumbrances of any nature or kind whatsoever and the Grantor has not done anything whereby the mineral claims comprising the property may be in any way encumbered;

(f)

Mr. Bill Kizan of Edmonton, Alberta shall retain a 0.75 per cent NSR on all mineral production within Tp.108, R.1 and 2W4;

(g)

The Grantee, for the first five years that it owns the Athabasca Property, shall retain Dahrouge Geological Consulting Ltd. and its heirs, successors and

assigns, as the Operator with respect to all exploration and development of the Athabasca Property, subject to the following:

(i)

all projects, budgets and programs undertaken by the Operator must meet with the ongoing approval of the Grantee;

(ii)

all fees charged by the Operator will be at competitive market fees for similar services;

(iii)

the Operator agrees to maintain records of the exploration and development of the Athabasca Property and provide such periodic reports, maps, sample results and other technical data as the Grantee may require;

(iv)

any exploration and development of the Athabasca Property by parties other than the Operator require written permission from the Operator;

(v)

any exploration and development of the Athabasca Property by parties other than the Operator are subject to a 10 per cent “Surcharge” payable to the operator within 30 days from the end of the calendar month in which the exploration and development occurred. The Surcharge is equivalent to 10 per cent of the said gross exploration and development expenditure of the Athabasca Property;

(vi)

at the request of the Operator, and within 30 days of such a request, the Grantee shall provide the Operator with copies of all information derived from the exploration and development of the Athabasca Property.

(vii)

the Grantee shall indemnify and save the Operator harmless in respect of any and all costs, claims, liabilities and expenses arising out of the exploration and development of the Athabasca Property;

(viii)

the Operator shall carry on all operations on the Property in a good and workmanlike manner and in compliance with all applicable governmental regulations

(h)

The Grantee shall at all times provide the Operator and its heirs, successors
and assigns, access to the Athabasca Property.

5.

Grantee may, upon written notice to Grantor at any time prior to exercising the Option, terminate this Agreement and thereupon, Grantee shall have no further obligations, financial or otherwise.

6.

Upon execution of this Agreement, the Grantee shall be entitled to record this Agreement against title to the Athabasca Property and upon the Grantee acquiring the Athabasca Property pursuant to paragraph 4(b) the Grantor shall deliver to the Company duly executed Transfers for the transfer to the Athabasca Company of the interest in and to the Property.

7.

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

8.

This Agreement is governed by the laws of the Province of Alberta and the parties irrevocably attorn to the jurisdiction of the courts of the Province of Alberta and

proceedings taken in respect of this Agreement shall be taken in these courts and in no other.

9.

Each of the parties shall, at the request of another party and at the expense of that party, execute and deliver any other documents and do all acts and things as the requesting party may reasonably require to carry out the true intent and meaning of this Agreement.

10.

This Agreement constitutes the entire agreement between parties with respect to the subject matter hereof and supercedes all prior negotiations, proposals and agreements, whether oral or written, with respect to the subject matter hereof. There are between the parties no representations, inducements, promises, understandings, conditions or warranties, express, implied or statutory, other than as expressly set forth in this Agreement.

11.

No term or provision of this Agreement may be amended except by an instrument in writing signed by all of the parties.

12.

Failure by any party to insist in any one or more instances upon the strict performance of any one of the provisions of this Agreement shall not be construed as a waiver or relinquishment of the entitlement to future performance of that or any other provision of this Agreement. No waiver by any party of any performance of any provision of this Agreement shall be deemed to have been made unless expressed in writing and signed by the waiving party.

13.

Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall be ineffective to the extent of the prohibition or unenforceability without invalidating the remaining provisions of this Agreement and the prohibition or unenforceability of any provision in any jurisdiction shall not invalidate or render unenforceable the provision in any other jurisdiction.

14.

This Agreement shall enure to the benefit of and be binding upon the parties, their heirs, administrators, executors and successors.

15.

Nothing in this Agreement or in the relationship of the parties shall be construed as in any sense creating a partnership between the parties or as subjecting any party to any of the creditors of any other party.

16.

Any notice to be given under this Agreement shall be given in writing and shall be given by person delivery, registered mail, ordinary mail, or telefax addressed to the recipient as follows:

to the Grantee:

c/o

Strathmore MInerals Corp.

810 - 1708 Dolphin Ave.,

Kelowna, British Columbia, V1Y 9S4

to the Grantor:

c/o

Jody Dahrouge

11 Country Lane,

Stony Plain, Alberta, T6E 1X7

to the Operator:

c/o

Dahrouge Geological Consulting Ltd.

Suite 18, 10509 – 81 Avenue

Edmonton, Alberta, T6E 1X7

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

Strathmore MInerals Corp. Per:

Witness

Authorized Signatory Jody Dahrouge

Witness

EX-10.3

OPTION AGREEMENT

THIS AGREEMENT is dated for reference the 25th day of November, 2003

BETWEEN:

Jeff Reeder

1 Haythorne Cresent

Sherwood Park, AB T8A 3Z9

(the "Optionor")

OF THE FIRST PART

AND:

Strathmore Minerals Corp.

810 – 1708 Dolphin Ave

Kelowna, BC V1Y 9S4

(the "Company")

OF THE SECOND PART

WHEREAS the Optionor is the registered and beneficial owner of a 100% right, title and interest in and to certain mineral claims as hereinafter described;

AND WHEREAS the Company is desirous of acquiring an undivided 100% right, title and interest in such mineral claims on the terms and conditions contained in this Agreement;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows:

1.

DEFINITIONS

1.01

In this Agreement:

(a)

"Approval Date" means the date upon which this Agreement is approved by the TSX Venture Exchange (the "Exchange"), as contemplated by paragraph 10;

(b)

"Exploration and Development" means any and all activities comprising or undertaken in connection with the exploration and development of the Property, the construction of a mine and mining facilities on or in proximity to the Property and placing the Property into commercial production;

(c)

"Property" means and includes the mining claims more particularly described in Schedule A attached hereto and forming part hereof.

2.

ACQUISITION OF INTEREST

2.01

The Optionor hereby grants to the Company the exclusive right and option to acquire an undivided 100% right, title and interest in and to the Property for total consideration of the issuance to the Optionor of a total of 300,000 common shares of the Company to be made as follows:

(a)

within 10 business days of the Approval Date, the issuance to the Optionor of 100,000 common shares of the Company;

2

(b)

on or before November 25, 2004 the issuance to the Optionor of 100,000 common shares of the Company;

(c)

on or before November 25, 2005 the issuance to the Optionor of 100,000 common shares of the Company;

3.

NO ROYALTY

The Optionor confirms that the Property is not subject to any royalties.

4.

TRANSFER OF TITLE

4.01

Upon execution of this Agreement, the Company shall be entitled to record this Agreement against title to the Property.

 4.02

Upon the Company acquiring an interest in the Property pursuant to paragraph 2, the Optionor shall deliver to the Company duly executed Transfers for the transfer to the Company of the interest in and to the Property.

5.

RIGHT OF ENTRY

5.01

During the currency of this Agreement the Company, its servants, agents and workmen and any persons duly authorized by the Company, shall have the right of access to and from and to enter upon and take possession of and prospect, explore and develop the Property in such manner as the Company in its sole discretion may deem advisable for the purpose of incurring Property Expenditures as contemplated by article 2, and shall have the right to remove and ship therefrom ores, minerals, metals, or other products recovered in any manner therefrom for testing or sampling purposes only.

5.02

The Company shall be provided access to all maps, reports, assay results and other technical data in the possession or under the control of the Optionor with respect to the Property and shall be entitled to take copies thereof.

6.

COVENANTS OF THE COMPANY

6.01

The Company covenants and agrees with the Optionor that during the term of this Agreement:

(a)

it shall record or cause to be recorded as assessment work all work conducted on the Property pursuant hereto and shall maintain the Property in good

3

standing at all times during the currency of this Agreement;

(b)

it shall keep the Property clear of liens, encumbrances and other charges and shall keep the Optionor indemnified in respect thereof;

(c)

it shall carry on all operations on the Property in a good and workmanlike manner and in compliance with all applicable governmental regulations and restrictions including but not limited to the posting of any reclamation bonds as may be required by any governmental regulations or regulatory authorities;

(d)

it shall pay or cause to be paid any rates, taxes, duties, royalties, Workers' Compensation or other assessments or fees levied with respect to the Property or the Company's operations thereon;

(e)

it shall maintain books of account in respect of its expenditures and operations on the Property and, upon reasonable notice, shall make such books available for inspection by representatives of the Optionor;

(f)

it shall allow any duly authorized agent or representative of the Optionor to inspect the Property at reasonable times and intervals and upon reasonable notice given to the Company, PROVIDED HOWEVER that it is agreed and understood that any such agent or representative shall be at his own risk in respect of, and the Company shall not be liable for, any injury incurred while on the Property, howsoever caused;

(g)

it shall allow the Optionor access at reasonable times to all maps, reports, sample results and other technical data prepared or obtained by the Company in connection with its operations on the Property and shall report semi-annually to the Optionor the results of its operations on the Property, and within seven days of the receipt by the Company of interim field reports;

7.

REPRESENTATIONS AND WARRANTIES

7.01

The Optionor hereby represents and warrants that:

(a)

the Optionor is the sole and exclusive registered and beneficial owner of the mineral claims comprising the Property and have the right to enter into this Agreement to sell and assign an undivided 100% interest in the Property absolutely in accordance with the terms of this Agreement;

(b)

the mineral claims comprising the Property have been properly staked and recorded in compliance with the laws of British Columbia and there are no disputes over the title, staking or recording of such mineral claims;

4

(c)

the mineral claims comprising the Property are in good standing and are free and clear of any liens, charges or encumbrances of any nature or kind whatsoever;

(d)

the Optionor has not done anything whereby the mineral claims comprising the Property may be in any way encumbered;

7.02

The Company hereby represents and warrants that:

(a)

it has full corporate power and authority to enter into this Agreement and the entering into of this Agreement does not conflict with any applicable laws or with the charter documents of the Company or any contract or other commitment to which the Company is party; and

(b)

the execution of this Agreement and the performance of its terms have been duly authorized by all necessary corporate actions including the resolution of the Board of Directors of the Company.

8.

CONFIDENTIALITY OF INFORMATION

8.01

The Optionor shall treat all data, reports, records and other information of any nature whatsoever relating to this Agreement and the Property as confidential. While this Agreement is in effect, the Optionor shall not, without the express written consent of the Company, disclose to any third party any information concerning the Property or any operations thereon, nor shall the Optionor buy, sell or otherwise deal in the shares of the Company while any material, confidential information in their possession relating to this Agreement or the Property remains undisclosed to the general public.

9.

TERMINATION

9.01

This Agreement shall terminate upon either of the following events:

(a)

upon the failure to obtain Exchange approval to this Agreement as required by paragraph 10;

(b)

upon the failure of the Company to make a payment to the Optionor or share issuance required by and within the time limit prescribed by paragraph 2;

(c)

in the event that the Company, not being at the time in default under any provision of this Agreement, gives 30 days' written notice to the Optionor of

5

the termination of this Agreement;

9.02

Upon termination of this Agreement under paragraph 9.01(b), the Company shall:

(a)

have completed and delivered to the Optionor in a form satisfactory for filing, sufficient assessment work on the Property to maintain the Property in good standing for a period of at least one year from the date of termination;

(b)

transfer title to the Property to the Optionor free and clear of all liens, charges and encumbrances;

(c)

turn over to the Optionor copies of all maps, reports, sample results, contracts and other data and documentation in the possession of the Company or, to the extent within the Company's control, in the possession of its agents, employees or independent contractors, in connection with its operations on the Property; and

(d)

ensure that the Property is in a safe condition and complies with all environmental and safety standards imposed by any duly authorized regulatory authority.

9.03

Upon the termination of this Agreement under paragraph 9, the Company shall cease to be liable to the Optionor in debt, damages or otherwise save for the performance of those of its obligations which theretofore should have been performed, and the obligations specified in paragraphs 9.02.

9.04

Upon termination of this Agreement under paragraph 9.02, the Company shall vacate the Property within a reasonable time after such termination, but shall have the right of access to the Property for a period of six months thereafter for the purpose of removing its chattels, machinery, equipment and fixtures.

10.

REGULATORY APPROVAL

10.01

This Agreement is subject to the prior approval of the Exchange. The parties shall use their best efforts to obtain such approval as soon as reasonably possible and in any event no later than January 31, 2004.

11.

NOTICES

11.01

Any notice, election, consent or other writing required or permitted to be given hereunder shall be deemed to be sufficiently given if delivered or mailed postage prepaid or if given by telegram, telex or telecopier, addressed as follows:

6

In the case of the Optionor:

1 Haythorne Cresent

Sherwood Park, AB T8A 3Z9

In the case of the Company:

810 – 1708 Dolphin Ave

Kelowna, BC V1Y 9S4

Fax: 250-868-8493

and any such notice given as aforesaid shall be deemed to have been given to the parties hereto if delivered, when delivered, or if mailed, on the third business day following the date of mailing, or, if telegraphed, telexed or telecopied, on the same day as the telegraphing, telexing or telecopying thereof

12.

GENERAL TERMS AND CONDITIONS

12.01

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

12.02

This Agreement shall constitute the entire agreement between the parties with respect to the Property. No representations or inducements have been made save as herein set forth. No changes, alterations or modifications of this Agreement shall be binding upon either party until and unless a memorandum in writing to such effect shall have been signed by all parties hereto

12.03

Time shall be of the essence of this Agreement.

12.04

The titles to the sections in this Agreement shall not be deemed to form part of this Agreement but shall be regarded as having been used for convenience of reference only.

12.05

All currency references contained in this Agreement shall be deemed to be references to Canadian funds.

12.06

Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision shall be prohibited by or be invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

12.07

The Schedules to this Agreement shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein. Defined terms contained in this Agreement shall have the same meanings where used in the Schedules.

7

12.08

This Agreement shall be governed by and interpreted in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein.

12.09

This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.

12.10 This agreement may be signed by the parties in as many counterparts as may be necessary and by facsimile, each of which so signed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument and notwithstanding the date of execution, shall be deemed to bear the date as set forth below.

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

STRATHMORE MINERALS CORP.

By its Authorized Signatory:

SIGNED, SEALED and DELIVERED in the presence of:

Name

Address

Jeff Reeder

8
SCHEDULE "A"

Comstock Property consisting of 3 claims covering 300 hectares located approximately 12 kilometres southeast of Silverton, BC

EX-10.4

CLAIM PURCHASE AGREEMENT

THIS AGREEMENT made as of January 14, 2004

BETWEEN:

Jody Dahrouge and Jeff Reeder, geologists,

having an office at 18-10509 81^st Ave.,

Edmonton, Alberta T6E 1X7

(hereinafter collectively called the "Vendor")

- and -

Strathmore Minerals Corp.

a company existing under the laws of

the Province of British Columbia

(hereinafter called the "Purchaser")

WHEREAS the Vendor has identified and has the full right to deal with the Duddridge Lake Property encompassing approximately 10,000 hectares located on the east side of the Wollaston Domain, in northern Saskatchewan (hereinafter collectively called the "Claims") as listed on Schedule A attached hereto;

AND WHEREAS the parties hereto have agreed that the Purchaser shall purchase the Claims from the Vendor and the Vendor shall sell the Claims to the Purchaser upon the terms hereinafter set out;

NOW THEREFORE the parties covenant and agree as follows:

1.

Purchase and Sale

(a)

The Vendor hereby sells, assigns and transfers the Claims and all his interest therein to the Purchaser and the Purchaser hereby purchases from the Vendor, free and clear of all liens, encumbrances and adverse claims of any nature whatsoever, the Claims.

(b)

The sale of the Claims is conditional upon such sale being approved by the board of directors of the Purchaser and by the TSX Venture Exchange (the “Exchange”).

2.

Purchase Price

To purchase the Claims, the Purchaser shall make the following payments to the Vendor:

(a)

within 21 days of the Completion Date, the issuance to the Vendor of 100,000 common shares of the Purchaser; and

(b)

on the first anniversary of the Completion Date, the issuance to the Vendor of 100,000 common shares of the Purchaser.

3.

Title to Vest

Full right, title and interest in the Claims shall vest in the Purchaser upon the making of the aforesaid payment of 100,000 common shares under subparagraph 2(a).

4.

Representations and Warranties of the Vendor

The Vendor represents and warrants to the Purchaser that:

(a)

the Vendor has the right to enter into this Agreement to sell and assign an undivided 100% interest in the Claims absolutely in accordance with the terms of this Agreement;

(b)

the Claims have been properly recorded in compliance with the laws of Saskatchewan and there are no disputes over the title, staking or recording of such mineral claims;

(c)

the Claims are in good standing and to the best knowledge of the Vendor are free and clear of any liens or charges of any nature or kind whatsoever except for any royalties or reservations under applicable laws or regulations in favour of the governmental authority or authorities granting the mineral claims; and

(d)

the Vendor has not done anything whereby the Claims may be in any way encumbered.

5.

Representations and Warranties of the Purchaser

The Purchaser represents and warrants to the Vendor that:

(a)

it has full corporate power and authority to enter into this Agreement and the entering into of this Agreement does not conflict with any applicable laws or with the charter documents of the Purchaser or any contract or other commitment to which the Purchaser is party; and

(b)

the execution of this Agreement and the performance of its terms have been duly authorized by all necessary corporate actions of the Purchaser.

6.

Covenants of Vendor

The Vendor, prior to the Completion Date, shall cause the Claims to be duly registered in the name of the Purchaser and shall provide the Purchaser with a geological summary of the Claims acceptable to the Purchaser.

7.

Covenants of Purchaser

The Purchaser, prior to the Completion Date, shall pay all costs associated with the registration and holding of the Claims.

8.

Completion Date

The Completion Date shall be the later of the day that the Purchaser has obtained Exchange approval to the purchase and the day the Vendor has delivered to the Purchaser a geological summary of the Claims and documentation satisfactory to the Purchaser regarding the due registration of title to the Claims in the name of the purchaser.

9.

Option and Abandonment of Claims

The Purchaser shall have the right at any time and from time to time to abandon the purchase of the Claims and in such event will be under no further obligation to the Vendor, except upon such abandonment, the Purchaser shall deliver to the Vendor duly executed conveyances of all right, title and interest of the Purchaser in the Claims.

10.

Claims in Good Standing

Any Claims reconveyed to the Vendor shall be in good standing for 30 days after such reconveyance.

11.

Notices

Any notice or communication or payment to the parties under this Agreement may be given or made by mailing the same by prepaid, registered mail to such party, addressed as follows:

To the Vendor:

Jody Dahrouge

Jeff Reeder

18-10509 81^st Ave.,

Edmonton, Alberta T6E 1X7

Fax:

To the Purchaser:

Strathmore Minerals Corp.

Suite 810 – 1708 Dolphin Ave

Kelowna, BC V1Y 9S4

Fax: (250) 868-8493

or to such address as either party may designate for itself or himself from time to time, and such notice or communication or payment shall be deemed to have been received at the latest on the fifth business day following the mailing thereof.

12.

Confidentiality

The Vendor shall not, without the express written consent of the Purchaser, disclose to any third party any information concerning the Claims or any operations thereon, nor shall the Vendor buy, sell or otherwise deal in the shares of the Company while any material, confidential information in the possession of the Vendor relating to this Agreement or the Claims remains undisclosed to the general public.

13.

Regulatory Approval

This Agreement is subject to the prior approval of the Exchange. The parties shall use their best efforts to obtain such approval as soon as reasonably possible after the Completion Date.

14.

Further Acts

The Vendor shall do all such acts and execute all such transfers and any other documents as required by the Purchaser to carry out the intent of this Agreement.

15.

Assignment

The Vendor may not assign this Agreement or pledge or encumber any part of his interest in it without the prior written consent of the Purchaser which shall not be unreasonably withheld.

16.

Entire Agreement

This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter of this Agreement and supersedes all prior oral or written understandings, agreements or contracts with respect thereto. No changes, alterations or modifications of this Agreement shall be binding upon either party until and unless a memorandum in writing to such effect shall have been signed by all parties hereto.

17.

Counterparts

This agreement may be signed by the parties in as many counterparts as may be necessary and by facsimile, each of which so signed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument and notwithstanding the date of execution, shall be deemed to bear the date as set forth below.

IN WITNESS WHEREOF the parties have duly executed this Agreement as of the date first above written.

SIGNED, SEALED and DELIVERED

in the presence of:

Name

Jody Dahrouge

Address

SIGNED, SEALED and DELIVERED

in the presence of:

Name

Jeff Reeder

Address

STRATHMORE MINERALS CORP.

By its Authorized Signatory:

EX-10.5

CLAIM PURCHASE AGREEMENT

THIS AGREEMENT made as of February 13, 2004

BETWEEN:

Jody Dahrouge and Jeff Reeder, geologists,

having an office at 18-10509 81^st Ave.,

Edmonton, Alberta T6E 1X7

(hereinafter collectively called the "Vendor")

- and -

Strathmore Minerals Corp.

a company existing under the laws

of the Province of British Columbia

(hereinafter called the "Purchaser")

WHEREAS the Vendor has identified and has the full right to deal with the Dieter Lake Uranium Deposit encompassing approximately 8,000 hectares located in north central Quebec (hereinafter collectively called the "Claims") as listed on Schedule A attached hereto;

AND WHEREAS the parties hereto have agreed that the Purchaser shall purchase the Claims from the Vendor and the Vendor shall sell the Claims to the Purchaser upon the terms hereinafter set out;

NOW THEREFORE the parties covenant and agree as follows:

1.

Purchase and Sale

(a)

The Vendor hereby sells, assigns and transfers the Claims and all his interest therein to the Purchaser and the Purchaser hereby purchases from the Vendor, free and clear of all liens, encumbrances and adverse claims, the Claims.

(b)

The sale of the Claims is conditional upon such sale being approved by the TSX Venture Exchange (the “Exchange”).

2.

Purchase Price

The Purchaser shall, within 21 days of the Completion Date, issue to the Vendor 200,000 common shares of the Purchaser and upon the first anniversary of the Completion Date (subject to paragraph 9) 100,000 common shares of the Purchaser.

3.

Title to Vest

Full right, title and interest in the Claims shall vest in the Purchaser upon the making of the aforesaid payment of 200,000 common shares.

4.

Representations and Warranties of the Vendor

The Vendor represents and warrants to the Purchaser that:

(a)

the Vendor has the right to enter into this Agreement to sell and assign an undivided 100% interest in the Claims absolutely in accordance with the terms of this Agreement;

(b)

the Claims have been properly recorded in compliance with the laws of Quebec and there are no know disputes over the title, staking or recording of such mineral claims;

(c)

the Claims are in good standing and to the best knowledge of the Vendor are free and clear of any liens or charges of any nature or kind whatsoever except for any royalties or reservations under applicable laws or regulations in favour of the governmental authority or authorities granting the mineral claims; and

(d)

the Vendor has not done anything whereby the Claims may be in any way encumbered.

5.

Representations and Warranties of the Purchaser

The Purchaser represents and warrants to the Vendor that:

(a)

it has full corporate power and authority to enter into this Agreement and the entering into of this Agreement does not conflict with any applicable laws or with the charter documents of the Purchaser or any contract or other commitment to which the Purchaser is party; and

(b)

the execution of this Agreement and the performance of its terms have been duly authorized by all necessary corporate actions of the Purchaser.

6.

Covenants of Vendor

The Vendor, prior to the Completion Date, shall cause the Claims to be duly registered in the name of the Purchaser and shall provide the Purchaser with documentation regarding the due registration of title to the Claims in the name of the purchaser.

7.

Covenants of Purchaser

The Purchaser, prior to the Completion Date, shall pay all costs associated with the registration and holding of the Claims.

8.

Completion Date

The Completion Date shall be the later of the day that the Purchaser has obtained Exchange approval to the purchase and the day the Vendor has delivered to the Purchaser a geological summary of the Claims and documentation regarding the due registration of title to the Claims in the name of the purchaser.

9.

Option and Abandonment of Claims

The Purchaser shall have the right at any time and from time to time to abandon the purchase of the Claims and in such event will be under no further obligation to the Vendor, except upon such abandonment, the Purchaser shall deliver to the Vendor duly executed conveyances of all right, title and interest of the Purchaser in the Claims.

10.

Claims in Good Standing

Any Claims reconveyed to the Vendor shall be in good standing for 30 days after such reconveyance.

11.

Notices

Any notice or communication or payment to the parties under this Agreement may be given or made by mailing the same by prepaid, registered mail to such party, addressed as follows:

To the Vendor:

Jody Dahrouge

Jeff Reeder

18-10509 81^st Ave.,

Edmonton, Alberta

T6E 1X7

Fax:

To the Purchaser:

Strathmore Minerals Corp.

Suite 810 – 1708 Dolphin Ave

Kelowna, BC

V1Y 9S4

Fax: (250) 868-8493

or to such address as either party may designate for itself or himself from time to time, and such notice or communication or payment shall be deemed to have been received at the latest on the fifth business day following the mailing thereof.

12.

Confidentiality

The Vendor shall not, without the express written consent of the Purchaser, disclose to any third party any confidential information concerning the Claims or any operations thereon, nor shall the Vendor buy, sell or otherwise deal in the shares of the Company while any material, confidential information in the possession of the Vendor relating to this Agreement or the Claims remains undisclosed to the general public.

13.

Regulatory Approval

This Agreement is subject to the prior approval of the Exchange.  The parties shall use their best efforts to obtain such approval as soon as reasonably possible after the Completion Date.

14.

Further Acts

The Parties shall do all such acts and execute all such transfers and any other documents as required to carry out the intent of this Agreement.

15.

Assignment

The Vendor may not assign this Agreement or pledge or encumber any part of his interest in it without the prior written consent of the Purchaser which shall not be unreasonably withheld.

16.

Additional Shares

In the event that a resource of more than 60 million pounds contained U3O8 is confirmed to exist in the Dieter Lake Uranium Deposit as documented within a geological report prepared in accordance with National Policy 43-101, the Purchaser shall, subject to the approval of the Exchange, pay to the Vendor as additional consideration for the Claims, 200,000 common shares in the capital stock of the Company. The Company will file the report with the Exchange forthwith upon receipt and upon Exchange approval issue the shares within 60 days of such approval. In the event that the shares are not issued within 60 days of exchange approval, the Purchaser shall reconvey the claims to the Vendor.

17.

Entire Agreement

This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter of this Agreement and supersedes all prior oral or written understandings, agreements or contracts with respect thereto. No changes, alterations or modifications of this Agreement shall be binding upon either party until and unless a memorandum in writing to such effect shall have been signed by all parties hereto.

18.

Counterparts

This agreement may be signed by the parties in as many counterparts as may be necessary and by facsimile, each of which so signed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument and notwithstanding the date of execution, shall be deemed to bear the date as set forth below.

IN WITNESS WHEREOF the parties have duly executed this Agreement as of February 13, 2004.

SIGNED, SEALED and DELIVERED

)

in the presence of:

)

)

Name

)

Jody Dahrouge

)

Address

)

)

SIGNED, SEALED and DELIVERED

)

in the presence of:

)

)

Name

)

Jeff Reeder

)

Address

)

)

STRATHMORE MINERALS CORP.

By its Authorized Signatory:

Schedule A

EX-10.6

OPTION AGREEMENT

THIS AGREEMENT is dated for reference the 15th day of March, 2004

BETWEEN:

David Miller

131 Davis Lane

Riverton, Wyoming 82501

(the "Optionor")

OF THE FIRST PART

AND:

Strathmore Minerals Corp.

810 – 1708 Dolphin Ave

Kelowna, BC V1Y 9S4

(the "Company")

OF THE SECOND PART

WHEREAS the Optionor has negotiated the right to acquire, free and clear of all liens, royalties and encumbrances (except as noted on Exhibit 2), the 100% right, title and interest in and to the Roco Honda and the Ram mineral claims and certain assets consisting of maps, data and information relating to the claims (the “assets”) as hereinafter described in consideration of the payment of US$150,000 (the “Cash Payment”) to Rio Algom Mining LLC (“RIO ALGOM”) the current owner of the said claims and assets;

AND WHEREAS the Company is desirous of acquiring an undivided 100% right, title and interest in the Roco Honda and Ram mineral claims and the assets on the terms and conditions contained in this Agreement;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows:

1.

DEFINITIONS

1.01

In this Agreement:

(a)

"Approval Date" means the date upon which this Agreement is approved by the TSX Venture Exchange (the "Exchange"), as contemplated by paragraph 10;

(b)

"Exploration and Development" means any and all activities comprising or undertaken in connection with the exploration and development of the Property, the construction of a mine and mining facilities on or in proximity to the Property and placing the Property into commercial production;

(c)

"Property" means and includes the mining claims of RIO ALGOM more particularly described in Exhibit 1 attached hereto and forming part hereof and the assets consisting of all maps, logs, data and information relating to the claims and obtained from Rio Algom.

2.

ACQUISITION OF INTEREST

2.01

The Optionor hereby grants to the Company the exclusive right and option to acquire an undivided 100% right, title and interest in and to the Property for total consideration of the Cash Payment and the issuance to the Optionor of a total of 300,000 common shares of the Company to be made as follows:

(a)

within 10 business days of the Approval Date, the issuance to the Optionor of 150,000 common shares of the Company; and

(b)

on or before one year from the Approval Date, the issuance to the Optionor of 150,000 common shares of the Company.

3.

NO ROYALTY

3.01

To the best of the Optionor’s knowledge, the Property is not subject to any royalties except as noted on Exhibit 2 attached hereto.

4.

TRANSFER OF TITLE

4.01

The Company shall be entitled to register the Property in the name of its wholly owned US subsidiary, Strathmore Minerals (US) Ltd. and enter into an agreement directly with RIO ALGOM to complete the acquisition of the Property and shall pay the Cash Payment directly to RIO ALGOM.

4.02

The Optionor shall have the right to record this Agreement against title to the Property and in the event that the payments pursuant to paragraph 2 are not made, the Company shall deliver to the Optionor duly executed Transfers for the transfer to the Optionor of the interest in and to the Property.

5.

RIGHT OF ENTRY

5.01

During the currency of this Agreement the Company, its servants, agents and workmen and any persons duly authorized by the Company, shall have the right of access to and from and to enter upon and take possession of and prospect, explore and develop the Property in such manner as the Company in its sole discretion may deem advisable for the purpose of incurring Property Expenditures as contemplated by article 2, and shall have the right to remove and ship therefrom ores, minerals, metals, or other products recovered in any manner therefrom for testing or sampling purposes only.

5.02

The Company shall be provided access to all maps, reports, assay results and other technical data in the possession or under the control of the Optionor with respect to the Property and shall be entitled to take copies thereof.

6.

COVENANTS OF THE COMPANY

6.01

The Company covenants and agrees with the Optionor that during the term of this Agreement:

(a)

it shall record or cause to be recorded as assessment work all work conducted on the Property pursuant hereto and shall maintain the Property in good standing at all times during the currency of this Agreement;

(b)

it shall keep the Property clear of liens, encumbrances and other charges and shall keep the Optionor indemnified in respect thereof;

(c)

it shall carry on all operations on the Property in a good and workmanlike manner and in compliance with all applicable governmental regulations and restrictions including but not limited to the posting of any reclamation bonds as may be required by any governmental regulations or regulatory authorities;

(d)

it shall pay or cause to be paid any rates, taxes, duties, royalties, Workers' Compensation or other assessments or fees levied with respect to the Property or the Company's operations thereon;

(e)

it shall maintain books of account in respect of its expenditures and operations on the Property and, upon reasonable notice, shall make such books available for inspection by representatives of the Optionor;

(f)

it shall allow any duly authorized agent or representative of the Optionor to inspect the Property at reasonable times and intervals and upon reasonable notice given to the Company, PROVIDED HOWEVER that it is agreed and understood that any such agent or representative shall be at his own risk in respect of, and the Company shall not be liable for, any injury incurred while on the Property, howsoever caused;

(g)

it shall allow the Optionor access at reasonable times to all maps, reports, sample results and other technical data prepared or obtained by the Company in connection with its operations on the Property and shall report semi-annually to the Optionor the results of its operations on the Property, and within seven days of the receipt by the Company of interim field reports;

6.02

The Company shall pay the annual assessment fees. In the event that the Company does not make these payments, the Optionor may pay the annual assessment fees to keep the Property in good standing and in the event that the Company does not reimburse the Optionor within 45 days of written notice of the payment, the Company shall reconvey the Property to the Optionor.

4

7.

REPRESENTATIONS AND WARRANTIES

7.01

The Optionor hereby represents and warrants that:

(a)

the Optionor has negotiated the right to acquire the Property and has the right to enter into this Agreement to assign its right to acquire an undivided 100% interest (all of the Optionor’s rights) in the Property absolutely in accordance with the terms of this Agreement;

(b)

to the best of the Optionor’s knowledge, the mineral claims comprising the Property are in good standing and are free and clear of any liens, charges or encumbrances of any nature or kind whatsoever, except existing royalty and future BLM payments;

(c)

the Optionor has not done anything whereby the mineral claims comprising the Property may be in any way encumbered.

7.02

The Company hereby represents and warrants that:

(a)

it has full corporate power and authority to enter into this Agreement and the entering into of this Agreement does not conflict with any applicable laws or with the charter documents of the Company or any contract or other commitment to which the Company is party; and

(b)

the execution of this Agreement and the performance of its terms have been duly authorized by all necessary corporate actions including the resolution of the Board of Directors of the Company.

8.

CONFIDENTIALITY OF INFORMATION

8.01

The Optionor shall treat all data, reports, records and other information of any nature whatsoever relating to this Agreement and the Property as confidential.

8.02

The Optionor shall deliver and turn over to the Company all of the assets obtained from Rio Algom including copies of all maps, reports, sample results, contracts and other data and documentation in the possession of the Optionor or its agents, employees or independent contractors, at any time upon 30 days written notice and Optionor shall provide the Company with such information as may be necessary to preserve and catalogue all such data. The Company shall first pay all costs of storage, preservation and cataloguing of the data.

9.

TERMINATION

9.01

This Agreement shall terminate upon either of the following events:

(a)

upon the failure of the Company to make a payment to the Optionor or share issuance required by and within the time limit prescribed by paragraph 2;

5

(b)

in the event that the Company, not being at the time in default under any provision of this Agreement, gives 30 days' written notice to the Optionor of the termination of this Agreement;

9.02

Upon termination of this Agreement under paragraph 9.01(a), the Company shall:

(a)

have completed and delivered to the Optionor in a form satisfactory for filing, sufficient assessment work on the Property to maintain the Property in good standing for a period of at least one year from the date of termination;

(b)

transfer title to the Property to the Optionor free and clear of all liens, charges and encumbrances;

(c)

turn over to the Optionor copies of all maps, reports, sample results, contracts and other data and documentation in the possession of the Company or, to the extent within the Company's control, in the possession of its agents, employees or independent contractors, in connection with its operations on the Property; and

(d)

ensure that the Property is in a safe condition and complies with all environmental and safety standards imposed by any duly authorized regulatory authority.

9.03

Upon the termination of this Agreement under paragraph 9, the Company shall cease to be liable to the Optionor in debt, damages or otherwise save for the performance of those of its obligations which theretofore should have been performed, and the obligations specified in paragraphs 9.02.

9.04

Upon termination of this Agreement under paragraph 9.02, the Company shall vacate the Property within a reasonable time after such termination, but shall have the right of access to the Property for a period of six months thereafter for the purpose of removing its chattels, machinery, equipment and fixtures.

9.05

In the event that the Company is unable to obtain Exchange approval to this Agreement as required by paragraph 10, the Optionor shall have the exclusive right and option to repurchase the Property by repaying to the Company the Cash Payment out of the proceeds of any monies received by the Optionor on any subsequent sale of all or a portion of the Property and the provisions of paragraph 9.02 shall not apply until the payment is completed.

10.

REGULATORY APPROVAL

10.01

The issuance of the shares to the Optionor under this agreement is subject to the prior approval of the Exchange. The parties shall use their best efforts to obtain such approval as soon as reasonably possible and in any event within 60 days of the execution of this agreement.

11.

NOTICES

11.01

Any notice, election, consent or other writing required or permitted to be given hereunder shall be deemed to be sufficiently given if delivered or mailed postage prepaid or if given by telegram, telex or telecopier, addressed as follows:

In the case of the Optionor:

131 Davis Lane

Riverton, Wyoming 82501

In the case of the Company:

810 – 1708 Dolphin Ave

Kelowna, BC V1Y 9S4

Fax: 250-868-8493

and any such notice given as aforesaid shall be deemed to have been given to the parties hereto if delivered, when delivered, or if mailed, on the third business day following the date of mailing, or, if telegraphed, telexed or telecopied, on the same day as the telegraphing, telexing or telecopying thereof

12.

GENERAL TERMS AND CONDITIONS

12.01

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

12.02

This Agreement shall constitute the entire agreement between the parties with respect to the Property. No representations or inducements have been made save as herein set forth. No changes, alterations or modifications of this Agreement shall be binding upon either party until and unless a memorandum in writing to such effect shall have been signed by all parties hereto

12.03

Time shall be of the essence of this Agreement.

12.04

The titles to the sections in this Agreement shall not be deemed to form part of this Agreement but shall be regarded as having been used for convenience of reference only.

12.05

All currency references contained in this Agreement shall be deemed to be references to Canadian funds.

12.06

Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision shall be prohibited by or be invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

12.07

The Exhibits to this Agreement shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein. Defined terms contained in this Agreement shall have the same meanings where used in the Exhibits.

7

12.08

This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.

12.09

This agreement may be signed by the parties in as many counterparts as may be necessary and by facsimile, each of which so signed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument and notwithstanding the date of execution, shall be deemed to bear the date as set forth below.

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

SIGNED, SEALED and DELIVERED in the presence of:

Name

David Miller

Address

STRATHMORE MINERALS CORP.

By its Authorized Signatory:

EX-10.7

CLAIM PURCHASE AGREEMENT THIS AGREEMENT

made as of June 17, 2004

BETWEEN:

David Miller

131 Davis Lane

Riverton, Wyoming 82501

(hereinafter called the "Vendor")

- and -

Strathmore Resources (US) Ltd.

a wholly owned subsidiary of

Strathmore Minerals Corp.

a British Columbia Corporation

(hereinafter called the "Purchaser")

WHEREAS the Vendor is the recorded and beneficial owner of and has the full right to deal with the Copper Mountain Claims consisting of 77 unpatented lode mining claims located in the Wind River Basin of Wyoming (hereinafter collectively called the "Claims") as listed on Schedule A attached hereto;

AND WHEREAS the parties hereto have agreed that the Purchaser shall purchase the Claims from the Vendor and the Vendor shall sell the Claims to the Purchaser upon the terms hereinafter set out;

NOW THEREFORE the parties covenant and agree as follows:

1.

Purchase and Sale

(a)

The Vendor hereby sells, assigns and transfers the Claims and all his interest therein to the Purchaser and the Purchaser hereby purchases from the Vendor the Claims.

(b)

The sale and purchase of the Claims is conditional upon such purchase being approved by the board of directors of the Purchaser and the TSX Venture Exchange (the “Exchange”).

2.

Purchase Price

To purchase the Claims, the Purchaser shall make the following payments to the Vendor:

(a)

within 21 days of the Completion Date, the issuance to the Vendor of 100,000 common shares of the Purchaser; and

(b)

on the first anniversary of the Completion Date, the issuance to the Vendor of 100,000 common shares of the Purchaser.

3.

Title to Vest

Full right, title and interest in the Claims shall vest in the Purchaser upon the making of the aforesaid payment of 100,000 common shares under subparagraph 2(a).

4.

Representations and Warranties of the Vendor

The Vendor represents and warrants to the Purchaser that:

(a)

the Vendor has the right to enter into this Agreement to sell and assign an undivided 100% interest in the Claims absolutely in accordance with the terms of this Agreement;

(b)

the Claims, to the best knowledge of the Vendor, have been properly recorded in compliance with the laws of the State of Wyoming and to the best knowledge of the Vendor there are no disputes over the title, staking or recording of such mineral claims;

(c)

the Claims, to the best knowledge of the Vendor, are in good standing and are free and clear of any liens or charges of any nature or kind whatsoever except for any royalties or reservations under applicable laws or regulations in favour of the governmental authority or authorities granting the mineral claims; and save and except as list on Schedule B attached hereto;

(d)

the Vendor has not done anything whereby the Claims may be in any way encumbered.

5.

Representations and Warranties of the Purchaser

The Purchaser represents and warrants to the Vendor that:

(a)

it has full corporate power and authority to enter into this Agreement and the entering into of this Agreement does not conflict with any applicable laws or with the charter documents of the Purchaser or any contract or other commitment to which the Purchaser is party; and

(b)

the execution of this Agreement and the performance of its terms have been duly authorized by all necessary corporate actions of the Purchaser.

6.

Covenants of Vendor

The Vendor, concurrent with the issuance of the shares under paragraph 2(a), shall cause the Claims to be duly registered in the name of the Purchaser and the Vendor shall provide the Purchaser with evidence of such registration to the Purchaser.

7.

Covenants of Purchaser

The Purchaser, prior to the Completion Date, shall pay all costs associated with the registration and holding of the Claims and any costs to defend title to the Claims in the event that a dispute arises with a third party over the title, staking or recording of such mineral claims.

8.

Completion Date

The Completion Date shall be the day that the Purchaser has obtained Exchange approval to the purchase.

9.

Option and Abandonment of Claims

The Purchaser shall have the right at any time and from time to time to abandon the purchase of the Claims and in such event will have no further obligations to the Vendor including those under section 2 hereof, except upon such abandonment, the Purchaser shall deliver to the Vendor duly executed conveyances of all right, title and interest of the Purchaser in the Claims.

10.

Claims in Good Standing

Any Claims reconveyed to the Vendor shall be in good standing for 90 days after such reconveyance.

11.

Notices

Any notice or communication or payment to the parties under this Agreement may be given or made by mailing the same by prepaid, registered mail to such party, addressed as follows:

To the Vendor:

David Miller

131 Davis Lane

Riverton, Wyoming 82501

To the Purchaser:

Strathmore Minerals Corp.

Suite 810 – 1708 Dolphin Ave

Kelowna, BC V1Y 9S4

or to such address as either party may designate for itself or himself from time to time, and such notice or communication or payment shall be deemed to have been received at the latest on the fifth business day following the mailing thereof.

12.

Confidentiality

The Vendor shall not, without the consent of the Purchaser, disclose to any third party any information undisclosed to the general public concerning the Claims or any operations thereon, nor shall the Vendor buy, sell or otherwise deal in the shares of the Company while any new, material, confidential information in the possession of the Vendor relating to this Agreement or the Claims remains undisclosed to the general public.

13.

Regulatory Approval

This Agreement is subject to the prior approval of the Exchange and the parties agree to use their best efforts to obtain such approval as soon as reasonably possible after the due execution of this agreement.

14.

Further Acts

The Vendor shall do all such acts and execute all such transfers and any other documents as required by the Purchaser to carry out the intent of this Agreement, as requested by the Purchaser.

15.

Assignment

The Vendor may not assign this Agreement or pledge or encumber any part of his interest in it without the prior written consent of the Purchaser which shall not be unreasonably withheld.

16.

Entire Agreement

This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter of this Agreement and supersedes all prior oral or written understandings, agreements or contracts with respect thereto. No changes, alterations or modifications of this Agreement shall be binding upon either party until and unless a memorandum in writing to such effect shall have been signed by all parties hereto.

17.

Counterparts

This agreement may be signed by the parties in as many counterparts as may be necessary and by facsimile, each of which so signed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument and notwithstanding the date of execution, shall be deemed to bear the date as set forth below.

IN WITNESS WHEREOF the parties have duly executed this Agreement as of the date first above written.

SIGNED, SEALED and DELIVERED in the presence of:

Name

David Miller

Address

STRATHMORE RESOURCES (US) LTD.

By its Authorized Signator

EX-10.8

CLAIM PURCHASE AGREEMENT THIS AGREEMENT

made as of August 17, 2004

BETWEEN:

David Miller

131 Davis Lane

Riverton, Wyoming 82501

(hereinafter called the "Vendor")

- and -

Strathmore Resources (US) Ltd.

a wholly owned subsidiary of Strathmore Minerals Corp.

a British Columbia Corporation

(hereinafter called the "Purchaser")

WHEREAS the Vendor is the recorded and beneficial owner of and has the full right to deal with the following three properties located in the state of Wyoming: the Cedar Rim Claims in Fremont County consisting of 31 claims as set out in Schedule A, the Northeast Leases consisting of 6 mineral leases of 4,960 acres in Crook County as set out in Schedule B, and the PRB Leases consisting of 4 mineral leases covering 3,200 acres in Campbell County (hereinafter collectively called the "Claims");

AND WHEREAS the parties hereto have agreed that the Purchaser shall purchase the Claims from the Vendor and the Vendor shall sell the Claims to the Purchaser upon the terms hereinafter set out;

NOW THEREFORE the parties covenant and agree as follows:

1.

Purchase and Sale

(a)

The Vendor hereby sells, assigns and transfers the Claims and all his interest therein to the Purchaser and the Purchaser hereby purchases from the Vendor the Claims.

(b)

The sale and purchase of the Claims is conditional upon such purchase being approved by the board of directors of the Purchaser and the TSX Venture Exchange (the “Exchange”).

2.

Purchase Price

To purchase the Claims, the Purchaser shall make the following payments to the Vendor:

(a)

within 21 days of the Completion Date, the issuance to the Vendor of 25,000 common shares of the Purchaser for each of the three properties to total 75,000; and

(b)

on the first anniversary of the Completion Date, the issuance to the Vendor of 25,000 common shares of the Purchaser for each of the three properties to total 75,000.

3.

Title to Vest

Full right, title and interest in the Claims shall vest in the Purchaser upon the making of the aforesaid payment of 150,000 common shares under subparagraph 2(a).

4.

Representations and Warranties of the Vendor

The Vendor represents and warrants to the Purchaser that:

(a)

the Vendor has the right to enter into this Agreement to sell and assign an undivided 100% interest in the Claims absolutely in accordance with the terms of this Agreement;

(b)

the Claims, to the best knowledge of the Vendor, have been properly recorded in compliance with the laws of the State of Wyoming and to the best knowledge of the Vendor there are no disputes over the title, staking or recording of such mineral claims or leases;

(c)

the Claims, to the best knowledge of the Vendor, are in good standing and are free and clear of any liens or charges of any nature or kind whatsoever except for any royalties or reservations under applicable laws or regulations in favour of the governmental authority or authorities granting the mineral claims; and save and except as list on Schedule D attached hereto;

(d)

the Vendor has not done anything whereby the Claims may be in any way encumbered.

5.

Representations and Warranties of the Purchaser

The Purchaser represents and warrants to the Vendor that:

(a)

it has full corporate power and authority to enter into this Agreement and the entering into of this Agreement does not conflict with any applicable laws or with the charter documents of the Purchaser or any contract or other commitment to which the Purchaser is party; and

(b)

the execution of this Agreement and the performance of its terms have been duly authorized by all necessary corporate actions of the Purchaser.

6.

Covenants of Vendor

The Vendor, concurrent with the issuance of the shares under paragraph 2(a), shall cause the Claims to be duly registered in the name of the Purchaser or assigned to the Purchaser as the case may be, and the Vendor shall provide the Purchaser with evidence of such registration or assignment to the Purchaser.

7.

Covenants of Purchaser

The Purchaser, prior to the Completion Date, shall pay all costs associated with the registration and holding of the Claims and any costs to defend title to the Claims in the event that a dispute arises with a third party over the title, staking or recording of such mineral claims.

8.

Completion Date

The Completion Date shall be the day that the Purchaser has obtained Exchange approval to the purchase.

9.

Option and Abandonment of Claims

The Purchaser shall have the right at any time and from time to time to abandon the purchase of any or all of the properties and in such event will have no further obligations to the Vendor including those under section 2 hereof, except upon such abandonment, the Purchaser shall deliver to the Vendor duly executed conveyances of all right, title and interest of the Purchaser in the property..

10.

Claims in Good Standing

Any properties reconveyed to the Vendor shall be in good standing for 90 days after such reconveyance.

11.

Notices

Any notice or communication or payment to the parties under this Agreement may be given or made by mailing the same by prepaid, registered mail to such party, addressed as follows:

To the Vendor:

David Miller

131 Davis Lane

Riverton, Wyoming 82501

To the Purchaser:

Strathmore Minerals Corp.

Suite 810 – 1708 Dolphin Ave

Kelowna, BC V1Y 9S4

or to such address as either party may designate for itself or himself from time to time, and such notice or communication or payment shall be deemed to have been received at the latest on the fifth business day following the mailing thereof.

12.

Confidentiality

The Vendor shall not, without the consent of the Purchaser, disclose to any third party any information undisclosed to the general public concerning the Claims or any operations thereon, nor shall the Vendor buy, sell or otherwise deal in the shares of the Company while any new, material, confidential information in the possession of the Vendor relating to this Agreement or the Claims remains undisclosed to the general public.

13.

Regulatory Approval

This Agreement is subject to the prior approval of the Exchange and the parties agree to use their best efforts to obtain such approval as soon as reasonably possible after the due execution of this agreement.

14.

Further Acts

The Vendor shall do all such acts and execute all such transfers and any other documents as required by the Purchaser to carry out the intent of this Agreement, as requested by the Purchaser.

15.

Assignment

The Vendor may not assign this Agreement or pledge or encumber any part of his interest in it without the prior written consent of the Purchaser which shall not be unreasonably withheld.

16.

Entire Agreement

This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter of this Agreement and supersedes all prior oral or written understandings, agreements or contracts with respect thereto. No changes, alterations or modifications of this Agreement shall be binding upon either party until and unless a memorandum in writing to such effect shall have been signed by all parties hereto.

17.

Counterparts

This agreement may be signed by the parties in as many counterparts as may be necessary and by facsimile, each of which so signed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument and notwithstanding the date of execution, shall be deemed to bear the date as set forth below.

IN WITNESS WHEREOF the parties have duly executed this Agreement as of the date first above written.

SIGNED, SEALED and DELIVERED in the presence of:

Name

David Miller

Address

STRATHMORE RESOURCES (US) LTD.

By its Authorized Signatory:

- 5 –

Schedule A

- 6 –

				Schedule B
Lease No.	Type	Acres	STATE OF WYOMING URANIUM LEASES Northeast Wyoming Location		Section	Twn	Range	Initial Date	Payment Due
0-40870	Uranium	40	SENW		4	53N	68W	June 2, 2004	June 1
0-40871	Uranium	1280	All		16 and 36	53N	68W	June 2, 2004	June 1
0-40872	Uranium	120	W2SE, NWNE		2 and 11	51N	68W	June 2, 2004	June 1
0-40873	Uranium	1280	All		16 and 36	51N	68W	June 2, 2004	June 1
0-40874	Uranium	1280	All		16 and 36	52N	68W	June 2, 2004	June 1
0-40875	Uranium	960	SE, SW, All		33, 34, & 36	54N	68W	June 2, 2004	June 1

			- 7 – Schedule C
			STATE OF WYOMING URANIUM LEASES PRB
Lease No.	Type	Acres	Location Section		Twn	Range	Initial Date	Payment Due
0-40864	Uranium	640	All 16		42N	73W	June 2, 2004	June 1, 200
0-40865	Uranium	640	All 16		42N	74W	June 2, 2004	June 1, 200
0-40866	Uranium	1280	All 16 and	36	43N	74W	June 2, 2004	June 1, 200
0-40867	Uranium	640	All 36		44N	75W	June 2, 2004	June 1, 200

8

Schedule D

None

EX-10.9

CLAIM PURCHASE AGREEMENT

THIS AGREEMENT made as of November 24, 2004

BETWEEN:

David Miller

131 Davis Lane

Riverton, Wyoming 82501

(hereinafter called the "Vendor")

- and -

Strathmore Resources (US) Ltd.

a wholly owned subsidiary of

Strathmore Minerals Corp.

a British Columbia Corporation

(hereinafter called the "Purchaser")

WHEREAS the Vendor is the recorded and beneficial owner of and has the full right to deal with the PT Claims consisting of 33 unpatented lode mining claims located in the Powder River Basin of Wyoming (hereinafter collectively called the "Claims") as listed on Schedule A attached hereto;

AND WHEREAS the parties hereto have agreed that the Purchaser shall purchase the Claims from the Vendor and the Vendor shall sell the Claims to the Purchaser upon the terms hereinafter set out;

NOW THEREFORE the parties covenant and agree as follows:

1.

Purchase and Sale

(a)

The Vendor hereby sells, assigns and transfers the Claims and all his interest therein to the Purchaser and the Purchaser hereby purchases from the Vendor the Claims.

(b)

The sale and purchase of the Claims is conditional upon such purchase being approved by the board of directors of the Purchaser and the TSX Venture Exchange (the “Exchange”).

2.

Purchase Price

To purchase the Claims, the Purchaser shall make the following payments to the Vendor:

(a)

within 21 days of the Completion Date, the issuance to the Vendor of 100,000 common shares of the Purchaser and

(b)

on the first anniversary of the Completion Date, the issuance to the Vendor of 100,000 common shares of the Purchaser.

3.

Title to Vest

Full right, title and interest in the Claims shall vest in the Purchaser upon the making of the aforesaid payment of 100,000 common shares under subparagraph 2(a).

4.

Representations and Warranties of the Vendor

The Vendor represents and warrants to the Purchaser that:

(a)

the Vendor has the right to enter into this Agreement to sell and assign an undivided 100% interest in the Claims absolutely in accordance with the terms of this Agreement;

(b)

the Claims, to the best knowledge of the Vendor, have been properly recorded in compliance with the laws of the State of Wyoming and to the best knowledge of the Vendor there are no disputes over the title, staking or recording of such mineral claims;

(c)

the Claims, to the best knowledge of the Vendor, are in good standing and are free and clear of any liens or charges of any nature or kind whatsoever except for any royalties or reservations under applicable laws or regulations in favour of the governmental authority or authorities granting the mineral claims; and save and except as list on Schedule B attached hereto;

(d)

the Vendor has not done anything whereby the Claims may be in any way encumbered.

5.

Representations and Warranties of the Purchaser

The Purchaser represents and warrants to the Vendor that:

(a)

it has full corporate power and authority to enter into this Agreement and the entering into of this Agreement does not conflict with any applicable laws or with the charter documents of the Purchaser or any contract or other commitment to which the Purchaser is party; and

(b)

the execution of this Agreement and the performance of its terms have been duly authorized by all necessary corporate actions of the Purchaser.

6.

Covenants of Vendor

The Vendor, concurrent with the issuance of the shares under paragraph 2(a), shall cause the Claims to be duly registered in the name of the Purchaser and the Vendor shall provide the Purchaser with evidence of such registration to the Purchaser.

7.

Covenants of Purchaser

The Purchaser, prior to the Completion Date, shall pay all costs associated with the registration and holding of the Claims and any costs to defend title to the Claims in the event that a dispute arises with a third party over the title, staking or recording of such mineral claims.

8.

Completion Date

The Completion Date shall be the day that the Purchaser has obtained Exchange approval to the purchase.

9.

Option and Abandonment of Claims

The Purchaser shall have the right at any time and from time to time to abandon the purchase of the Claims and in such event will have no further obligations to the Vendor including those under section 2 hereof, except upon such abandonment, the Purchaser shall deliver to the Vendor duly executed conveyances of all right, title and interest of the Purchaser in the Claims.

10.

Claims in Good Standing

Any Claims reconveyed to the Vendor shall be in good standing for 90 days after such reconveyance.

11.

Notices

Any notice or communication or payment to the parties under this Agreement may be given or made by mailing the same by prepaid, registered mail to such party, addressed as follows:

To the Vendor:

David Miller

131 Davis Lane

Riverton, Wyoming 82501

To the Purchaser:

Strathmore Minerals Corp.

Suite 810 – 1708 Dolphin Ave

Kelowna, BC V1Y 9S4

or to such address as either party may designate for itself or himself from time to time, and such notice or communication or payment shall be deemed to have been received at the latest on the fifth business day following the mailing thereof.

12.

Confidentiality

The Vendor shall not, without the consent of the Purchaser, disclose to any third party any information undisclosed to the general public concerning the Claims or any operations thereon, nor shall the Vendor buy, sell or otherwise deal in the shares of the Company while any new, material, confidential information in the possession of the Vendor relating to this Agreement or the Claims remains undisclosed to the general public.

13.

Regulatory Approval

This Agreement is subject to the prior approval of the Exchange and the parties agree to use their best efforts to obtain such approval as soon as reasonably possible after the due execution of this agreement.

14.

Further Acts

The Vendor shall do all such acts and execute all such transfers and any other documents as required by the Purchaser to carry out the intent of this Agreement, as requested by the Purchaser.

15.

Assignment

The Vendor may not assign this Agreement or pledge or encumber any part of his interest in it without the prior written consent of the Purchaser which shall not be unreasonably withheld.

16.

Entire Agreement

This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter of this Agreement and supersedes all prior oral or written understandings, agreements or contracts with respect thereto. No changes, alterations or modifications of this Agreement shall be binding upon either party until and unless a memorandum in writing to such effect shall have been signed by all parties hereto.

17.

Counterparts

This agreement may be signed by the parties in as many counterparts as may be necessary and by facsimile, each of which so signed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument and notwithstanding the date of execution, shall be deemed to bear the date as set forth below.

IN WITNESS WHEREOF the parties have duly executed this Agreement as of the date first above written.

SIGNED, SEALED and DELIVERED

)

in the presence of:

)

)

Name

)

David Miller

)

Address

)

)

STRATHMORE RESOURCES (US) LTD.

By its Authorized Signatory:

Schedule A

Schedule B

EX-10.10

CLAIM PURCHASE AGREEMENT

THIS AGREEMENT made as of December 14, 2004

BETWEEN:

David Miller

131 Davis Lane

Riverton, Wyoming 82501

(hereinafter called the "Vendor")

- and -

Strathmore Resources (US) Ltd.

a wholly owned subsidiary of

Strathmore Minerals Corp.

a British Columbia Corporation

(hereinafter called the "Purchaser")

WHEREAS the Vendor is the recorded and beneficial owner of and has the full right to deal with the Noserock state lease located in the Grants Uranium District in the San Juan Basin of New Mexico (hereinafter collectively called the "Claims") as listed on Schedule A attached hereto;

AND WHEREAS the parties hereto have agreed that the Purchaser shall purchase the Claims from the Vendor and the Vendor shall sell the Claims to the Purchaser upon the terms hereinafter set out;

NOW THEREFORE the parties covenant and agree as follows:

1.

Purchase and Sale

(a)

The Vendor hereby sells, assigns and transfers the Claims and all his interest therein to the Purchaser and the Purchaser hereby purchases from the Vendor the Claims.

(b)

The sale and purchase of the Claims is conditional upon such purchase being approved by the board of directors of the Purchaser and the TSX Venture Exchange (the “Exchange”).

2.

Purchase Price

To purchase the Claims, the Purchaser shall make the following payments to the Vendor:

(a)

within 21 days of the Completion Date, a cash payment of US$30,000 and the issuance to the Vendor of 150,000 common shares of the Purchaser and

(b)

on the first anniversary of the Completion Date, the issuance to the Vendor of 150,000 common shares of the Purchaser.

3.

Title to Vest

Full right, title and interest in the Claims shall vest in the Purchaser upon the making of the aforesaid payment of 150,000 common shares under subparagraph 2(a).

4.

Representations and Warranties of the Vendor

The Vendor represents and warrants to the Purchaser that:

(a)

the Vendor has the right to enter into this Agreement to sell and assign an undivided 100% interest in the Claims absolutely in accordance with the terms of this Agreement;

(b)

the Claims, to the best knowledge of the Vendor, have been properly recorded in compliance with the laws of the State of New Mexico and to the best knowledge of the Vendor there are no disputes over the title, staking or recording of such mineral claims;

(c)

the Claims, to the best knowledge of the Vendor, are in good standing and are free and clear of any liens or charges of any nature or kind whatsoever except for any royalties or reservations under applicable laws or regulations in favour of the governmental authority or authorities granting the mineral claims; and save and except as list on Schedule B attached hereto;

(d)

the Vendor has not done anything whereby the Claims may be in any way encumbered.

5.

Representations and Warranties of the Purchaser

The Purchaser represents and warrants to the Vendor that:

(a)

it has full corporate power and authority to enter into this Agreement and the entering into of this Agreement does not conflict with any applicable laws or with the charter documents of the Purchaser or any contract or other commitment to which the Purchaser is party; and

(b)

the execution of this Agreement and the performance of its terms have been duly authorized by all necessary corporate actions of the Purchaser.

6.

Covenants of Vendor

The Vendor, concurrent with the issuance of the shares under paragraph 2(a), shall cause the Claims to be duly registered in the name of the Purchaser and the Vendor shall provide the Purchaser with evidence of such registration to the Purchaser.

7.

Covenants of Purchaser

The Purchaser, prior to the Completion Date, shall pay all costs associated with the registration and holding of the Claims and any costs to defend title to the Claims in the event that a dispute arises with a third party over the title, staking or recording of such mineral claims.

8.

Completion Date

The Completion Date shall be the day that the Purchaser has obtained Exchange approval to the purchase.

9.

Option and Abandonment of Claims

The Purchaser shall have the right at any time and from time to time to abandon the purchase of the Claims and in such event will have no further obligations to the Vendor including those under section 2 hereof, except upon such abandonment, the Purchaser shall deliver to the Vendor duly executed conveyances of all right, title and interest of the Purchaser in the Claims.

10.

Claims in Good Standing

Any Claims reconveyed to the Vendor shall be in good standing for 90 days after such reconveyance.

11.

Notices

Any notice or communication or payment to the parties under this Agreement may be given or made by mailing the same by prepaid, registered mail to such party, addressed as follows:

To the Vendor:

David Miller

131 Davis Lane

Riverton, Wyoming 82501

To the Purchaser:

Strathmore Minerals Corp.

Suite 810 – 1708 Dolphin Ave

Kelowna, BC V1Y 9S4

or to such address as either party may designate for itself or himself from time to time, and such notice or communication or payment shall be deemed to have been received at the latest on the fifth business day following the mailing thereof.

12.

Confidentiality

The Vendor shall not, without the consent of the Purchaser, disclose to any third party any information undisclosed to the general public concerning the Claims or any operations thereon, nor shall the Vendor buy, sell or otherwise deal in the shares of the Company while any new, material, confidential information in the possession of the Vendor relating to this Agreement or the Claims remains undisclosed to the general public.

13.

Regulatory Approval

This Agreement is subject to the prior approval of the Exchange and the parties agree to use their best efforts to obtain such approval as soon as reasonably possible after the due execution of this agreement.

14.

Further Acts

The Vendor shall do all such acts and execute all such transfers and any other documents as required by the Purchaser to carry out the intent of this Agreement, as requested by the Purchaser.

15.

Assignment

The Vendor may not assign this Agreement or pledge or encumber any part of his interest in it without the prior written consent of the Purchaser which shall not be unreasonably withheld.

16.

Entire Agreement

This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter of this Agreement and supersedes all prior oral or written understandings, agreements or contracts with respect thereto. No changes, alterations or modifications of this Agreement shall be binding upon either party until and unless a memorandum in writing to such effect shall have been signed by all parties hereto.

17.

Counterparts

This agreement may be signed by the parties in as many counterparts as may be necessary and by facsimile, each of which so signed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument and notwithstanding the date of execution, shall be deemed to bear the date as set forth below.

IN WITNESS WHEREOF the parties have duly executed this Agreement as of the date first above written.

SIGNED, SEALED and DELIVERED

)

in the presence of:

)

)

Name

)

David Miller

)

Address

)

)

STRATHMORE RESOURCES (US) LTD.

By its Authorized Signatory:

Schedule A

State of New Mexico mineral lease number HG-0052

Consisting of 640 acres located at section 36, T. 19N.,R. 12W. (23^rd P.M.),

in the Nose Rock District, McKinley County, New Mexico

Schedule B

EX-10.11

CLAIM PURCHASE AGREEMENT

THIS AGREEMENT made as of February 3, 2005

BETWEEN:

David Miller

131 Davis Lane

Riverton, Wyoming 82501

(hereinafter called the "Vendor")

- and -

Strathmore Resources (US) Ltd.

a wholly owned subsidiary of

Strathmore Minerals Corp.  

a British Columbia Corporation

(hereinafter called the "Purchaser")

WHEREAS the Vendor is the recorded and beneficial owner of and has the full right to deal with the Red Creek Claims consisting of 128 unpatented lode mining claims located in the Juniper Ridge Uranium district of Wyoming (hereinafter collectively called the "Claims") as listed on Schedule A attached hereto;

AND WHEREAS the parties hereto have agreed that the Purchaser shall purchase the Claims from the Vendor and the Vendor shall sell the Claims to the Purchaser upon the terms hereinafter set out;

NOW THEREFORE the parties covenant and agree as follows:

1.

Purchase and Sale

(a)

The Vendor hereby sells, assigns and transfers the Claims and all his interest therein to the Purchaser and the Purchaser hereby purchases from the Vendor the Claims.

(b)

The sale and purchase of the Claims is conditional upon such purchase being approved by the board of directors of the Purchaser and the TSX Venture Exchange (the "Exchange").

2.

Purchase Price

To purchase the Claims, the Purchaser shall make the following payments to the Vendor:

(a)

within 21 days of the Completion Date, the issuance to the Vendor of 100,000 common shares of the Purchaser and

(b)

on the first anniversary of the Completion Date, the issuance to the Vendor of 100,000 common shares of the Purchaser.

-2-

3.

Title to Vest

Full right, title and interest in the Claims shall vest in the Purchaser upon the making of the aforesaid payment of 100,000 common shares under subparagraph 2(a).

4.

Representations and Warranties of the Vendor

The Vendor represents and warrants to the Purchaser that:

(a)

the Vendor has the right to enter into this Agreement to sell and assign an undivided 100% interest in the Claims absolutely in accordance with the terms of this Agreement;

(b)

the Claims, to the best knowledge of the Vendor, have been properly recorded in compliance with the laws of the State of Wyoming and to the best knowledge of the Vendor there are no disputes over the title, staking or recording of such mineral claims;

(c)

the Claims, to the best knowledge of the Vendor, are in good standing and are free and clear of any liens or charges of any nature or kind whatsoever except for any royalties or reservations under applicable laws or regulations in favour of the governmental authority or authorities granting the mineral claims; and save and except as list on Schedule B attached hereto;

(d)

the Vendor has not done anything whereby the Claims may be in any way encumbered.

5.

Representations and Warranties of the Purchaser

The Purchaser represents and warrants to the Vendor that:

(a)

it has full corporate power and authority to enter into this Agreement and the entering into of this Agreement does not conflict with any applicable laws or with the charter documents of the Purchaser or any contract or other commitment to which the Purchaser is party; and

(b)

the execution of this Agreement and the performance of its terms have been duly authorized by all necessary corporate actions of the Purchaser.

6.

Covenants of Vendor

The Vendor, concurrent with the issuance of the shares under paragraph 2(a), shall cause the Claims to be duly registered in the name of the Purchaser and the Vendor shall provide the Purchaser with evidence of such registration to the Purchaser.

7.

Covenants of Purchaser

The Purchaser, prior to the Completion Date, shall pay all costs associated with the registration and holding of the Claims and any costs to defend title to the Claims in the event that a dispute arises with a third party over the title, staking or recording of such mineral claims.

-3-

8.

Completion Date

The Completion Date shall be the day that the Purchaser has obtained Exchange approval to the purchase.

9.

Option and Abandonment of Claims

The Purchaser shall have the right at any time and from time to time to abandon the purchase of the Claims and in such event will have no further obligations to the Vendor including those under section 2 hereof, except upon such abandonment, the Purchaser shall deliver to the Vendor duly executed conveyances of all right, title and interest of the Purchaser in the Claims.

10.

Claims in Good Standing

Any Claims reconveyed to the Vendor shall be in good standing for 90 days after such reconveyance.

11.

Notices

Any notice or communication or payment to the parties under this Agreement may be given or made by mailing the same by prepaid, registered mail to such party, addressed as follows:

To the Vendor:	David Miller 131 Davis Lane Riverton, Wyoming 82501
To the Purchaser:	Strathmore Minerals Corp. Suite 810 – 1708 Dolphin Ave Kelowna, BC VlY 9S4

or to such address as either party may designate for itself or himself from time to time, and such notice or communication or payment shall be deemed to have been received at the latest on the fifth business day following the mailing thereof.

12.

Confidentiality

The Vendor shall not, without the consent of the Purchaser, disclose to any third party any information undisclosed to the general public concerning the Claims or any operations thereon, nor shall the Vendor buy, sell or otherwise deal in the shares of the Company while any new, material, confidential information in the possession of the Vendor relating to this Agreement or the Claims remains undisclosed to the general public.

-4-

13.

Regulatory Approval

This Agreement is subject to the prior approval of the Exchange and the parties agree to use their best efforts to obtain such approval as soon as reasonably possible after the due execution of this agreement.

14.

Further Acts

The Vendor shall do all such acts and execute all such transfers and any other documents as required by the Purchaser to carry out the intent of this Agreement, as requested by the Purchaser.

15.

Assignment

The Vendor may not assign this Agreement or pledge or encumber any part of his interest in it without the prior written consent of the Purchaser which shall not be unreasonably withheld.

16.

Entire Agreement

This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter of this Agreement and supersedes all prior oral or written understandings, agreements or contracts with respect thereto. No changes, alterations or modifications of this Agreement shall be binding upon either party until and unless a memorandum in writing to such effect shall have been signed by all parties hereto.

17.

Counterparts

This agreement may be signed by the parties in as many counterparts as may be necessary and by facsimile, each of which so signed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument and notwithstanding the date of execution, shall be deemed to bear the date as set forth below.

IN WITNESS WHEREOF the parties have duly executed this Agreement as of the date first above written.

-5-

Schedule A

RC Claims (Red Creek), previously know as the Juniper Ridge Uranium Deposit comprising approximately 2,000 acres as follows:

EX-10.12

YELLOWCAKE MINING INC.

January 29, 2007

Strathmore Minerals Corp.

810 – 1708 Dolphin Avenue

Kelowna, BC V1Y 9S4

Attention:

Dev Randhawa,

Chairman and CEO

Dear Sirs:

RE: Binding Letter of Intent – Juniper Ridge Project Wyoming

This Letter of Intent (the “LOI”) sets out the basic terms upon which Yellowcake Minerals Inc. (“Yellowcake”) would be prepared to enter into a joint venture with Strathmore Minerals Corp. (“Strathmore”) to explore, develop and mine property located in Carbon County, Wyoming and more particularly described in Schedule “A” hereto (the “Property”). While this LOI recites the principal elements of the agreement reached between us, the terms are not comprehensive and additional terms will be incorporated into a formal agreement to be negotiated.

1.

OPTION

1.1

Strathmore will grant Yellowcake sole and exclusive rights to earn-in an 80% interest in the Property in consideration of the following:

(a)

Yellowcake will pay Strathmore a total of $500,000 in accordance with the following schedule

(i)

$100,000 on Closing (as hereinafter defined),

(ii)

$100,000 on each of the first, second, third and fourth anniversary dates of Closing;

(b)

Yellowcake will issue to Strathmore 9,000,000 common shares in the capital stock of Yellowcake on Closing (which represents 25% of the pre-funding share structure of Yellowcake), and will require William Tafuri to cancel 56,000,000 restricted affiliate shares in the capital stock of Yellowcake; and

(c)

Yellowcake will incur a total of $8,000,000 in expenditures on the Property (“Expenditures”) in accordance with the following schedule:

(i)

$1.6 million on or before the first anniversary of Closing,

(ii)

an additional $1.6 million on or before the second anniversary of Closing,

- 2 -

(iii)

an additional $1.6 million on or before the third anniversary of Closing,

(iv)

an additional $1.6 million on or before the fourth anniversary of Closing, and

(iv)

an additional $1.6 million on or before the fifth anniversary of Closing.

1.2

Provided that Yellowcake is not in default of any terms of this LOI, Yellowcake will have earned a 40% undivided interest in the Property once Yellowcake has spent $4,000,000 of Expenditures referred to in paragraph 1.1(c).

1.3

The option will terminate and Yellowcake will have no further interest in the Property
under the following conditions:

(a)

at 5:00 p.m. (Pacific Time) on the fifth day after the Closing if Strathmore has not received the amount of $100,000 by wire transfer, certified cheque or bank draft, and a share certificate representing 9,000,000 common shares of Yellowcake;

(b)

at 5:00 p.m. (Pacific Time) on the fifth day after the first, second, third, fourth or
fifth anniversary dates of Closing if

(i)

Strathmore has not received the additional payments due pursuant to paragraph 1.1(a), or

(ii)

Yellowcake has not incurred the Expenditures in accordance with 1.1(c), and the failure to incur the Expenditures was not due to events or circumstances beyond Yellowcake’s control; or

(c)

if terminated by Yellowcake in accordance with this LOI.

2.

ROYALTY

2.1

In further consideration for Strathmore’s agreement to grant Yellowcake an option to acquire an 80% undivided interest in the Property, Yellowcake agrees to pay Strathmore the Royalty on Yellowcake’s share of any uranium extracted from the Property.

3.

EXPENDITURES

3.1

Expenditures will be made in accordance with exploration and development programs
which have been approved by Yellowcake from time to time.

3.2

The Operator will submit exploration or development programs for the coming quarter to Yellowcake for approval. The program will also be accompanied by a budget outlining the amount of expenditures for such program. Within 30 days of receiving the program and budget, Yellowcake will inform Strathmore whether Yellowcake is prepared to approve the program and budget.

- 3 -

3.3

Once programs and budgets for Expenditures are approved, Yellowcake will have 30 days to deposit the amount of the program budget into a bank account maintained by Strathmore solely for receipt and payment of the Expenditures.

4.

EXERCISE OF OPTION AND CREATION OF JOINT VENTURE

4.1

Once Yellowcake has earned in the right to acquire the initial 40% interest in the Property, Strathmore will forthwith take all steps to transfer an undivided 40% interest in the Property to Yellowcake.

4.2

Once Yellowcake has earned in the right to acquire the second 40% interest in the Property, Strathmore will forthwith take all steps to transfer a further undivided 40% interest in the Property to Yellowcake.

4.3

As soon as Yellowcake has earned in the right to the initial 40% interest in the Property, a joint venture between the parties will be deemed to have been entered into and Yellowcake will be entitled to its share of uranium or any other mineral extracted from the Property in accordance with Yellowcake’s earned interest at the time.

4.4

Yellowcake has the right to approve any mining or other activities which will result in the extraction of uranium or other minerals from the Property. Such decisions will be made jointly by the parties and in the event there is a disagreement, the parties may vote on such matters in accordance with their respective interests in the Property.

5.

OPERATOR

5.1

Until Yellowcake has earned in its 80% interest in the Property, Strathmore will be the Operator. Thereafter, Yellowcake will be the Operator.

5.2

While Strathmore is Operator, it will do all things necessary to:

(a)

develop programs and budgets for the Expenditures for the approval of Yellowcake,

(b)

obtain all work permits, environmental approvals, insurances required to carry out exploration and development programs,

(c)

maintain the Property’s mineral leases and rights in good standing,

(d)

manage and execute all approved programs, including paying third party consultants and contractors,

(e)

receive and spend funds from Yellowcake for the Expenditures, or from any other Joint Venture party, on behalf of the Property,

(f)

report all progress, findings, reports, technical data and any other matter related to the Property, to Yellowcake, and

- 4 -

(g)

act in accordance with good mining practises, in compliance with all applicable laws and in accordance with the care and skill normally expected by someone conducting and managing exploration, development and mining activities on behalf of legal or beneficial owners of the Property.

5.3

Yellowcake agrees that Strathmore may charge Yellowcake an operator’s fee calculated by multiplying the Expenditures made in accordance with approved programs and budgets, by 10%. The operator’s fee charged to and paid by Yellowcake will be considered to be Expenditures required to be made by Yellowcake to earn in its interest in the Property in accordance with this LOI.

6.

CONDITIONS PRECEDENT

6.1

This LOI is subject to and conditional upon:

(a)

Yellowcake raising a minimum of $4 million dollars through the issue of 4 million units;

(b)

Yellowcake is satisfied that the Property is

(i)

in good standing,

(ii)

100% owned, free and clear by Strathmore, and

(iii)

capable of being transferred by Strathmore to Yellowcake in accordance with this LOI; and

(c)

the execution of a detailed joint venture agreement by the parties.

6.2

Yellowcake will use its best efforts to satisfy the Conditions Precedent within 90 days from the date this LOI is signed (the “End Date”). In the event the Conditions Precedent are not satisfied by the End Date, and the Parties have not agreed to an extension of the End Date, then this LOI will terminate immediately without further notice.

7.

ACCESS TO CONOCO FILES

7.1

In consideration of Yellowcake:

(a)

paying Strathmore $25,000 on Closing,

(b)

spending $440,000 for a minimum of 1 year to finance the cost to have Strathmore’s Texas Database (“Conoco files”) evaluated by qualified mining and geological consultants, and

(c)

incurring the first $500,000 in costs to acquire mining leases to any properties identified in the evaluation referred to in 7.1 (b),

then Yellowcake and Strathmore will hold any mining leases acquired under 7.1 (c) in accordance with equal (50-50) undivided interests, and thereafter become joint venture

- 5 -

partners for the exploration, development and mining of such mining leases. Once Yellowcake has incurred the first $500,000 in accordance with 7.1 (c), Yellowcake and Strathmore agree to share 50-50 all further costs to acquire mining leases to properties identified in the evaluation referred to in 7.1 (b).

7.2

The parties agree that Strathmore will manage the hiring of the consultants or staff required to evaluate the Conoco files provided that:

(a)

Yellowcake may approve expenditures made by Strathmore for such purpose,

(b)

Strathmore may not charge an overhead or other administrative fee, and

(c)

Strathmore provides Yellowcake access to all of the results of the evaluation, in accordance with disclosure and confidentiality terms which are customary in joint venture agreements.

7.3

Both Strathmore and Yellowcake covenant not to disclose the information gathered/evaluated to any third party.

7.4

In the event the evaluation identifies a potential target property, Yellowcake has the right not to proceed with obtaining a mineral lease in the event Yellowcake determines that the cost to acquire such mineral lease would make the target property uneconomic given the shared (50-50) interest in the mineral lease.

7.5

In the event one party decides not to proceed to obtain a mineral lease for any reason, the parties agree that the other party (“Acquiring Party”) may not acquire such mineral lease with a third party partner, without the Acquiring Party first offering the other party the right to acquire the mineral lease on the same terms and conditions offered to the third party partner.

8.

PUBLIC ANNOUNCEMENTS

8.1

The parties agree that neither party will make any press or public releases of information regarding the Property, this LOI or the subject matter of this LOI, without first obtaining the approval of the other party.

9.

FORMAL AGREEMENT

9.1

The parties agree that they will negotiate in good faith and use best efforts to execute a detailed joint venture agreement on terms normally included in joint venture agreements.

9.2

This LOI is intended to be legally binding on the parties until it is replaced by the detailed joint venture agreement or is terminated in accordance with this LOI.

10.

GOVERNING LAW

10.1

This LOI will be governed by and construed in accordance with the laws of British Columbia.

- 6 -

11.

ASSIGNMENT

11.1

The parties acknowledge that in entering into this LOI, Yellowcake is relying on Strathmore’s knowledge of the Property and experience in exploration, development and mining of uranium. Accordingly, Strathmore agrees that it may not assign or sell to any third party, all or part of Strathmore’s interest or obligations under this LOI without the consent of Yellowcake, which consent will not be unreasonably withheld.

12.

DEFINITIONS

12.1

“Closing” means the date Yellowcake informs Strathmore that the Conditions Precedent have either been satisfied or waived, but in any event will not be later than the End Date.

12.2

“Expenditures” means a total of $8,000,000 in expenditures made by Yellowcake for exploration and development of the Property, in accordance with this LOI. Expenditures will include any fees charged by Strathmore while it is the Operator.

12.3

“$” or “Dollars” refers to US Funds.

12.4

“Joint Venture Parties” means Yellowcake and Strathmore once Yellowcake has earned in its initial 40% undivided interest in the Property.

12.5

“Royalty” means a 3% Yellowcake royalty on terms which are in accordance with
generally accepted royalty terms applicable to uranium projects in the United States.

If Strathmore agrees to the above terms and conditions please sign where indicated below and return a copy of this LOI to Yellowcake’s office.

Yours sincerely,

YELLOWCAKE MINERALS INC.

Per:

Name:

Title:

STRATHMORE MINERALS CORP.

Per:

Name:

Title:

SCHEDULE “A”
THE PROPERTY
STRATHMORE RESOURCES (US) LTD

JUNIPER RIDGE PROJECT

CARBON COUNTY, WYOMING

UNPATENTED MINING CLAIMS

BLM Serial#	Claim Name	Location Last Book	Notice/ Amendment Page	Subd.	Section	Township	Range	PM	Property Name	Last Assessment
WMC259971	RC-1	1056	80	SW SE	1	12N	93W	6th	Red Creek	2007
WMC259972	RC-2	1056	81	SE	1	12N	93W	6th	Red Creek	2007
WMC259973	RC-3	1056	82	NE NW SW SE	1	12N	93W	6th	Red Creek	2007
WMC259974	RC-4	1056	83	NE SE	1	12N	93W	6th	Red Creek	2007
WMC259975	RC-5	1056	84	NE NW	1	12N	93W	6th	Red Creek	2007
WMC259976	RC-6	1056	85	NE	1	12N	93W	6th	Red Creek	2007
WMC259977	RC-7	1056	86	NE NW	1	12N	93W	6th	Red Creek	2007
WMC259978	RC-8	1056	87	NE	1	12N	93W	6th	Red Creek	2007
WMC259979	RC-9	1056	88	NE NW	1	12N	93W	6th	Red Creek	2007
W M C259980	RC-10	1056	89	NE	1	12N	93W	6th	Red Creek	2007
W M C259981	RC-11	1056	90	NE NW	1	12N	93W	6th	Red Creek	2007
W M C259982	RC-12	1056	91	NE	1	12N	93W	6th	Red Creek	2007
W M C259983	RC-13	1056	92	SW	6	12N	92W	6th	Red Creek	2007
W M C259984	RC-14	1056	93	SW SE	6	12N	92W	6th	Red Creek	2007
W M C259985	RC-15	1056	94	SW	6	12N	92W	6th	Red Creek	2007
W M C259986	RC-16	1056	95	SW SE	6	12N	92W	6th	Red Creek	2007
W M C259987	RC-17	1056	96	SW	6	12N	92W	6th	Red Creek	2007
W M C259988	RC-18	1056	97	SW SE	6	12N	92W	6th	Red Creek	2007
W M C259989	RC-19	1056	98	SW	31	13N	92W	6th	Red Creek	2007
W M C259990	RC-20	1056	99	SW SE	31	13N	92W	6th	Red Creek	2007

- 2 -

BLM Serial#	Claim Name	Location Last Book	Notice/ Amendment Page	Subd.	Section	Township	Range	PM	Property Name	Last Assessment
W M C259991	RC-21	1056	100	SW	31	13N	92W	6th	Red Creek	2007
W M C259992	RC-22	1056	101	SW SE	31	13N	92W	6th	Red Creek	2007
W M C259993	RC-23	1056	102	SW	31	13N	92W	6th	Red Creek	2007
W M C259994	RC-24	1056	103	SW SE	31	13N	92W	6th	Red Creek	2007
W M C259995	RC-25	1056	104	SW	31	13N	92W	6th	Red Creek	2007
W M C259996	RC-26	1056	105	SW SE	31	13N	92W	6th	Red Creek	2007
W M C259997	RC-27	1056	106	NW SW	31	13N	92W	6th	Red Creek	2007
W M C259998	RC-28	1056	107	NE NW SW SE	31	13N	92W	6th	Red Creek	2007
W M C259999	RC-29	1056	108	NW	31	13N	92W	6th	Red Creek	2007
W M C260000	RC-30	1056	109	NE NW	31	13N	92W	6th	Red Creek	2007
W M C260001	RC-31	1056	110	NW	31	13N	92W	6th	Red Creek	2007
W M C260002	RC-32	1056	111	NE NW	31	13N	92W	6th	Red Creek	2007
W M C260003	RC-33	1056	112	SE	6	12N	92W	6th	Red Creek	2007
		1113	91
WMC260004	RC-34	1056	113	SW	5	12N	92W	6th	Red Creek	2007
		1113	92	SE	6	12N	92W	6th
WMC260005	RC-35	1056	114	SE	6	12N	92W	6th	Red Creek	2007
		1113	93
WMC260006	RC-36	1056	115	SW	5	12N	92W	6th	Red Creek	2007
		1113	94	SE	6	12N	92W	6th
WMC260007	RC-37	1056	116	SE	6	12N	92W	6th	Red Creek	2007
		1113	95
WMC260008	RC-38	1056	117	SW	5	12N	92W	6th	Red Creek	2007
		1113	96	SE	6	12N	92W	6th
WMC260009	RC-39	1056	118	SE	31	13N	92W	6th	Red Creek	2007
WMC260010	RC-40	1056	119	SE	31	13N	92W	6th	Red Creek	2007
				SW	32	13N	92W	6th
WMC260157	RC-41	1057	97	SE	31	13N	92W	6th	Red Creek	2007
WMC260158	RC-42	1057	98	SE	31	13N	92W	6th	Red Creek	2007
				SW	32	13N	92W	6th

- 3 -

BLM Serial#	Claim Name	Location Last Book	Notice/ Amendment Page	Subd.	Section	Township	Range	PM	Property Name	Last Assessment
WMC260159	RC-43	1057	99	SE	31	13N	92W	6th	Red Creek	2007
WMC260160	RC-44	1057	100	SE	31	13N	92W	6th	Red Creek	2007
				SW	32	13N	92W	6th
WMC260161	RC-45	1057	101	SE	31	13N	92W	6th	Red Creek	2007
WMC260162	RC-46	1057	102	SE	31	13N	92W	6th	Red Creek	2007
				SW	32	13N	92W	6th
WMC260163	RC-47	1057	103	NE SE	31	13N	92W	6th	Red Creek	2007
WMC260164	RC-48	1057	104	NE SE	31	13N	92W	6th	Red Creek	2007
				NW SW	32	13N	92W	6th
WMC260165	RC-49	1057	105	NE	31	13N	92W	6th	Red Creek	2007
WMC260166	RC-50	1057	106	NE	31	13N	92W	6th	Red Creek	2007
				NW	32	13N	92W	6th
WMC260167	RC-51	1057	107	NE	31	13N	92W	6th	Red Creek	2007
WMC260168	RC-52	1057	108	NE	31	13N	92W	6th	Red Creek	2007
WMC260169	RC-53	1057	109	SW	5	12N	92W	6th	Red Creek	2007
WMC260170	RC-54	1057	110	SE SW	5	12N	92W	6th	Red Creek	2007
WMC260171	RC-55	1057	111	SW	5	12N	92W	6th	Red Creek	2007
WMC260172	RC-56	1057	112	SW SE	5	12N	92W	6th	Red Creek	2007
WMC260173	RC-57	1057	113	SW	5	12N	92W	6th	Red Creek	2007
WMC260174	RC-58	1057	114	SW SE	5	12N	92W	6th	Red Creek	2007
WMC260175	RC-59	1057	115	SW	32	13N	92W	6th	Red Creek	2007
WMC260176	RC-60	1057	116	SW	32	13N	92W	6th	Red Creek	2007
WMC260177	RC-61	1057	117	SW	32	13N	92W	6th	Red Creek	2007
WMC260178	RC-62	1057	118	SW	32	13N	92W	6th	Red Creek	2007
WMC260179	RC-63	1057	119	NW SW	32	13N	92W	6th	Red Creek	2007
WMC260180	RC-64	1057	120	NW	32	13N	92W	6th	Red Creek	2007
WMC260181	RC-65	1057	121	NW	32	13N	92W	6th	Red Creek	2007
WMC260182	RC-66	1057	122	SW	4	12N	92W	6th	Red Creek	2007
				SE	5	12N	92W	6th
WMC260183	RC-67	1057	123	SW	4	12N	92W	6th	Red Creek	2007

- 4 -

BLM Serial#	Claim Name	Location Last Book	Notice/ Amendment Page	Subd.	Section	Township	Range	PM	Property Name	Last Assessment
WMC260184	RC-68	1057	124	SW	4	12N	92W	6th	Red Creek	2007
				SE	5	12N	92W	6th
WMC260185	RC-69	1057	125	SW	4	12N	92W	6th	Red Creek	2007
				SE	5	12N	92W	6th
WMC260186	RC-70	1057	126	SW	4	12N	92W	6th	Red Creek	2007
				SE	5	12N	92W	6th
WMC260187	RC-71	1057	127	SW	4	12N	92W	6th	Red Creek	2007
WMC260188	RC-72	1057	128	SE SW	4	12N	92W	6th	Red Creek	2007
WMC260189	RC-73	1057	129	SW SE	4	12N	92W	6th	Red Creek	2007
WMC260190	RC-74	1057	130	SW SE	4	12N	92W	6th	Red Creek	2007
WMC260533	RC-75	1060	2	NW SW	6	12N	92W	6th	Red Creek	2007
WMC260534	RC-76	1060	3	NE NW SW SE	6	12N	92W	6th	Red Creek	2007
WMC260535	RC-77	1060	4	NW	6	12N	92W	6th	Red Creek	2007
WMC260536	RC-78	1060	5	NE NW	6	12N	92W	6th	Red Creek	2007
WMC260537	RC-79	1060	6	NW	6	12N	92W	6th	Red Creek	2007
WMC260538	RC-80	1060	7	NE NW	6	12N	92W	6th	Red Creek	2007
WMC260539	RC-81	1060	8	NW	6	12N	92W	6th	Red Creek	2007
WMC260540	RC-82	1060	9	NE NW	6	12N	92W	6th	Red Creek	2007
WMC260541	RC-83	1060	10	NW	6	12N	92W	6th	Red Creek	2007
				SW	31	13N	92W	6th
WMC260542	RC-84	1060	11	NW NE	6	12N	92W	6th	Red Creek	2007
				SW SE	31	13N	92W	6th
WMC260543	RC-85	1060	12	NE SE	6	12N	92W	6th	Red Creek	2007
WMC260544	RC-86	1060	13	NW SW	5	12N	92W	6th	Red Creek	2007
				NE SE	6	12N	92W	6th
WMC260545	RC-87	1060	14	NE	6	12N	92W	6th	Red Creek	2007
WMC260546	RC-88	1060	15	NW	5	12N	92W	6th	Red Creek	2007
				NE	6	12N	92W	6th
WMC260547	RC-89	1060	16	NE	6	12N	92W	6th	Red Creek	2007

- 5 -

BLM Serial#	Claim Name	Location Last Book	Notice/ Amendment Page	Subd.	Section	Township	Range	PM	Property Name	Last Assessment
WMC260548	RC-90	1060	17	NW	5	12N	92W	6th	Red Creek	2007
				NE	6	12N	92W	6th
WMC260549	RC-91	1060	18	NE	6	12N	92W	6th	Red Creek	2007
WMC260550	RC-92	1060	19	NW	5	12N	92W	6th	Red Creek	2007
				NE	6	12N	92W	6th
WMC260551	RC-93	1060	20	NE	6	12N	92W	6th	Red Creek	2007
				SE	31	13N	92W	6th
WMC260552	RC-94	1060	21	NW	5	12N	92W	6th	Red Creek	2007
				NE	6	12N	92W	6th
				SE	31	13N	92W	6th
				SW	32	13N	92W	6th
WMC260553	RC-95	1060	22	NW SW	5	12N	92W	6th	Red Creek	2007
WMC260554	RC-96	1060	23	NE NW SW SE	5	12N	92W	6th	Red Creek	2007
WMC260555	RC-97	1060	24	NW	5	12N	92W	6th	Red Creek	2007
WMC260556	RC-98	1060	25	NE NW	5	12N	92W	6th	Red Creek	2007
WMC260557	RC-99	1060	26	NW	5	12N	92W	6th	Red Creek	2007
WMC260558	RC-100	1060	27	NE NW	5	12N	92W	6th	Red Creek	2007
WMC260559	RC-101	1060	28	NW	5	12N	92W	6th	Red Creek	2007
WMC260560	RC-102	1060	29	NE NW	5	12N	92W	6th	Red Creek	2007
WMC260561	RC-103	1060	30	NW	5	12N	92W	6th	Red Creek	2007
				SW	32	13N	92W	6th
WMC260562	RC-104	1060	31	NE NW	5	12N	92W	6th	Red Creek	2007
				SE SW	32	13N	92W	6th
WMC260563	RC-105	1060	32	NW SW	4	12N	92W	6th	Red Creek	2007
				NE SE	5	12N	92W	6th
WMC260564	RC-106	1060	33	NW SW	4	12N	92W	6th	Red Creek	2007
WMC260565	RC-107	1060	34	NW	4	12N	92W	6th	Red Creek	2007
				NE	5	12N	92W	6th
WMC260566	RC-108	1060	35	NW	4	12N	92W	6th	Red Creek	2007
WMC260567	RC-109	1060	36	NW	4	12N	92W	6th	Red Creek	2007

- 6 -

BLM Serial#	Claim Name	Location Last Book	Notice/ Amendment Page	Subd.	Section	Township	Range	PM	Property Name	Last Assessment
				NE	5	12N	92W	6th
WMC260568	RC-110	1060	37	NW	4	12N	92W	6th	Red Creek	2007
WMC260569	RC-111	1060	38	NW	4	12N	92W	6th	Red Creek	2007
				NE	5	12N	92W	6th
WMC260570	RC-112	1060	39	NW	4	12N	92W	6th	Red Creek	2007
WMC260571	RC-113	1060	40	NW	4	12N	92W	6th	Red Creek	2007
				NE	5	12N	92W	6th
				SE	32	13N	92W	6th
				SW	33	13N	92W	6th
WMC260572	RC-114	1060	41	NW	4	12N	92W	6th	Red Creek	2007
				SW	33	13N	92W	6th
WMC260573	RC-115	1060	42	SW SE	32	13N	92W	6th	Red Creek	2007
WMC260574	RC-116	1060	43	SE	32	13N	92W	6th	Red Creek	2007
				SW	33	13N	92W	6th
WMC260575	RC-117	1060	44	SW SE	32	13N	92W	6th	Red Creek	2007
WMC260576	RC-118	1060	45	SE	32	13N	92W	6th	Red Creek	2007
				SW	33	13N	92W	6th
WMC260577	RC-119	1060	46	SW SE	32	13N	92W	6th	Red Creek	2007
WMC260578	RC-120	1060	47	SE	32	13N	92W	6th	Red Creek	2007
				SW	33	13N	92W	6th
WMC260579	RC-121	1060	48	SW SE	32	13N	92W	6th	Red Creek	2007
WMC260580	RC-122	1060	49	SE	32	13N	92W	6th	Red Creek	2007
				SW	33	13N	92W	6th
WMC260581	RC-123	1060	50	NE NW SW SE	32	13N	92W	6th	Red Creek	2007
WMC260582	RC-124	1060	51	NE SE	32	13N	92W	6th	Red Creek	2007
				NW SW	33	13N	92W	6th
WMC260583	RC-125	1060	52	NE NW	32	13N	92W	6th	Red Creek	2007
WMC260584	RC-126	1060	53	NE	32	13N	92W	6th	Red Creek	2007
				NW	33	13N	92W	6th

- 7 -

		Location	Notice/
	Claim	Last	Amendment						Property	Last
BLM Serial#	Name	Book	Page	Subd.	Section	Township	Range	PM	Name	Assessment
WMC260585	RC-127	1060	54	NE NW	32	13N	92W	6th	Red Creek	2007
WMC260586	RC-128	1060	55	NE	32	13N	92W	6th	Red Creek	2007
				NW	33	13N	92W	6th

WYOMING STATE MINING LEASE NO. 0-41095

ALL SECTION 36, TOWNSHIP 13 NORTH, RANGE 93 WEST, 6TH PM, CARBON COUNTY, WYOMING

640 ACRES

EX-20.1

STRATHMORE MINERALS CORP.
(the “Company”)
810 – 1708 Dolphin Avenue
Kelowna, BC V1Y 9S4

INFORMATION CIRCULAR
This information is given as of April 21, 2006

This information circular is furnished in connection with the solicitation of proxies by the management of STRATHMORE MINERALS CORP. (the "Company") for use at the special and annual general meeting of the Company to be held on May 29, 2006 and at any adjournments thereof (the “Meeting”). Unless the context otherwise requires, references to the Company include the Company and its subsidiaries. The solicitation will be conducted by mail and may be supplemented by telephone or other personal contact to be made without special compensation by officers and employees of the Company. The cost of solicitation will be borne by the Company.

APPOINTMENT OF PROXYHOLDER

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

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

VOTING BY PROXY

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

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

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

COMPLETION AND RETURN OF PROXY

Completed forms of proxy must be received by mail or fax by the Company’s registrar and transfer agent, CIBC Mellon Trust Company, 1066 West Hastings Street, Vancouver, British Columbia, V6E 3X1, fax number (604) 688-4301, not later than forty-eight (48) hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting, unless the chairman of the Meeting elects to exercise his discretion to accept proxies received subsequently.

NON-REGISTERED HOLDERS

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

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

The voting instruction form, when properly completed and signed by the Non-Registered Holder and returned to the Intermediary or its service company, will constitute voting instructions (often called a “proxy authorization form”) which the Intermediary must follow. Typically, the proxy authorization form will consist of a one page pre-printed form. Sometimes, instead of the one page pre-printed form, the proxy authorization form will consist of a regular printed proxy form accompanied by a page of instructions which contains a removable label containing a bar-code and other information. In order for the form of proxy to validly constitute a proxy authorization form, the Non-Registered Holder must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and return it to the Intermediary or its service company in accordance with th e instructions.

The Non-Registered Holder may be given a form of proxy which has already been signed by the Intermediary restricted as to the number of shares beneficially owned by the Non-Registered Holder. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the Non-Registered Holder when submitting the proxy. In this case, the Non-Registered Holder who wishes to submit a proxy should otherwise properly complete the form of proxy and deliver it to CIBC Mellon Trust Company, at the address or fax number as provided above.

In either case, the purpose of this procedure is to permit Non-Registered Holders to direct the voting of the Shares which they beneficially own. Should a Non-Registered Holder who receives one of the above forms wish to vote at the Meeting in person, the Non-Registered Holder should strike out the names of the Management Proxyholders and insert the Non-Registered Holder's name in the blank space provided. In either case, Non-Registered Holders should carefully follow the instructions of their Intermediary, including those regarding when and where the proxy or proxy authorization form is to be delivered.

REVOCABILITY OF PROXY

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

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Other than as disclosed elsewhere in this Information Circular, none of the Directors or Senior Officers of the Company, no proposed nominee for election as a Director of the Company, none of the persons who have been Directors or Senior Officers of the Company since the commencement of the Company's last completed financial year and no associate or affiliate of any of the foregoing persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The Company is authorized to issue an unlimited number of common shares without par value, of which 64,485,063 common shares are issued and outstanding. Only the holders of common shares are entitled to vote at the Meeting and the holders of common shares are entitled to one vote for each common share held. Holders of common shares of record on April 21, 2006, the Record Date, will be entitled to vote at the Meeting.

To the knowledge of the directors and senior officers of the Company, no shareholder beneficially owns shares carrying more than 10% of the voting rights attached to all shares of the Company except for the following:

Shareholder Name and Municipality	Number of Shares Held	Percentage of Issued Shares
Sprott Asset Management Inc.	12,574,300	15.6%
Toronto , ON

VOTES NECESSARY TO PASS RESOLUTIONS

A simple majority of affirmative votes cast at the Meeting is required to pass the resolutions described herein. If there are more nominees for election as directors or appointment of the Company’s auditor than there are vacancies to fill, those nominees receiving the greatest number of votes will be elected or appointed, as the case may be, until all such vacancies have been filled. If the number of nominees for election or appointment is equal to the number of vacancies to be filled, all such nominees will be declared elected or appointed by acclamation.

ELECTION OF DIRECTORS

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

The Shareholders will be asked to pass an ordinary resolution to set the number of directors of the Company at four (4). Management of the Company proposes to nominate each of the following persons for election as a director.The following table sets out the names of the persons to be nominated for election as Directors, the positions and offices which they presently hold with the Company, their respective principal occupations or employments during the past five years if such nominee is not presently an elected Director and the number of shares of the Company which each beneficially owns, directly or indirectly, or over which control or direction is exercised as of the date of this Information Circular:

Name and Residence of Proposed	Principal Occupation	Number of Common Shares
Directors and Present Offices Held
DEVINDER RANDHAWA	Businessman	1,318,223 shares
Kelowna, B.C.
CEO, Director
MICHAEL HALVORSON	Businessman	411,111 shares
Edmonton, Alberta
Director
STEVEN N. KHAN	Businessman, previously an	NIL
Vancouver, B.C.	Investment Brokerage Executive
Director
DR. DIETER A. KREWEDL	Retired Geologist/Businessman	NIL
Truckee, California
Director

The above information was provided by the individual nominee.

Devinder Randhawa was appointed to the Board of Directors on October 18, 1996. Steven Khan was appointed to the Board on November 25, 2003. Michael Halvorson was appointed to the Board on July 14, 2004. Dr. Dieter A. Krewedl was appointed to the Board on January 14, 2005.

The members of the audit committee are Devinder Randhawa, Michael Halvorson, and Dr. Dieter.A. Krewedl.

APPOINTMENT OF AUDITOR

Unless otherwise instructed, the proxies given pursuant to this solicitation will be voted for the reappointment of Davidson & Company, Chartered Accountants, of Vancouver, British Columbia, as auditor of the Company to hold office until the close of the next annual general meeting of the Company.

Davidson & Company, Chartered Accountants, were first appointed auditor of the Company at the annual general meeting of the Company held on March 18, 1991.

AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR

Multilateral Instrument 52-110 of the Canadian Securities Administrators (“MI 52-110”) requires the Company, as a venture issuer, to disclose annually in its Information Circular certain information concerning the constitution of its audit committee and its relationship with its independent auditor, as set forth in the following.

Audit Committee Charter

The audit committee is a committee of the board of directors of the Company that is independent of the Company’s management and represents the interests of the Company’s shareholders.

The audit committee is authorized by the board of directors to:

(a)

oversee the process of selecting and appointing the Company’s external auditor,

(b)

oversee the conduct of the audit, and

(c)

have primary responsibility for the relationship between the Company and its external auditor.

Responsibilities of the Audit Committee

The audit committee must:

(a) take reasonable steps, at the time the auditor’s appointment is under consideration, to ensure that the auditor is independent of management of the Company in accordance with applicable standards,

(b) determine whether the audit fees charged by the auditor appear adequate in relation to the work required to support an audit opinion, without regard to fees that might be paid to the auditor for other services,

(c) meet with the auditor, regularly and when otherwise appropriate, without management present to determine whether there are any contentious issues between the auditor and management relating to the Company’s financial disclosure and, if so, whether those issues have been resolved to the auditor’s satisfaction,

(d) establish, and monitor compliance with, the Company’s policies regarding (i) the auditor’s providing services beyond the scope of the Company’s audit, and (ii) the Company’s hiring individuals formerly employed by the auditor to fill senior officer positions of the Company, and

(e) prepare annually a report describing the steps it has taken to ensure that the auditor is independent of management of the Company, including (i) the policies and procedures followed so that any contracts for non-audit services to be provided by the auditor do not compromise the auditor’s independence, and (ii) the nature of any non-audit service contracts entered into and the amount of the related fees.

The Company’s audit committee is comprised of three directors: Devinder Randhawa, Michael Halvorson, and Dr. Dieter A. Krewedl. All audit committee members are “financially literate” (as defined in MI 52-110) and only Devinder Randhawa, the Chief Executive Officer, is not “independent”.

Since the commencement of the Company’s most recently completed financial year, the Company’s Board of Directors has not failed to adopt a recommendation of the audit committee to nominate or compensate an external auditor.

Since the effective date of MI 52-110, the Company has not relied on the exemptions contained in sections 2.4 or 8 of MI 52-110. Section 2.4 provides an exemption from the requirements that the audit committee must pre-approve all non-audit services to be provided by the auditor, where the total amount of fees related to the non-audit services are not expected to exceed 5% of the total fees payable to the auditor in the fiscal year in which the non-audit services were provided. Section 8 permits a company to apply to a securities regulatory authority for an exemption from the requirements of MI 52-110, in whole or in part.

The audit committee has not adopted specific policies and procedures for the engagement of non-audit services. Subject to the requirements of MI 52-110, the engagement of non-audit services is considered by the Company’s Board of Directors, and where applicable the audit committee, on a case-by-case basis.

In the following table, “audit fees” are billed by the Company’s external auditor for services provided in auditing the Company’s annual financial statements for the subject year. “Audit-related fees” are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements. “Tax fees” are fees billed by the auditor for professional services rendered for tax compliance, tax advice and tax planning. “All other fees” are fees billed by the auditor for products and services not included in the foregoing categories.

The fees paid by the Company to its auditor in each of the last two fiscal years, by category, are as follows:

Financial Year Ending	Audit Fees	Audit Related Fees	Tax Fees	All Other Fees
December 31, 2004	$30,908	Nil	$2,250	Nil
December 31, 2005	$35,052	Nil	$3,000	Nil

The Company is relying on the exemption provided by section 6.1 of MI 52-110 which provides that the Company, as a venture issuer, is not required to comply with Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of MI 52-110.

CORPORATE GOVERNANCE

General

Effective June 30, 2005, National Instrument 58-101 Disclosure of Corporate Governance Practices (“NI 58-101”) and National Policy 58-201 Corporate Governance Guidelines (“NP 58- 201”) were adopted in each of the provinces and territories of Canada. NI 58-101 requires issuers to disclose the corporate governance practices that they have adopted. NP 58-201 provides guidance on corporate governance practices.

The Board believes that good corporate governance improves corporate performance and benefits all shareholders. This section sets out the Company’s approach to corporate governance and addresses the Company’s compliance with NI 58-101.

1.  Board of Directors

Directors are considered to be independent if they have no direct or indirect material relationship with the Company. A “material relationship” is a relationship which could, in the view of the Company’s Board of Directors, be reasonably expected to interfere with the exercise of a director’s independent judgment.

The board facilitates its independent supervision over management by reviewing all significant transactions of the Company.

The independent members of the Board of Directors of the Company are Michael Halvorson, and Dr. Dieter A. Krewedl.

The non-independent directors are Devinder Randhawa, Chief Executive Officer of the Company and Steven Khan.

2.  Directorships

Mr. Randhawa is a director of the following reporting issuers: Pacific Asia China Energy Inc., Pheromone Sciences Corp., Wolf Capital Corp.

Mr. Khan is a director of the following reporting issuers: Pacific Asia China Energy Inc., Wolf Capital Corp.

Dr. Krewedl is a director of the following reporting issuers: AuEx Ventures, Inc., Kilgore Minerals Ltd.

Mr. Halvorson is a director of the following reporting issuers: Gentry Resources Ltd., Radiant Resources Inc., Orezone Resources Inc., Esperanza Silver Corporation, Canadian Gold Hunter Corp., Viceroy Exploration Ltd., NovaGold Resources Inc., Pediment Exploration Ltd.

3.  Orientation and Continuing Education

When new directors are appointed, they receive orientation, commensurate with their previous experience, on the Company’s uranium properties and on the responsibilities of directors.

Board meetings may also include presentations by the Company’s management and employees to give the directors additional insight into the Company’s business.

4.  Ethical Business Conduct

The Board has found that the fiduciary duties placed on individual directors by the Company’s governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual directors’ participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company.

5.  Nomination of Directors

The Board considers its size each year when it considers the number of directors to recommend to the shareholders for election at the annual meeting of shareholders, taking into account the number required to carry out the Board’s duties effectively and to maintain a diversity of views and experience.

The Board does not have a nominating committee, and these functions are currently performed by the Board as a whole. However, if there is a change in the number of directors required by the Company, this policy will be reviewed.

6.  Compensation

The Compensation Committee (Devinder Randhawa, Michael Halvorson, and Dr. Dieter A. Krewedl) determines compensation for the directors and executive officers.

7.  Other Board Committees

The Board has no other committees other than the audit committee, the stock option committee, and the compensation committee.

COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth all compensation for the periods indicated in respect of the individuals who served as either the Chief Executive Officer or Chief Financial Officer of the Company at any time during the financial year of the Company, and all other executive officers of the Company who received, during the financial year of the Company, salary and bonus in excess of $150,000 (collectively, the “Named Executive Officers”).

Summary Compensation Table

		Annual Compensation			Long-Term Compensation		Payouts
					Awards
Name and	Fiscal	Salary	Bonus	Other	Securities	Restricted	LTIP	All Other
Principal	Year	($)	($)	Annual	Under	Shares or	Payouts	Compen-
Position	(Dec 31)			Compen- sation	Options/ SARs	Restricted Share Units	($)	sation ($)
				($)	Granted	($)
					(#)
Devinder	2005	$121,600	$0	$0	312,500	Nil	Nil	Nil
Randhawa,	2004	$62,455	$0	$0	437,500	Nil	Nil	Nil
Chief Executive	2003	$47,115	$0	$0	529,000	Nil	Nil	Nil

Officer
Patrick	2005	$80,000	$0	$0	200,000	Nil	Nil	Nil
Groening	2004	$42,240	$0	$0	175,000	Nil	Nil	Nil
Chief Financial
Officer(1)
David Miller,	2005	$69,188.55	$0	$0	350,000	Nil	Nil	Nil
President

Notes:

1.

Mr. Groening was appointed Chief Financial Officer on April 27^th, 2005

2.

Mr. Miller was appointed President and Chief Operating Officer on November 25, 2005.

Long-Term Incentive Plan Awards

A long term incentive plan (“LTIP”) is “a plan providing compensation intended to motivate performance over a period greater than one financial year” and does not include option or stock appreciation rights (“SARs”) plans or plans for compensation through shares or units that are subject to restrictions on resale. The Company did not award any LTIPs to any Named Executive Officer during the most recently completed financial year.

Stock Appreciation Rights

A stock appreciation right (“SAR”) is a right to receive a payment of cash or an issue or transfer of shares based wholly or in _part on changes in the trading price of the Company’s Common Shares. No SARs were granted to, or exercised by, any Named Executive Officer or any directors during the most recently completed financial year.

Stock Option Grants During 2005

The following table sets forth the options to purchase common shares of the Company granted during 2005 to the Named Executive Officers of the Company.

Option/SAR Grants During The Most Recent Completed Financial Year

Name	Securities	% of Total	Exercise or	Market Value of	Expiration
	Under	Options/SARs	Base Price	Securities	Date
	Options/SARs	Granted to	($/Security)	Underlying
	Granted (#)	Employees in Financial Year		Options/SARs on the Date of Grant
				($/Security)
Devinder	100,000	3.1%	$1.50	$1.47	Oct 6/10
Randhawa
Patrick	50,000	1.6%	$1.50	$1.47	Oct 6/10
Groening
David	100,000	3.1%	$1.50	$1.47	Oct 6/10
Miller

Stock Options Exercised During 2005

The following table shows options that were exercised by the Named Executive Officers during the fiscal year ended December 31, 2005 and the value of unexercised options at year end.

			Unexercised Options at	Value of Unexercised in-the-Money
	Securities		FY-End	Options at FY-End(2)
	Acquired on	Aggregate	(#)	($)
	Exercise	Value Realized(1)		Exercisable/
Name	(#)	($)	Exercisable/	Unexercisable
			Unexercisable
Devinder Randhawa	225,000	258,750	312,500	178,125
Patrick Groening	25,000	28,500	200,000	182,500
David Miller	-	-	350,000	380,000

Notes:

1.

Aggregate Value Realized is the difference between the market price of the Company’s common shares on the date of exercise and the option exercise price, multiplied by the number of common shares acquired.

2.

Value of Unexercised Options is equal to the difference between the closing price of the common shares of the Company on the TSX Venture Exchange on December 31, 2005 of $1.90 and the exercise prices of options outstanding, multiplied by the number of shares available for purchase under such options.

The Company has no defined benefit or actuarial plans in place for any Named Executive Officers.

There are no compensatory plans or arrangements with respect to any Named Executive Officer resulting from the resignation, retirement or any other termination of employment of the officer’s employment or from a changed of the Name Executive Officer’s responsibilities following a change in control.

David Miller, the President, is under contract to the Company for a period of one year and is paid US$126,000 per year. Patrick Groening, the CFO, is under contract to the Company for three years and is paid $84,000 per year. Mr. Randhawa does not have an employment contract.

DIRECTORS OF THE COMPANY

None of the Directors of the Company have received any cash compensation, directly or indirectly, for their services rendered during the most recently completed financial year of the Company other than the reimbursement of their expenses or as set out elsewhere in this Information Circular (See Interest of Informed Persons).

The Company does not have any non-cash compensation plans for its Directors and it does not propose to pay or distribute any non-cash compensation during the current financial year. During the most recently completed financial year ended December 31, 2005, the Company did not have a pension plan for its Directors, officers or employees.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION
PLANS

The only equity compensation plan which the Company has in place is the Incentive Stock Option Plan which was previously approved by shareholders. The following table sets out, as of the end of the Company’s fiscal year ended December 31, 2005, all required information with respect to compensation plans under which equity securities of the Company are authorized for

issuance:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by securityholders	3,888,000	$1.16	1,687,551
Equity compensation plans not approved by securityholders	nil	Nil	nil
Total	3,888,000	$1.16	1,687,551

INDEBTEDNESS TO COMPANY OF DIRECTORS AND EXECUTIVE OFFICERS

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

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Since January 1, 2005, being the commencement of the Company’s last completed financial year, none of the following persons, except as set out herein and below, has any material interest, direct or indirect, in any transaction or proposed transaction which has materially affected or will materially affect the Company or any of its subsidiaries:

(a)  any director or executive officer of the Company;

(b)  any shareholder holding, directly or indirectly, more than 10% of the voting rights attached to all the shares of the Company; and

(c)  any associate or affiliate of any of the foregoing persons.

During 2005, the Company paid management consulting fees in the amount of $121,600 to a company controlled by Devinder Randhawa, the CEO of the Company. Management consulting fees of $103,998 were paid to a company controlled by a director, Steven Khan, for services provided to the Company. Bob Hemmerling, the Secretary of the Company, received $76,495 for his services. Directors of the Company participated in the financings of the Company by acquiring common shares in the company by way of private placement.

In addition, prior to his appointment _as President of the Company, the Company acquired a significant number of resource properties in the states of New Mexico and Wyoming from David Miller in consideration for 1,600,000 common shares of the Company.

MANAGEMENT CONTRACTS

There are no management functions of the Company or a subsidiary thereof, which are to any substantial degree performed by a person other than the directors or senior officers of the Company or a subsidiary thereof.

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

(a)

Re-affirm Stock Option Plan

During the next year, the Company may grant additional stock options pursuant to its existing Incentive Stock Option Plan (the “Plan”), subject to all necessary regulatory approvals. Under the current policy of the TSX Venture Exchange (the "Exchange"), shareholder approval of the Plan is required on an annual basis. Under the Exchange’s Policy 4.4, governing stock options, all issuers are required to adopt a stock option plan pursuant to which stock options may be granted. The Plan will be limited to not more than 10% of the current issued shares of the Company (subject to certain other limitations as set out in the Plan) and set at the time of any granting of options (on a non-diluted basis). This is constituted as a “rolling” as opposed to a “fixed number” plan. Any previously granted options are governed by the Plan, and if any options granted expire or terminate for any reason without having been exercised in full, the unpurchased shares shall again be available under the Plan.

Options must be issued only on terms acceptable to the Exchange and the Plan complies with the requirements of Exchange Policy 4.4 for Tier 2 issuers.

A copy of the Plan is available for review at the offices of the Company or the registered offices of the Company, at Suite 700 – 595 Howe Street, Vancouver, BC, V6C 2T5 during normal business hours up to and including the date of the Meeting.

The Company is asking shareholders to approve the following resolutions: “BE IT RESOLVED THAT, subject to regulatory approval:

1.

the Company’s stock option plan (the “Plan”) be and it is hereby affirmed and approved;

2.

the board of directors be authorized to grant options under and subject to the terms and conditions of the Plan, which may be exercised to purchase up to 10% of the issued common shares of the Company as at the time of grant;

3.

the directors and officers of the Company be authorized and directed to perform such acts and deeds and things and execute all such documents, agreements and other writings as may be required to give effect to the true intent of these resolutions.”

OTHER MATTERS

The management of the Company is not aware of any other matter to come before the Meeting other than as set forth in the Notice of the Meeting. If any other matter properly comes before the Meeting, it is the intention of the persons named in the enclosed Form of Proxy to vote the shares represented thereby in accordance with their best judgment on such matter.

ADDITIONAL INFORMATION

Additional information relating to the Company is on SEDAR at www.sedar.com. Financial information relating to the Company is provided in the Company’s comparative financial statements and MD&A for the financial year ended December 31, 2005.

Shareholders may contact the Company to request copies of financial statements and MD&A at the following address:

810 – 1708 Dolphin Avenue

Kelowna, BC V1Y 9S4

CERTIFICATE

The content and sending of this information circular has been approved by the Company’s board of directors.

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

Dated as of May 1, 2006

“Devinder Randhawa”

Devinder Randhawa, CEO

EX-20.2

EX-23

DAVIDSON & COMPANY LLP           _{Chartered Accountants}    ^{A Partnership of Incorporated Professionals}           

CONSENT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement on Form 20-F of Strathmore Minerals Corp. of our report dated April 7, 2006 appearing in the Registration Statement, and to the reference of us under the heading "Statement by Experts" in such Registration Statement.

"DAVIDSON & COMPANY LLP"

Vancouver, Canada	Chartered Accountants
March 16, 2007

A Member of SC INTERNATIONAL

1200 - 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, BC, Canada, V7Y 1G6

Telephone (604) 687-0947  Fax (604) 687-6172

EX-99.1

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 1998

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

CONSOLIDATED BALANCE SHEETS

(Expressed in Canadian Dollars)

AS AT DECEMBER 31

		1998	1997
ASSETS
Current
Cash and equivalents		$508,978	$1,120,870
Receivables		4,622	9,419
Prepaid expenses		11,172	23,194
Total current assets		524,772	1,153,483
Property and equipment (Note 3)		123,252	89,312
Mineral properties (Note 4)		765,634	638,099
Deferred exploration costs (Note 5)		926,254	161,744
Other assets (Note 6)		74,086	54,280
Total assets		$2,413,998	$2,096,918
LIABILITIES AND SHAREHOLDERS' EQUITY
Current
Accounts payable and accrued liabilities		$157,822	$67,498
Note payable (Note 7)		185,421	-
Current portion of long-term debt		6,644	6,071
Total current liabilities		349,887	73,569
Long-term debt (Note 8)		23,670	30,314
Total liabilities		373,557	103,883
Shareholders' equity
Capital stock (Note 9)
Authorized
Unlimited	common shares without par value
Issued
3,415,548	split-adjusted common shares (1997 – 2,545,217)	10,037,810	8,675,165
Deficit		(7,997,369)	(6,682,130)
Total shareholders’ equity		2,040,441	1,993,035
Total liabilities and shareholders’ equity		$ 2,413,998	$ 2,096,918

Nature and continuance of operations (Note 1)

On behalf of the Board:
	Director	Director

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

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

(Expressed in Canadian Dollars)

YEAR ENDED DECEMBER 31

	1998	1997
GENERAL AND ADMINISTRATIVE EXPENSES
Advertising	$ 308,400	$ -
Amortization	58,909	31,161
Consulting fees	261,636	142,818
Interest on long-term debt	2,896	-
Management fees	106,812	100,779
Office and miscellaneous	59,683	52,988
Printing	4,865	4,360
Professional fees	97,003	179,667
Promotion	13,648	15,387
Property investigation	-	60,545
Regulatory fees	11,636	12,215
Rent	26,006	21,285
Salaries and benefits	81,064	71,246
Shareholder communications	116,891	95,120
Telephone	21,924	35,719
Trade shows and conferences	130,336	144,078
Transfer agent	2,072	8,142
Travel	43,323	82,836
	(1,347,104)	(1,058,346)
Interest income	31,865	20,573
Write-off of mineral property interests	-	(374,101)
Loss for the year	(1,315,239)	(1,411,874)
Deficit, beginning of year	(6,682,130)	(5,270,256)
Deficit, end of year	$ (7,997,369)	$ (6,682,130)
Basic and diluted loss per share	$ (0.44)	$ (0.70)
Weighted average number of split-adjusted shares outstanding	2,980,383	2,016,498

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

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in Canadian Dollars)

YEAR ENDED DECEMBER 31

	1998	1997
CASH FLOWS FROM OPERATING ACTIVITIES
Loss for the year	$ (1,315,239)	$ (1,411,874)
Items not affecting cash:
Amortization	58,909	31,161
Write-off of mineral property interests	-	374,101
Changes in non-cash working capital items:
Decrease in receivables	4,797	1,481
(Increase) decrease in prepaid expenses	12,022	(21,693)
Increase (decrease) in accounts payable and accrued liabilities	90,324	(49,705)
Net cash used in operating activities	(1,149,187)	(1,076,529)
CASH FLOWS FROM INVESTING ACTIVITIES
Property and equipment	(70,935)	(100,653)
Mineral properties	(88,435)	(533,449)
Deferred exploration costs	(764,510)	(177,221)
Other assets	(41,720)	(67,850)
Net cash used in investing activities	(965,600)	(879,173)

CASH FLOWS FROM FINANCING ACTIVITIES
Special warrants	-	(1,425,913)
Capital stock issued	1,323,545	2,734,248
Increase  in loan payable	185,421	-
Loan proceeds (net)	(6,071)	36,385
Net cash provided by financing activities	1,502,895	1,344,720
Change in cash and equivalents during the year	(611,892)	(610,982)
Cash and equivalents, beginning of year	1,120,870	1,731,852
Cash and equivalents, end of year	$ 508,978	$ 1,120,870
Supplemental disclosure with respect to cash flows
Issuance of capital stock for mineral properties	$ 39,100	$ 240,200
Cash paid during the year for
Interest	$ 2,896	$ -
Income taxes	-	-

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

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 1998

1.

NATURE AND CONTINUANCE OF OPERATIONS

Strathmore Minerals Corp. (the “Company”) is an exploration stage company incorporated under the laws of the Province of British Columbia.

The Company is in the process of exploring its mineral properties and has not yet determined whether these properties contain ore reserves that are economically recoverable.  The recoverability of the amounts shown for mineral properties and related deferred exploration costs is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete their development and upon future profitable production.

2.

SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation

These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Minera Peruran S.A. (incorporated under the laws of Peru), and Strathmore Resources (US) Ltd. (incorporated under the laws of Nevada, USA).  Significant inter-company balances and transactions are eliminated on consolidation.

Use of estimates

The preparation of financial statements in accordance with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the period.  Actual results could differ from these estimates.

Cash and equivalents

Cash is comprised of cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value.

Foreign currency translation

The Company’s subsidiaries are integrated foreign operations and are translated into Canadian dollar equivalents  using the temporal method.  The monetary assets and liabilities of the Company that are denominated in foreign currencies are translated at the rate of exchange at the balance sheet date and non-monetary items are translated at historical rates.  Revenues and expenses are translated at rates approximating those in effect at the time of the transaction.  Exchange gains and losses arising on translation are included in the statement of operations.

Property and equipment

Property and equipment are recorded at cost and amortization is calculated using the declining-balance method at the following annual rates:

Office equipment	20%
Computer equipment	30%
Computer software	50%
Vehicles	30%

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 1998

2.

SIGNIFICANT ACCOUNTING POLICIES (cont'd…)

Other assets

Other assets, being geological databases, are recorded at cost and are being amortized over five years using the straight-line method.

Mineral property interests and deferred exploration costs

The Company records mineral property interests, which consist of the right to explore for mineral deposits, at cost.  The Company records deferred exploration costs, which consist of costs attributable to the exploration of mineral property interests, at cost.  All direct and indirect costs relating to the acquisition and exploration of these mineral property interests are capitalized on the basis of specific claim blocks until the mineral property interests to which they relate are placed into production, the mineral property interests are disposed of through sale or where management has determined there to be an impairment.  If a mineral property interest is abandoned, the mineral property interest and deferred exploration costs will be written off to operations in the period of abandonment.

On an ongoing basis, the capitalized costs are reviewed on a property-by-property basis to consider if there is any impairment on the subject mineral property interest.  Management’s determination for impairment is based on: i) whether the Company’s exploration programs on the mineral property interests have significantly changed, such that previously identified resource targets are no longer being pursued; ii) whether exploration results to date are promising and whether additional exploration work is being planned in the foreseeable future or iii) whether remaining lease terms are insufficient to conduct necessary studies or exploration work.  

The recorded cost of mineral property interests and deferred exploration costs is based on cash paid and the value of share considerations issued for mineral property interest acquisitions and exploration costs incurred.  The recorded amount may not reflect recoverable value as this will be dependent on future development programs, the nature of the mineral deposit, commodity prices, adequate funding and the ability of the Company to bring its projects into production.

Asset retirement obligations

An asset retirement obligation is a legal obligation associated with the retirement of tangible long-lived assets that the Company is required to settle.  The Company recognizes the fair value of a liability for an asset retirement obligation in the year in which it is incurred when a reasonable estimate of fair value can be made.  The carrying amount of the related long-lived asset is increased by the same amount as the liability.  

Flow-through common shares

The 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 Canadian income tax legislation.  Future income taxes related to temporary differences arising on renunciation of expenditures to subscribers are offset against future income tax assets and the difference, if any, is charged to capital stock.

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 1998

2.

SIGNIFICANT ACCOUNTING POLICIES (cont'd…)

Stock-based compensation

The Company has a stock-based compensation plan which is described in Note 10.  No compensation expense is recognized for this plan when stock or stock options are issued to employees.  Any consideration paid by employees on exercise of stock options is credited to capital stock.

Income taxes

Income taxes are recorded using the asset and liability method whereby future tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Future tax assets and liabilities are measured using the enacted or substantively enacted tax rates expected to apply when the asset is realized or the liability settled.  The effect on future tax assets and liabilities of a change in tax rates is recognized in income in the period that substantive enactment or enactment occurs.  To the extent that the Company does not consider it more likely than not that a future tax asset will be recovered, it provides a valuation allowance against the excess.

Loss per share

The Company uses the treasury stock method to compute the dilutive effect of options, warrants and similar instruments.  Under this method the dilutive effect on earnings per share is recognized on the use of the proceeds that could be obtained upon exercise of options, warrants and similar instruments.  It assumes that the proceeds would be used to purchase common shares at the average market price during the period.  For the years presented, this calculation proved to be anti-dilutive.

Basic loss per share is calculated using the split-adjusted weighted average number of shares outstanding during the year.

3.

PROPERTY AND EQUIPMENT

	1998			1997
	Cost	Accumulated Amortization	Net Book Value	Cost	Accumulated Amortization	Net Book Value
Office equipment	$ 34,524	$ 11,496	$ 23,028	$ 24,102	$ 7,042	$ 17,060
Computer equipment	44,212	18,531	25,681	40,499	8,320	32,179
Computer software	5,109	5,109	-	5,109	2,555	2,554
Vehicles	100,940	26,397	74,543	44,140	6,621	37,519
	$ 184,785	$ 61,533	$ 123,252	$ 113,850	$ 24,538	$ 89,312

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 1998

4.

MINERAL PROPERTIES

	1998	1997
San Rafael River properties	$ 232,500	$ 197,125
Hot Rock properties	135,204	100,204
Aurora property	52,897	-
Staked properties	345,033	340,770
	$ 765,634	$ 638,099

Title to mineral property interests involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many mineral property interests.  The Company has investigated title to all of its mineral property interests and, to the best of its knowledge, title to all of its properties are in good standing.

San Rafael River properties

The Company acquired a 100% interest in certain uranium properties in the San Rafael River area of the Green River District, Utah by paying $141,500 (U.S.$100,000) and issuing 14,000 split-adjusted common shares valued at $91,000.  A 5% royalty is payable on all uranium sales.

Hot Rock properties

The Company acquired a 100% interest in certain uranium properties in the White Canyon District, Utah by  paying $30,954 (U.S.$25,000) and issuing 18,952 split-adjusted common shares valued at $104,250 (U.S.$75,000).  The properties are subject to a 4% yellowcake royalty.

Aurora property

The Company acquired an option to purchase a 100% interest in a uranium property in Oregon, paying $48,797 (U.S. $30,000) and issuing 2,000 split-adjusted common shares valued at $4,100. To earn its interest the Company is required to pay an additional U.S.$75,000 by October 16, 2003 and to issue an additional 2,000 split-adjusted common shares by October 16, 2000.  The property is subject to a 2% yellowcake royalty.

Staked properties

The Company acquired, by staking, a 100% interest in certain uranium properties in Utah, Wyoming, South Dakota and Oregon in the U.S.A., and in Peru. During fiscal 1997, the Company abandoned certain staked properties and recorded a loss of $55,600.

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 1998

4.

MINERAL PROPERTIES (cont’d…)

Rio Puerco, Apex - Lowboy properties

During fiscal 1996, the Company acquired an option to purchase a 100% interest in certain uranium properties located in the Rio Puerco area of Sandoval County, New Mexico and in Ladner County, Nevada and, pursuant to the agreement, paid $101,925, issued 20,000 split-adjusted common shares valued at $65,000 and issued 5,000 split-adjusted common shares valued at $16,250 as a finder's fee. During fiscal 1997, the Company issued an additional 20,000 split-adjusted common shares valued at $65,000 and issued 4,600 split-adjusted common shares valued at $14,950 as a finder’s fee. During fiscal 1997 these properties were abandoned and all related costs totalling $318,501, including deferred exploration costs of $55,376, were written-off.

5.

DEFERRED EXPLORATION COSTS

			Total
	U.S.A.	Peru	1998	1997
Balance, beginning of year	$ 161,744	$ -	$ 161,744	$ 39,899
Accommodation and camp costs	-	26,338	26,338	-
Communications	-	16,257	16,257	-
Geological consulting fees	96,978	166,695	263,673	60,356
General expenditures	9,110	42,386	51,496	48,785
Legal fees	-	29,700	29,700	-
Maintenance and claim fees	131,145	16,444	147,589	26,962
Management fees	-	43,200	43,200	-
Report and map preparation	-	14,663	14,663	22,969
Samples	-	73,482	73,482	-
Survey	13,349	-	13,349	-
Transportation	-	33,719	33,719	-
Travel	5,202	45,842	51,044	18,149
Expenditures during the year	255,784	508,726	764,510	177,221
Written-off (Note 4)	-	-	-	(55,376)
	255,784	508,726	764,510	121,845
Balance, end of year	$ 417,528	$ 508,726	$ 926,254	$ 161,744

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 1998

6.

OTHER ASSETS

			Net Book Value
	Cost	Accumulated Amortization	1998	1997
Geological databases	$ 109,570	$ 35,484	$ 74,086	$ 54,280

7.

NOTE PAYABLE

The note is for U.S.$118,309 and is due to the Riverton State Bank in Wyoming, U.S.A.  It is secured by the Company's bank accounts at the Riverton State Bank, bears interest at 8% per annum and is due on January 15, 1999.

8.

LONG-TERM DEBT

	1998	1997
Loan bearing interest at 8½% per annum; principal and interest payments of U.S. $532 per month; secured by a Company vehicle.	$ 30,314	$ 36,385
Less:  current portion	(6,644)	(6,071)
	$ 23,670	$ 30,314

9.

CAPITAL STOCK

During the year ended December 31, 2000, the Company completed a reverse stock split on the basis of 1 new share of common stock for every 5 old shares of common stock outstanding. All per share amounts have been retroactively restated to reflect the reverse stock split.

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 1998

9.

CAPITAL STOCK (cont’d…)

	Number of Shares	Amount
Issued
As at December 31, 1996	1,487,780	$ 5,700,717
For cash – options	60,500	198,925
For cash – warrants	118,055	300,737
For cash – private placements	100,000	803,000
For cash – agents' special warrants	27,170	61,750
For mineral properties	45,712	225,250
For finder's fee	4,600	14,950
For special warrants	660,000	1,369,836
For agents' warrants	41,400	-
As at December 31, 1997	2,545,217	8,675,165
For cash – private placements	731,091	1,187,045
For cash – options	130,000	136,500
For mineral properties	9,240	39,100
As at December 31, 1998	3,415,548	$ 10,037,810

Included in issued capital stock are 75,000 split-adjusted common shares subject to an escrow agreement that may not be transferred, assigned or otherwise dealt with without the consent of the regulatory authorities.

10.

STOCK OPTIONS AND WARRANTS

The Company has a stock option plan whereby, from time to time, at the discretion of the Board of Directors, stock options are granted to directors, officers, employees and certain consultants.  The exercise price of each option is based on the market price of the Company’s common stock at the date of grant less an applicable discount.  The options can be granted for a maximum term of five years with vesting provisions determined by the Board of Directors.

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 1998

10.

STOCK OPTIONS AND WARRANTS (cont’d…)

Split-adjusted stock option and share purchase warrant transactions are summarized as follows:

	Warrants		Stock Options
	Number	Weighted Average Exercise Price	Number	Weighted Average Exercise Price
Outstanding, December 31, 1996	95,455	$    2.50	96,500	$   3.70
Granted	760,000	3.74	160,000	3.50
Exercised	(145,225)	1.81	(60,500)	3.30
Outstanding, December 31, 1997	710,230	3.80	196,000	3.50
Granted	774,202	2.04	148,400	1.40
Exercised	-	-	(130,000)	1.05
Expired/cancelled	(690,230)	3.80	(40,000)	1.05
Outstanding, December 31, 1998	794,202	$    2.08	174,400	$   1.10
Number currently exercisable	794,202	$    2.08	174,400	$   1.10

As at December 31, 1998, the following incentive split-adjusted stock options were outstanding:

Number  of Shares	Exercise Price	Expiry Date
128,400	$ 1.05	August 19, 2000
6,000	2.00	December 11, 2000
40,000	1.05	June 27, 2002

As at December 31, 1998, the following split-adjusted share purchase warrants were outstanding:

Number  of Shares		Exercise Price	Expiry Date
300,000		$ 1.30	November 18, 2000
20,000		3.65	August 13, 1999
474,202		2.13	September 18, 1999
	if not exercised, then at	2.50	September 18, 2000

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 1998

11.

INCOME TAXES

A reconciliation of current income taxes at statutory rates with the reported income taxes is as follows:

	1998	1997
Loss for the year	$ (1,315,239)	$ (1,411,874)
Expected income tax recovery	$ 600,012	$ 644,097
Other items not deductible for income tax purposes	(29,987)	(17,726)
Property investigation	(19,033)	(170,665)
Write-down of mineral property interests and deferred exploration	-	(27,621)
Share issue costs	11,876	11,876
Unrecognized benefits of non-capital losses	(562,868)	(439,961)
Future income tax recovery	$ -	$ -

The significant components of the Company’s future income tax assets are as follows:

	1998	1997
Future income tax assets:
Equipment	$    4,058	$     4,058
Mineral property interests and related exploration expenditures	304,128	304,128
Share issuance costs	28,869	40,745
Non-capital losses available for future periods	1,546,252	1,546,252
	1,883,307	1,895,183
Valuation allowance	(1,883,307)	(1,895,183)
Net future income tax asset	$           -	$            -

The Company has incurred approximately $4,300,000 of operating losses which, if unutilized, will expire through 2005.  Subject to certain restrictions, the Company also has capital losses and resource exploration expenditures available to reduce taxable income of future years.  Future tax benefits which may arise as a result of these losses and resource deductions have not been recognized in these financial statements, as their realization is not judged likely to occur.

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 1998

12.

SEGMENTED INFORMATION

The Company primarily operates in one reportable operating segment, being the exploration of mineral property interests, and considers its loss from operations to relate to this segment.

The Company has mineral property interests located in the USA and Peru and conducts administrative activities from Canada.  The total amount of capital assets attributable to Canada is $48,709 (1997 - $51,793), Peru is $629,164   (1997 - $83,414) and the USA is $1,137,267 (1997 - $753,948).

13.

FINANCIAL INSTRUMENTS

The Company's financial instruments consist of cash and equivalents, receivables, accounts payable and accrued liabilities, note payable and long-term debt. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.  The fair value of these financial instruments approximates their carrying value, unless otherwise noted. The Company is subject to financial risk arising from fluctuations in foreign currency exchange rates. The Company does not use any derivative instruments to reduce its exposure to fluctuations in foreign currency exchange rates.

14.

UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in Canada (“Canadian GAAP”).  Material variations in the accounting principles, practices and methods used in preparing these consolidated financial statements from principles, practices and methods accepted in the United States (“United States GAAP”) are described and quantified below.

Stock-based compensation

Under United States GAAP, Statements of Financial Accounting Standards No. 123, “Accounting for Stock-based Compensation” (“SFAS 123”) recommended, but did not require, companies to establish a fair market value based method of accounting for stock-based compensation plans. The Company has elected to follow the recommendations of SFAS 123 and has chosen to account for stock-based compensation using the fair value based method.

To determine the additional compensation expense that would have resulted from compliance with SFAS No. 123, the Company uses the Black Scholes Option Pricing Model. During fiscal 1998, the Company granted 148,400 (1997 – 160,000) options to employees, consultants and directors. Total stock-based compensation recognized under United States GAAP in the statement of operations during fiscal 1998 was $172,411 (1997 – $238,215). This amount was recorded as additional paid-in capital on the balance sheet under United States GAAP. In determining the fair value of the Company's incentive stock options, the following assumptions were used:

	1998	1997
Risk free interest rate	5.89%	6.08%
Expected life	2 years	2 years
Expected volatility	148.31%	96.5%
Expected dividends	-	-

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 1998

14.

UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (cont’d…)

Stock-based compensation (cont’d…)

The weighted average fair value of stock options granted during fiscal 1998 was $1.16 (1997 - $1.48)

Mineral properties

Mineral property costs and related exploration expenditures are accounted for in accordance with Canadian GAAP as disclosed in Note 2.

For United States GAAP purposes, effective until fiscal 2003, the Company expensed, as incurred, the acquisition and exploration costs relating to unproven mineral property interests. This resulted in a decrease in mineral property interests and deferred exploration costs and a corresponding increase in loss for the year of $892,045 for fiscal 1998 and $576,769 for fiscal 1997. When proven and probable reserves are determined for a property and a feasibility study prepared, subsequent development costs of the property are capitalized.  The capitalized costs of such properties are to be amortized using the unit of production method over the estimated life of the ore body based on proven and probable reserves and are measured periodically for recoverability of carrying values.

Effective for fiscal 2004, the Company has adopted the provisions of EITF 04-02 “Whether Mineral Rights are Tangible or Intangible Assets” which concluded that mineral rights are tangible assets.  Accordingly, the Company capitalizes certain costs related to the acquisition of mineral property interests.  Under United States GAAP, exploration costs on mineral properties prior to the establishment of proven or probable reserves continue to be expensed as incurred.

Loss per share

Under both Canadian GAAP and United States GAAP, basic loss per share is calculated using the weighted average number of common shares outstanding during the year.

Under United States GAAP, the weighted average number of common shares outstanding excludes any shares that remain in escrow, but may be earned out based on the Company incurring a certain amount of exploration and development expenditures.  The weighted average number of shares outstanding under United States GAAP for the years ended December 31, 1998 and 1997 were split-adjusted 2,905,383 and 1,941,498, respectively.  Accordingly, the loss per share for the years ended December 31, 1998 and 1997 was $(0.82) and $(1.15), respectively.

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 1998

14.

UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (cont'd…)

The impact of the above differences between Canadian GAAP and United States GAAP on loss for the year would be as follows:

	Year Ended December 31,
	1998	1997
Loss for the year as reported, Canadian GAAP	$(1,315,239)	$(1,411,874)
Less: Stock-based compensation	(172,411)	(238,215)
Mineral property acquisition costs	(127,535)	(454,924)
Deferred exploration costs	(764,510)	(121,845)
Loss for the year in accordance with United States GAAP	$(2,379,695)	$(2,226,858)
Basic and diluted loss per share, United States GAAP	$        (0.82)	$        (1.15)
Weighted average number of common shares outstanding, United States GAAP	2,905,383	1,941,498

The impact of the above differences between Canadian GAAP and United States GAAP on the balance sheets would be as follows:

	December 31, 1998			December 31, 1997
	Balance, Canadian GAAP	Adjustments	Balance, United States GAAP	Balance, Canadian GAAP	Adjustments	Balance, United States GAAP
Current assets	$524,772	$             -	$524,772	$1,153,483	$           -	$1,153,483
Property and equipment	123,252	-	123,252	89,312	-	89,312
Mineral property   interests	765,634	(765,634)	-	638,099	(638,099)	-
Deferred exploration   costs	926,254	(926,254)	-	161,744	(161,744)	-
Other assets	74,086	-	74,086	54,280	-	54,280
	$2,413,998	$(1,691,888)	$722,110	$2,096,918	$(799,843)	$1,297,075
Total liabilities	$373,557	$             -	$373,557	$103,883	$              -	$103,883
Capital stock	10,037,810	-	10,037,810	8,675,165	-	8,675,165
Additional paid-in Capital	-	468,050	468,050	-	295,639	295,639
Deficit	(7,997,369)	(2,159,938)	(10,157,307)	(6,682,130)	(1,095,482)	(7,777,612)
Shareholders' equity	2,040,441	(1,691,888)	348,553	1,993,035	(799,843)	1,193,192
	$2,413,998	$(1,691,888)	$722,110	$2,096,918	$(799,843)	$1,297,075

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 (Expressed in Canadian Dollars)

DECEMBER 31, 1998

14.

UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (cont'd…)

The impact of the differences between Canadian GAAP and United States GAAP on the statements of cash flows would be as follows:

	1998	1997
Cash flows used in operating activities,
Canadian GAAP	$(1,149,187)	$(1,076,529)
Mineral property interests	(88,435)	(533,449)
Deferred exploration costs	(764,510)	(177,221)
Cash flows used in operating activities, United States GAAP	(2,002,132)	(1,787,199)
Cash flows used in investing activities, Canadian GAAP	(965,600)	(879,173)
Mineral property interests	88,435	533,449
Deferred exploration costs	764,510	177,221
Cash flows used in investing activities, United States GAAP	(112,655)	(168,503)
Cash flows provided by financing activities, Canadian GAAP
and United States GAAP	1,502,895	1,344,720
Change in cash and equivalents during the year	(611,892)	(610,982)
Cash and equivalents, beginning of year	1,120,870	1,731,852
Cash and equivalents, end of year	$    508,978	$1,120,870

15.

RELATED PARTY TRANSACTIONS

The financial statements include transactions with related parties as follows:

a)

The Company paid $106,812 (1997 - $100,779) for management services to a director.

b)

The Company paid $80,554 (1997 - $75,463) for consulting fees to a director or a company controlled by a director.

c)

The Company paid $6,000 (1997 - $32,250) for consulting fees to an officer.

d)

During fiscal 1998, the Company issued Nil (1997 - 4,600) split-adjusted common shares valued at $Nil (1997 - $3.25) per share as a finder's fee, to a director of the Company.

EX-99.2

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2000

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

CONSOLIDATED BALANCE SHEETS

(Expressed in Canadian Dollars)

AS AT DECEMBER 31

	2000	1999
ASSETS
Current
Cash and equivalents	$ 119,207	$ 681
Receivables	1,410	2,402
Prepaid expenses	291	1,023
Total current assets	120,908	4,106
Property and equipment (Note 3)	43,002	69,420
Mineral property interests (Note 4)	177,150	247,631
Deferred exploration costs (Note 5)	696,457	718,895
Other assets (Note 6)	30,258	52,172
Total assets	$ 1,067,775	$ 1,092,224
LIABILITIES AND SHAREHOLDERS' EQUITY
Current
Accounts payable and accrued liabilities	$ 9,574	$ 26,283
Due to related parties	42,613	96,091
Total current liabilities	52,187	122,374
Total liabilities	52,187	122,374
Shareholders' equity
Capital stock (Note 7)
Authorized
Unlimited common shares without par value
Issued
4,149,548 common shares (1999 – 3,989,548)	10,767,430	10,647,430
Subscriptions received in advance (Note 7)	325,000	-
Deficit	(10,076,842)	(9,677,580)
Total shareholders’ equity	1,015,588	969,850
Total liabilities and shareholders’ equity	$ 1,067,775	$ 1,092,224

Nature and continuance of operations (Note 1)

On behalf of the Board:
	Director	Director

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

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT

(Expressed in Canadian Dollars)

YEAR ENDED DECEMBER 31

	2000	1999
GENERAL AND ADMINISTRATIVE EXPENSES
Advertising	$ -	$ 75,941
Amortization	48,332	49,701
Consulting fees	44,476	368,390
Interest and bank charges	16,556	9,531
Management fees	43,280	73,371
Office and miscellaneous	7,476	22,768
Printing	-	4,670
Professional fees	12,436	86,707
Regulatory fees	5,242	12,221
Rent	11,041	29,717
Salaries and benefits	-	53,122
Shareholder communications	30,668	85,879
Telephone	7,575	19,547
Trade shows and conferences	13,276	26,414
Transfer agent	7,516	8,329
Travel and promotion	24,477	10,869
Loss before other items	(272,351)	(937,177)
OTHER ITEMS
Interest income	-	22,382
Gain on sale of mineral property (Note 4)	15,000	-
Gain on settlement of debt	-	99,672
Write-off of mineral property interests (Note 4)	(93,181)	(540,221)
Write-off of deferred exploration costs (Note 5)	(48,730)	(324,867)
Total of other items	(126,911)	(743,034)
Loss for the year	(399,262)	(1,680,211)
Deficit, beginning of year	(9,677,580)	(7,997,369)
Deficit, end of year	$(10,076,842)	$ (9,677,580)
Basic and diluted loss per share	$ (0.10)	$ (0.47)
Weighted average number of split-adjusted common shares outstanding	4,082,882	3,609,368

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

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in Canadian Dollars)

YEAR ENDED DECEMBER 31

	2000	1999
CASH FLOWS FROM OPERATING ACTIVITIES
Loss for the year	$ (399,262)	$ (1,680,211)
Items not affecting cash
Amortization	48,332	49,701
Gain on settlement of debt	-	(99,672)
Write-off of mineral property interests	93,181	540,221
Write-off of deferred exploration costs	48,730	324,867
Changes in non-cash working capital items
Decrease in accounts receivable	992	2,220
Decrease in prepaid expenses	732	10,149
Decrease in accounts payable and accrued liabilities	(16,709)	(31,867)
Net cash used in operating activities	(224,004)	(884,592)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment	-	(2,406)
Mineral property interests	(22,700)	(22,218)
Deferred exploration costs	(26,292)	(117,508)
Net cash used in investing activities	(48,992)	(142,132)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in due to related parties	(53,478)	96,091
Note payable (repayment)	-	(185,421)
Long-term debt (repayment)	-	(1,863)
Subscriptions received in advance	325,000	-
Capital stock issued	120,000	609,620
Net cash provided by financing activities	391,522	518,427
Change in cash and equivalents during the year	118,526	(508,297)
Cash and equivalents, beginning of year	681	508,978
Cash and equivalents, end of year	$ 119,207	$ 681

Supplemental disclosures with respect to cash flows (Note 9)

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

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2000

1.

NATURE AND CONTINUANCE OF OPERATIONS

Strathmore Minerals Corp. (the “Company”) is an exploration stage company incorporated under the laws of the Province of British Columbia. During fiscal 2000, the Company changed its name from Strathmore Resources Ltd. to Strathmore Minerals Corp. and completed a reverse stock split on the basis of 1 new share of common stock for every 5 old shares of common stock outstanding. All share and per share amounts have been retroactively restated to reflect the reverse stock split.

The Company is in the process of exploring its mineral property interests and has not yet determined whether these properties contain ore reserves that are economically recoverable.  The recoverability of the amounts shown for mineral properties and related deferred exploration costs is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete their development and upon future profitable production.

2.

SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation

These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Minera Peruran S.A. (incorporated under the laws of Peru), and Strathmore Resources (US) Ltd. (incorporated under the laws of Nevada, USA).  Significant inter-company balances and transactions are eliminated on consolidation.

Use of estimates

The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the period.  Actual results could differ from these estimates.

Cash and equivalents

Cash is comprised of cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value.

Foreign currency translation

The Company’s subsidiaries are integrated foreign operations and are translated into Canadian dollar equivalents  using the temporal method.  The monetary assets and liabilities of the Company that are denominated in foreign currencies are translated at the rate of exchange at the balance sheet date and non-monetary items are translated at historical rates.  Revenues and expenses are translated at rates approximating those in effect at the time of the transaction.  Exchange gains and losses arising on translation are included in the statement of operations.

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2000

2.

SIGNIFICANT ACCOUNTING POLICIES (cont’d…)

Property and equipment

Property and equipment is recorded at cost and amortization is calculated using the declining-balance method at the following annual rates:

Office equipment	20%
Computer equipment	30%
Vehicles	30%

Other assets

Other assets, being geological databases, are recorded at cost and are being amortized over five years using the straight-line method.

Mineral property interests and deferred exploration costs

The Company records mineral property interests, which consist of the right to explore for mineral deposits, at cost.  The Company records deferred exploration costs, which consist of costs attributable to the exploration of mineral property interests, at cost.  All direct and indirect costs relating to the acquisition and exploration of these mineral property interests are capitalized on the basis of specific claim blocks until the mineral property interests to which they relate are placed into production, the mineral property interests are disposed of through sale or where management has determined there to be an impairment.  If a mineral property interest is abandoned, the mineral property interest and deferred exploration costs will be written off to operations in the period of abandonment.

On an ongoing basis, the capitalized costs are reviewed on a property-by-property basis to consider if there is any impairment on the subject mineral property interest.  Management’s determination for impairment is based on: i) whether the Company’s exploration programs on the mineral property interests has significantly changed, such that previously identified resource targets are no longer being pursued; ii) whether exploration results to date are promising and whether additional exploration work is being planned in the foreseeable future; or iii) whether remaining lease terms are insufficient to conduct necessary studies or exploration work.  As at December 31, 2000 and 1999, management believes that, other than amounts disclosed, no impairment relating to the mineral property interests and deferred exploration costs was required.

The recorded cost of mineral property interests and deferred exploration costs is based on cash paid and the assigned value of share consideration issued for mineral property interest acquisitions and exploration costs incurred.  The recorded amount may not reflect recoverable value as this will be dependent on future development programs, the nature of the mineral deposit, commodity prices, adequate funding and the ability of the Company to bring its projects into production.

Asset retirement obligations

An asset retirement obligation is a legal obligation associated with the retirement of tangible long-lived assets that the Company is required to settle.  The Company recognizes the fair value of a liability for an asset retirement obligation in the year in which it is incurred when a reasonable estimate of fair value can be made.  The carrying amount of the related long-lived asset is increased by the same amount as the liability.  

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2000

2.

SIGNIFICANT ACCOUNTING POLICIES (cont’d…)

Flow-through common shares

The 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 Canadian income tax legislation.  Future income taxes related to temporary differences arising on renunciation of expenditures to subscribers are offset against future income tax assets and the difference, if any, is charged to capital stock.

Stock-based compensation

The Company has a stock-based compensation plan which is described in Note 8.  No compensation expense is recognized for this plan when stock or stock options are issued to employees.  Any consideration paid by employees on exercise of stock options is credited to capital stock.

Income taxes

Income taxes are recorded using the asset and liability method whereby future tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Future tax assets and liabilities are measured using the enacted or substantively enacted tax rates expected to apply when the asset is realized or the liability settled.  The effect on future tax assets and liabilities of a change in tax rates is recognized in income in the period that substantive enactment or enactment occurs.  To the extent that the Company does not consider it more likely than not that a future tax asset will be recovered, it provides a valuation allowance against the excess.

Loss per share

The Company uses the treasury stock method to compute the dilutive effect of options, warrants and similar instruments.  Under this method the dilutive effect on earnings per share is recognized on the use of the proceeds that could be obtained upon exercise of options, warrants and similar instruments.  It assumes that the proceeds would be used to purchase common shares at the average market price during the period.  For the years presented, this calculation proved to be anti-dilutive.

Basic loss per share is calculated using the split-adjusted weighted average number of shares outstanding during the year.

Comparative figures

Certain of the prior years’ comparative figures have been reclassified to conform to the financial statement presentation adopted in the current year.

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2000

3.

PROPERTY AND EQUIPMENT

	2000			1999
	Cost	Accumulated Amortization	Net Book Value	Cost	Accumulated Amortization	Net Book Value
Office equipment	$ 19,634	$ 9,387	$ 10,247	$ 25,820	$ 9,447	$ 16,373
Computer equipment	27,278	18,180	9,098	42,125	22,874	19,251
Vehicles	56,800	33,143	23,657	56,800	23,004	33,796
	$ 103,712	$ 60,710	$ 43,002	$ 124,745	$ 55,325	$ 69,420

4.

MINERAL PROPERTY INTERESTS

	2000	1999
Aurora property	$ 97,815	$ 75,115
Chord property	33,440	33,440
Staked properties, U.S.A.	-	93,181
Staked properties, Peru	45,895	45,895
	$ 177,150	$ 247,631

Title to mineral property interests involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many mineral property interests.  The Company has investigated title to all of its mineral property interests and, to the best of its knowledge, title to all of its properties are in good standing.

Aurora property

The Company acquired an option to purchase a 100% interest in a uranium property in Oregon, paying $93,715 and issuing 2,000 split-adjusted common shares valued at $4,100. To earn its interest the Company is required to pay an additional U.S.$45,000 and to issue an additional 2,000 split-adjusted common shares by October 16, 2003.  The property is subject to a 2% yellowcake royalty.

Chord property

The Company acquired an option to purchase a 100% interest in a uranium property in South Dakota, U.S.A., paying $33,440.  To earn its interest, the Company is required to pay an additional U.S.$90,000 (U.S.$10,000 per year until July 1, 2009).  The property is subject to a 2% gross royalty.

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2000

4.

MINERAL PROPERTY INTERESTS (cont’d…)

Staked properties

The Company acquired by staking, a 100% interest in certain uranium properties in Utah, Wyoming, South Dakota and Oregon in the U.S.A. and in Peru.  During the prior and current years, the Company abandoned its staked U.S.A. properties and all related costs were written-off.

Gain on sale of mineral property

During the current year, the Company received $15,000 for the sale of staked claims in the U.S.A. which had been written-off in 1999.

5.

DEFERRED EXPLORATION COSTS

	2000			1999
	USA	Peru	Total	USA	Peru	Total
Balance, beginning
of year	$ 162,434	$ 556,461	$ 718,895	$ 417,528	$ 508,726	$ 926,254
Geological consulting	-	-	-	26,961	40,000	66,961
General expenditures	-	12,355	12,355	5,271	7,735	13,006
Maintenance and claim fees	12,436	1,501	13,937	37,541	-	37,541
Expenditures during  the year	12,436	13,856	26,292	69,773	47,735	117,508
Write-offs	(48,730)	-	(48,730)	(324,867)	-	(324,867)
	(36,294)	13,856	(22,438)	(255,094)	47,735	(207,359)
Balance, end of year	$ 126,140	$ 570,317	$ 696,457	$ 162,434	$ 556,461	$ 718,895

6.

OTHER ASSETS

		Accumulated	Net Book Value
	Cost	Amortization	2000	1999
Geological databases	$ 109,570	$ 79,312	$ 30,258	$ 52,172

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2000

7.

CAPITAL STOCK

During the year ended December 31, 2000, the Company completed a reverse stock split on the basis of 1 new share of common stock for every 5 old shares of common stock outstanding. All share and per share amounts have been retroactively restated to reflect the reverse stock split.

	Number of Shares	Amount
Issued
As at December 31, 1998	3,415,548	$ 10,037,810
For cash – private placement	262,400	262,400
For cash – stock options	60,400	63,420
For cash – warrants	251,200	283,800
As at December 31, 1999	3,989,548	10,647,430
For cash – private placement	160,000	120,000
As at December 31, 2000	4,149,548	$ 10,767,430

Included in issued capital stock are 75,000 split-adjusted common shares subject to an escrow agreement that may not be transferred, assigned or otherwise dealt with without the consent of the regulatory authorities.

Subscriptions received in advance

Subsequent to December 31, 2000, the Company issued 1,620,000 units for total proceeds of $414,600 ($325,000 received prior to year end) pursuant to a private placement.  Each unit consisted of one common share and one share purchase warrant.  Of the warrants, 1,300,000 enable the holders to acquire 1,300,000 additional common shares at $0.30 per share for two years and 320,000 enable the holders to acquire 320,000 additional common shares at $0.38 per share for two years.  A finder's fee of 32,000 units was paid.  Each unit consisted of one common share and one share purchase warrant enabling the holder to acquire one additional common share at $0.38 per share for two years.

8.

STOCK OPTIONS AND WARRANTS

Stock options

The Company has a stock option plan whereby, from time to time, at the discretion of the Board of Directors, stock options are granted to directors, officers, employees and certain consultants.  The exercise price of each option is based on the market price of the Company’s common stock at the date of grant less an applicable discount.  The options can be granted for a maximum term of five years with vesting provisions determined by the Board of Directors.

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2000

8.

STOCK OPTIONS AND WARRANTS (cont’d…)

Stock options (cont’d…)

Split-adjusted stock option transactions and the number of split-adjusted stock options outstanding are summarized as follows:

	Number of Options	Weighted Average Exercise Price
Outstanding, December 31, 1998	174,400	$     1.10
Granted	258,000	1.10
Exercised	(60,400)	1.05
Expired/cancelled	-	-
Outstanding, December 31, 1999	372,000	1.10
Granted	-	-
Exercised	-	-
Expired/cancelled	(372,000)	1.10
Outstanding, December 31, 2000	-	-
Number of options currently exercisable	-	$       -

Warrants

Warrant transactions and the number of split-adjusted warrants outstanding are summarized as follows:

	Number of Warrants	Weighted Average Exercise Price
Outstanding, December 31, 1998	794,202	$    2.08
Granted	-	-
Exercised	(251,200)	1.10
Expired/cancelled	(20,000)	3.65
Outstanding, December 31, 1999	523,002	2.40
Granted	-	-
Exercised	-	-
Expired/cancelled	(523,002)	2.40
Outstanding, December 31, 2000	-	$      -
Number of warrants currently exercisable	-	$      -

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2000

9.

SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS

	2000	1999
Cash paid during the period for
Interest	$ 15,143	$ 6,282
Income taxes	-	-

There were no significant non-cash transactions during the year ended December 31, 2000.

During the year ended December 31, 1999, the Company settled long-term debt totalling $28,451 by assigning a Company vehicle.

10.

RELATED PARTY TRANSACTIONS

The financial statements include transactions with related parties as follows:

a)

The Company paid or accrued $43,280 (1999 - $73,371) for management services to a director.

b)

The Company paid or accrued $44,476 (1999 - $67,249) for consulting fees to a director or a company controlled by a director.

c)

Pursuant to a private placement, the Company issued 160,000 split-adjusted common shares to a director and a company controlled by a director for total proceeds of $120,000.

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

Amounts due to related parties are unsecured, non-interest bearing and have no specific repayment terms.

11.

INCOME TAXES

A reconciliation of current income taxes at statutory rates with the reported income taxes is as follows:

	2000	1999
Loss for the year	$ (399,262)	$ (1,680,211)
Expected income tax recovery	$ 182,143	$ 766,512
Write-down of mineral property interests and deferred   exploration	(57,897)	(394,653)
Unrecognized benefits of non-capital losses	(124,246)	(371,859)
Future income tax recovery	$ -	$ -

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2000

11.

INCOME TAXES (cont’d…)

The significant components of the Company’s future income tax assets are as follows:

	2000	1999
Future income tax assets:
Equipment	$ 65,779	$ 53,727
Mineral property interests and related   exploration expenditures	475,765	411,025
Other assets	38,561	53,557
Operating losses available for future periods	2,270,186	2,284,181
Capital losses available	125,730	125,730
	2,976,021	2,928,220
Valuation allowance	(2,976,021)	(2,928,220)
Net future income tax asset	$ -	$ -

The Company has incurred approximately $5,000,000 of operating losses which, if unutilized, will expire through 2007.  Subject to certain restrictions, the Company also has capital losses and resource exploration expenditures available to reduce taxable income of future years.  Future tax benefits which may arise as a result of these losses and resource deductions have not been recognized in these financial statements, as their realization is not judged likely to occur.

12.

SEGMENTED INFORMATION

The Company primarily operates in one reportable operating segment, being the exploration of mineral property interests, and considers its loss from operations for fiscal years 2000 and 1999 to relate to this segment.

The Company has mineral property interests located in the USA and Peru and conducts administrative activities from Canada.  The total amount of capital assets attributable to Canada is $19,345 (1999 - $35,624), Peru is $639,869 (1999 - $636,152) and the USA is $257,395 (1999 - $364,170).

13.

FINANCIAL INSTRUMENTS

The Company's financial instruments consist of cash and equivalents, receivables, due to related parties, accounts payable and accrued liabilities.  Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.  The fair value of these financial instruments approximates their carrying values, unless otherwise noted.

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2000

14.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED

ACCOUNTING PRINCIPLES

These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in Canada (“Canadian GAAP”).  Material variations in the accounting principles, practices and methods used in preparing these consolidated financial statements from principles, practices and methods accepted in the United States (“United States GAAP”) are described and quantified below.

Stock-based compensation

Under United States GAAP, Statements of Financial Accounting Standards No. 123, “Accounting for Stock-based Compensation” (“SFAS 123”) recommended, but did not require, companies to establish a fair market value based method of accounting for stock-based compensation plans. The Company has elected to follow the recommendations of SFAS 123 and has chosen to account for stock-based compensation using the fair value based method.

To determine the additional compensation expense that would have resulted from compliance with SFAS No. 123, the Company uses the Black Scholes Option Pricing Model. During fiscal 1998, the Company granted 148,400 (1997 – 160,000) options to employees, consultants and directors. Total stock-based compensation recognized under United States GAAP in the statement of operations during fiscal 1998 was $172,411 (1997 – $238,215). This amount was recorded as additional paid-in capital on the balance sheet under United States GAAP. In determining the fair value of the Company's incentive stock options, the following assumptions were used:

	2000	1999
Risk free interest rate	-	5.6%
Expected life	-	2 years
Expected volatility	-	67%
Expected dividends	-	-

Mineral properties

Mineral property costs and related exploration expenditures are accounted for in accordance with Canadian GAAP as disclosed in Note 2.

For United States GAAP purposes, effective until fiscal 2003, the Company expensed, as incurred, the acquisition and exploration costs relating to unproven mineral property interests. This resulted in a decrease in mineral property interests and deferred exploration costs and a corresponding increase in loss for the year of $892,045 for fiscal 1998 and $576,769 for fiscal 1997. When proven and probable reserves are determined for a property and a feasibility study prepared, subsequent development costs of the property are capitalized.  The capitalized costs of such properties are to be amortized using the unit of production method over the estimated life of the ore body based on proven and probable reserves and are measured periodically for recoverability of carrying values.

Effective for fiscal 2004, the Company has adopted the provisions of EITF 04-02 “Whether Mineral Rights are Tangible or Intangible Assets” which concluded that mineral rights are tangible assets.  Accordingly, the Company capitalizes certain costs related to the acquisition of mineral property interests.  Under United States GAAP, exploration costs on mineral properties prior to the establishment of proven or probable reserves continue to be expensed as incurred.

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2000

14.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED

ACCOUNTING PRINCIPLES (cont’d…)

Loss per share

Under both Canadian GAAP and United States GAAP, basic loss per share is calculated using the weighted average number of common shares outstanding during the year.

Under United States GAAP, the weighted average number of common shares outstanding excludes any shares that remain in escrow, but may be earned out based on the Company incurring a certain amount of exploration and development expenditures.  The weighted average number of shares outstanding under United States GAAP for the years ended December 31, 2000 and 1999 were 4,007,882 and 3,534,368, respectively.  Accordingly, the loss per share for the years ended December 31, 2000 and 1999 was $(0.08) and $(0.30), respectively.

The impact of the differences between Canadian GAAP and United States GAAP on the consolidated balance sheets would be as follows:

	2000			1999
	Balance, Canadian GAAP	Adjustments	Balance, United States GAAP	Balance, Canadian GAAP	Adjustments	Balance, United States GAAP
Current assets	$120,908	$             -	$120,908	$    4,106	$             -	$4,106
Property and equipment	43,002	-	43,002	69,420	-	69,420
Mineral property interests	177,150	(177,150)	-	247,631	(247,631)	-
Deferred exploration costs	696,457	(696,457)	-	718,895	(718,895)	-
Other assets	30,258	-	30,258	52,172	-	52,172
	$1,067,775	$(873,607)	$194,168	$1,092,224	$(966,526)	$125,698
Total liabilities	$52,187	$              -	$52,187	$122,374	$              -	$122,374
Capital stock	10,767,430	-	10,767,430	10,647,430	-	10,647,430
Subscriptions received	325,000	-	325,000	-	-	-
Additional paid-in capital	-	569,619	569,619	-	569,619	569,619
Deficit	(10,076,842)	(1,443,226)	(11,520,068)	(9,677,580)	(1,536,145)	(11,213,725)
Shareholders' equity	1,015,588	(873,607)	141,981	969,850	(966,526)	3,324
	$1,067,775	$(873,607)	$194,168	$1,092,224	$(966,526)	$125,698

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2000

14.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED

ACCOUNTING PRINCIPLES (cont’d…)

The impact of the differences between Canadian GAAP and United States GAAP on the consolidated statements of operations would be as follows:

	2000	1999
Loss for the year, Canadian GAAP	$(399,262)	$(1,680,211)
Adjustments:
Stock-based compensation	-	(101,569)
Mineral property interests	(22,700)	(22,218)
Deferred exploration costs	(26,292)	(117,508)
Write-off of mineral property interests, expensed in prior years for United States GAAP	93,181	540,221
Write-off of deferred exploration costs, expensed in prior years for United States GAAP	48,730	324,867
Loss for the year, United States GAAP	$(306,343)	$(1,056,418)
Basic and diluted loss per share, United States GAAP	$      (0.08)	$         (0.30)
Weighted average number of common shares outstanding, United States GAAP	4,007,882	3,534,368

The impact of the differences between Canadian GAAP and United States GAAP on the consolidated statements of cash flows would be as follows:

	2000	1999
Cash flows used in operating activities, Canadian GAAP	$ (224,004)	$(884,592)
Mineral property interests	(22,700)	(22,218)
Deferred exploration costs	(26,292)	(117,508)
Cash flows used in operating activities, United States GAAP	(272,996)	(1,024,318)
Cash flows used in investing activities, Canadian GAAP	(48,992)	(142,132)
Mineral property interests	22,700	22,218
Deferred exploration costs	26,292	117,508
Cash flows used in investing activities, United States GAAP	-	(2,406)
Cash flows provided by financing activities, Canadian GAAP
and United States GAAP	391,522	518,427
Change in cash and equivalents during the year	118,526	(508,297)
Cash and equivalents, beginning of year	681	508,978
Cash and equivalents, end of year	$  119,207	$          681

EX-99.3

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2002

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

CONSOLIDATED BALANCE SHEETS

(Expressed in Canadian Dollars)

AS AT DECEMBER 31

	2002	2001
ASSETS
Current
Cash	$ 11,784	$ 4,388
Receivables	4,913	1,742
Prepaid expenses	2,930	531
Total current assets	19,627	6,661
Property and equipment (Note 3)	7,690	26,677
Mineral property interests (Note 4)	48,640	215,755
Deferred exploration costs (Note 5)	60,008	760,312
Other assets (Note 6)	-	8,344
Total assets	$ 135,965	$ 1,017,749
LIABILITIES AND SHAREHOLDERS' EQUITY
Current
Accounts payable and accrued liabilities	$ 11,580	$ 7,614
Due to related parties (Note 9)	38,647	85,697
Total liabilities	50,227	93,311
Shareholders' equity
Capital stock (Note 7)
Authorized
Unlimited common shares without par value
Issued and outstanding
8,046,548 common shares (2001 – 5,801,548)	11,612,230	11,182,030
Subscription received in advance	-	110,000
Deficit	(11,526,492)	(10,367,592)
Total shareholders’ equity	85,738	924,438
Total liabilities and shareholders’ equity	$ 135,965	$ 1,017,749

Nature and continuance of operations (Note 1)

On behalf of the Board:
	Director	Director

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

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT

(Expressed in Canadian Dollars)

YEAR ENDED DECEMBER 31

	2002	2001
GENERAL AND ADMINISTRATIVE EXPENSES
Amortization	$ 27,331	$ 38,480
Consulting fees (Note 9)	54,551	46,311
Management fees (Note 9)	14,979	74,937
Office and miscellaneous	26,624	18,411
Professional fees (Note 9)	32,468	37,797
Regulatory fees	4,253	7,771
Rent (Note 9)	10,875	23,297
Shareholder communications (Note 9)	24,715	24,427
Telephone	7,160	5,744
Trade shows and conferences	17,431	-
Transfer agent	3,929	6,379
Travel and promotion	15,146	7,196
Loss before other items	(239,462)	(290,750)
OTHER ITEMS
Write-off of mineral property interests (Note 4)	(215,315)	-
Write-off of deferred exploration costs (Note 5)	(704,123)	-
Total of other items	(919,438)	-
Loss for the year	(1,158,900)	(290,750)
Deficit, beginning of year	(10,367,592)	(10,076,842)
Deficit, end of year	$ (11,526,492)	$ (10,367,592)
Basic and diluted loss per share	$ (0.17)	$ (0.05)
Weighted average number of shares outstanding	6,961,127	5,629,559

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

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in Canadian Dollars)

YEAR ENDED DECEMBER 31

	2002	2001
CASH FLOWS FROM OPERATING ACTIVITIES
Loss for the year	$ (1,158,900)	$ (290,750)
Items not affecting cash:
Amortization	27,331	38,480
Write-off of mineral property interests	215,315	-
Write-off of deferred exploration costs	704,123	-
Changes in non-cash working capital items:
Increase in receivables	(3,171)	(332)
Increase in prepaid expenses	(2,399)	(240)
Increase (decrease) in accounts payable and accrued liabilities	3,966	(1,960)
Net cash used in operating activities	(213,735)	(254,802)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment	-	(241)
Mineral property costs	(35,000)	(38,605)
Deferred exploration costs	(3,819)	(63,855)
Net cash used in investing activities	(38,819)	(102,701)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in due to related parties	(47,050)	43,084
Capital stock issued, net of share issuance costs	307,000	89,600
Subscriptions received in advance	-	110,000
Net cash provided by financing activities	259,950	242,684
Change in cash during the year	7,396	(114,819)
Cash, beginning of year	4,388	119,207
Cash, end of year	$ 11,784	$ 4,388

Supplemental disclosure with respect to cash flows (Note 8)

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

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2002

1.

NATURE AND CONTINUANCE OF OPERATIONS

Strathmore Minerals Corp. (the “Company”) is an exploration stage company incorporated under the laws of the Province of British Columbia.

The Company is in the process of exploring its mineral property interests and has not yet determined whether these properties contain ore reserves that are economically recoverable.  The recoverability of the amounts shown for mineral property interests and related deferred exploration costs is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete their development and upon future profitable production.

2.

SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation

These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Minera Peruran S.A. (incorporated under the laws of Peru), and Strathmore Resources (US) Ltd. (incorporated under the laws of Nevada, USA).  Significant inter-company balances and transactions are eliminated on consolidation.

Use of estimates

The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the period.  Actual results could differ from these estimates.

Cash and equivalents

Cash is comprised of cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value.

Foreign currency translation

The Company’s subsidiaries are integrated foreign operations and are translated into Canadian dollar equivalents  using the temporal method.  The monetary assets and liabilities of the Company that are denominated in foreign currencies are translated at the rate of exchange at the balance sheet date and non-monetary items are translated at historical rates.  Revenues and expenses are translated at rates approximating those in effect at the time of the transaction.  Exchange gains and losses arising on translation are included in the statement of operations.

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2002

2.

SIGNIFICANT ACCOUNTING POLICIES (cont'd...)

Property and equipment

Property and equipment is recorded at cost and amortization is calculated using the declining-balance method at the following annual rates:

Office equipment	20%
Computer equipment	30%
Vehicles	30%

Other assets

Other assets, being geological databases, are recorded at cost and are being amortized over five years using the straight-line method.

Mineral property interests and deferred exploration costs

The Company records mineral property interests, which consist of the right to explore for mineral deposits, at cost.  The Company records deferred exploration costs, which consist of costs attributable to the exploration of mineral property interests, at cost.  All direct and indirect costs relating to the acquisition and exploration of these mineral property interests are capitalized on the basis of specific claim blocks until the mineral property interests to which they relate are placed into production, the mineral property interests are disposed of through sale or where management has determined there to be an impairment.  If a mineral property interest is abandoned, the mineral property interest and deferred exploration costs will be written off to operations in the period of abandonment.

On an ongoing basis, the capitalized costs are reviewed on a property-by-property basis to consider if there is any impairment on the subject mineral property interest.  Management’s determination for impairment is based on: i) whether the Company’s exploration programs on the mineral property interests has significantly changed, such that previously identified resource targets are no longer being pursued; ii) whether exploration results to date are promising and whether additional exploration work is being planned in the foreseeable future or iii) whether remaining lease terms are insufficient to conduct necessary studies or exploration work.  As at December 31, 2002 and 2001, management believes that, other than amounts disclosed, no impairment relating to the mineral property interests and deferred exploration costs was required.

The recorded cost of mineral property interests and deferred exploration costs is based on cash paid and the assigned value of share consideration issued for mineral property interest acquisitions and exploration costs incurred.  The recorded amount may not reflect recoverable value as this will be dependent on future development programs, the nature of the mineral deposit, commodity prices, adequate funding and the ability of the Company to bring its projects into production.

Asset retirement obligations

An asset retirement obligation is a legal obligation associated with the retirement of tangible long-lived assets that the Company is required to settle.  The Company recognizes the fair value of a liability for an asset retirement obligation in the year in which it is incurred when a reasonable estimate of fair value can be made.  The carrying amount of the related long-lived asset is increased by the same amount as the liability.  

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2002

2.

SIGNIFICANT ACCOUNTING POLICIES (cont'd...)

Flow-through common shares

The 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 Canadian income tax legislation.  Future income taxes related to temporary differences arising on renunciation of expenditures to subscribers are offset against future income tax assets and the difference, if any, is charged to capital stock.

Stock-based compensation

Effective January 1, 2002, the Company adopted the new CICA Handbook Section 3870, "Stock-Based Compensation and Other Stock-Based Payments", which recommends that stock options granted to employees and non-employees be accounted for at fair value.  This section also permits, and the Company adopted, the use of the intrinsic value-based method for valuing stock options granted to employees.  Under this method, compensation cost for options granted to employees is recognized only when the market price exceeds the exercise price at date of grant.  However, pro-forma disclosure of loss per share as if the fair value method had been adopted is required.

Income taxes

Income taxes are recorded using the asset and liability method whereby future tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Future tax assets and liabilities are measured using the enacted or substantively enacted tax rates expected to apply when the asset is realized or the liability settled.  The effect on future tax assets and liabilities of a change in tax rates is recognized in income in the period that substantive enactment or enactment occurs.  To the extent that the Company does not consider it more likely than not that a future tax asset will be recovered, it provides a valuation allowance against the excess.

Loss per share

The Company uses the treasury stock method to compute the dilutive effect of options, warrants and similar instruments.  Under this method the dilutive effect on earnings per share is recognized on the use of the proceeds that could be obtained upon exercise of options, warrants and similar instruments.  It assumes that the proceeds would be used to purchase common shares at the average market price during the period.  For the years presented, this calculation proved to be anti-dilutive.

Basic loss per share is calculated using the weighted average number of shares outstanding during the year.

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2002

3.

PROPERTY AND EQUIPMENT

		2002			2001
	Cost	Accumulated Amortization	Net Book Value	Cost	Accumulated Amortization	Net Book Value
Office equipment	$ 13,555	$ 8,688	$ 4,867	$ 13,555	$ 7,471	$ 6,084
Computer equipment	15,833	13,010	2,823	15,833	11,800	4,033
Vehicles	56,800	56,800	-	56,800	40,240	16,560
	$ 86,188	$ 78,498	$ 7,690	$ 86,188	$ 59,511	$ 26,677

4.

MINERAL PROPERTY INTERESTS

	2002	2001
Aurora property, USA	$            -	$ 121,220
Chord property, USA	48,640	48,640
Staked properties, Peru	-	45,895
	$  48,640	$ 215,755

Title to mineral property interests involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many mineral property interests.  The Company has investigated title to all of its mineral property interests and, to the best of its knowledge, title to all of its properties are in good standing.

Aurora property, USA

The Company acquired an option to purchase a 100% interest in a uranium property located in Oregon, USA, by paying $117,120 and issuing 10,000 commons shares valued at $4,100.  To earn its interest, the Company is required to pay an additional US$30,000 and issue an additional 10,000 common shares by October 16, 2003.  The property is subject to a 2% yellowcake royalty.  During fiscal 2002, the property was abandoned and all related costs were written-off.

Chord property, USA

The Company acquired an option to purchase a 100% interest in a uranium property located in South Dakota, USA, by paying $48,640.  To earn its interest, the Company is required to pay an additional US$80,000 (US$10,000 per year until July 1, 2009).  Subsequent to the year ended December 31, 2002, the Company amended the option agreement to allow the Company to issue 50,000 common shares per year or pay cash of US$10,000 per year to earn the interest.  The property is subject to a 2% gross royalty.

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2002

4.

MINERAL PROPERTY INTERESTS (cont’d…)

Staked properties, Peru

The Company acquired, by staking, a 100% interest in certain uranium properties in Peru.  During fiscal 2002, the claims were allowed to lapse and all related costs were written-off.

Wemindji East and Portage West properties, Canada

During fiscal 2002, the Company entered into letters of intent to acquire options on the Wemindji East and Portage West properties located in Quebec, Canada. The Company advanced $35,000 and issued 100,000 common shares pursuant to the agreements.  The Company also issued 60,000 common shares valued at $13,200 as a finder’s fee. The option agreements did not complete and, accordingly, acquisition costs of $48,200 were written-off to operations in fiscal 2002. The 100,000 common shares issued for the property were returned to treasury in fiscal 2003 (Note 7).

5.

DEFERRED EXPLORATION COSTS

		2002			2001
	USA	Peru	Total	USA	Peru	Total
Balance, beginning
of year	$ 155,069	$ 605,243	$ 760,312	$ 126,140	$ 570,317	$ 696,457
General expenditures	3,819	-	3,819	-	4,992	4,992
Maintenance and claim fees	-	-	-	28,929	29,934	58,863
	3,819	-	3,819	28,929	34,926	63,855
Write-offs	(98,880)	(605,243)	(704,123)	-	-	-
	(95,061)	(605,243)	(700,304)	28,929	34,926	63,855
Balance, end of year	$ 60,008	$ -	$ 60,008	$ 155,069	$ 605,243	$ 760,312

6.

OTHER ASSETS

	2002			2001
	Cost	Accumulated Amortization	Net Book Value	Cost	Accumulated Amortization	Net Book Value
Database	$ 41,720	41,720	$ -	$ 41,720	$ 33,376	$ 8,344

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2002

7.

CAPITAL STOCK

	Number of Shares	Amount
Issued
As at December 31, 2000	4,149,548	$ 10,767,430
Private placements	1,620,000	414,600
Finder’s fee for private placement	32,000	-
As at December 31, 2001	5,801,548	11,182,030
Private placements	2,085,000	417,000
Finder’s fee on mineral property acquisition	60,000	13,200
	7,946,548	11,612,230
Shares issued on mineral property acquisition
To be returned to treasury (Note 4)	100,000	-
As at December 31, 2002	8,046,548	$ 11,612,230

During fiscal 2002, the Company issued 550,000 common shares pursuant to a private placement and reclassified the proceeds of $110,000, which had been received during fiscal 2001, into capital stock.

Included in issued capital stock are 75,000 split-adjusted common shares subject to an escrow agreement that may not be transferred, assigned or otherwise dealt with without the consent of the regulatory authorities.

Stock options

The Company has a stock option plan whereby, from time to time, at the discretion of the Board of Directors, stock options are granted to directors, officers, employees and certain consultants.  The exercise price of each option is based on the market price of the Company’s common stock at the date of grant less an applicable discount.  The options can be granted for a maximum term of five years with vesting provisions determined by the Board of Directors.

As at December 31, 2002, the following incentive stock options and warrants were outstanding:

	Number of Shares	Exercise Price	Expiry Date
Options	550,000	$  0.25	March 20, 2003
Warrants	1,535,000	0.25	June 3, 2004

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2002

7.

CAPITAL STOCK (cont’d…)

Stock options (cont’d…)

Stock option transactions are summarized as follows:

	Number Of Options	Weighted Average Exercise Price
Outstanding, December 31, 2000	-	$           -
Granted	550,000	0.25
Outstanding, December 31, 2002 and 2001	550,000	$     0.25
Number of options currently exercisable	550,000	$     0.25

Warrants

Warrant transactions and the number of warrants outstanding are summarized as follows:

	Number of Warrants	Weighted Average Exercise Price
Outstanding, December 31, 2000	-	$        -
Granted	1,652,000	0.32
Exercised	-	-
Expired/cancelled	-	-
Outstanding, December 31, 2001	1,652,000	0.32
Granted	1,535,000	0.25
Exercised	-	-
Expired/cancelled	(1,652,000)	0.32
Outstanding, December 31, 2002	1,535,000	$   0.25
Number of warrants currently exercisable	1,535,000	$   0.25

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2002

8.

SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

	2002	2001
Cash paid during the year for interest	$ 743	$ -
Cash paid during the year for income taxes	$ -	$ -

During the year ended December 31, 2002, the Company issued 60,000 common shares valued at $13,200 as a finder’s fee on the acquisition of mineral property interests and issued 550,000 common shares pursuant to a private placement for proceeds of $110,000 which were received in fiscal 2001.

During the year ended December 31, 2001, the Company issued 32,000 common shares as a finder’s fee payment on a private placement.

9.

RELATED PARTY TRANSACTIONS

The Company entered into transactions with related parties as follows:

a)

Paid or accrued $14,979 (2001 - $74,937) for management services to a director.

b)

Paid or accrued $47,115 (2001 - $46,311) for consulting fees to a company controlled by a director.

c)

Paid or accrued $3,829 (2001 - $17,273) for rent to a director.

d)

Paid or accrued $18,992 (2001 - $14,000) for shareholder communications to a director.

a)

Paid or accrued $743 (2001 - $Nil) in interest to a company controlled by a director.

f)  Paid or accrued $1,608 (2001 - $Nil) for professional fees to the secretary of the Company.

g)

Pursuant to private placements, 1,000,000 (2001 – 1,050,000) common shares were issued to directors and a company controlled by a director for total proceeds of  $200,000 (2001 - $272,100).

Amounts due to related parties are, non-interest bearing and have no specific repayment terms.

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

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2002

10.

INCOME TAXES

A reconciliation of current income taxes at statutory rates with the reported income taxes is as follows:

	2002	2001
Loss for the year	$ (1,158,900)	$ (290,750)
Expected income tax recovery	$ 458,924	$ 129,675
Other items for non-deductible income tax purposes	(10,823)	(17,162)
Write-down of mineral property interests and deferred   exploration	(364,098)	-
Unrecognized benefits of non-capital losses	(84,003)	(112,513)
Future income tax recovery	$ -	$ -

The significant components of the Company’s future income tax assets are as follows:

	2002	2001
Future income tax assets:
Equipment	$ 29,630	$ 38,273
Mineral property interests and related   exploration expenditures	926,726	689,186
Other assets	22,560	23,039
Non-capital losses available for future periods	1,545,563	1,900,776
	2,524,479	2,651,274
Valuation allowance	(2,524,479)	(2,651,274)
Net future income tax asset	$ -	$ -

The Company has incurred approximately $4,110,000 of non-capital losses which, if unutilized, will expire through 2009.  Subject to certain restrictions, the Company also has capital losses of $368,000 and resource exploration expenditures of approximately $2,573,000 available to reduce taxable income for future years.  Future tax benefits which may arise as a result of these losses and resources deductions have not been recognized in these financial statements and have been offset by a valuation allowance.

11.

SEGMENTED INFORMATION

The Company primarily operates in one reportable operating segment, being the exploration of mineral property interests, and considers its loss from operations for fiscal years 2002 and 2001 to relate to this segment.

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2002

11.

SEGMENTED INFORMATION (cont’d…)

The Company has mineral property interests located in the United States and conducts administrative activities from Canada.  During the prior year, the Company had a mineral property interest located in Peru.  The total amount of capital assets attributable to Canada is $7,690 (2001 - $10,117), Peru is $Nil (2001 - $667,698) and the USA is $108,648 (2001 - $324,929).

12.

FINANCIAL INSTRUMENTS

The Company's financial instruments consist of cash, receivables, accounts payable and accrued liabilities and due to related parties.  Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.  The fair value of these financial instruments approximates their carrying value, unless otherwise noted.

13.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED

ACCOUNTING PRINCIPLES

These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in Canada (“Canadian GAAP”).  Material variations in the accounting principles, practices and methods used in preparing these consolidated financial statements from principles, practices and methods accepted in the United States (“United States GAAP”) are described and quantified below.

Stock-based compensation

Under United States GAAP, Statements of Financial Accounting Standards No. 123, “Accounting for Stock-based Compensation” (“SFAS 123”) recommended, but did not require, companies to establish a fair market value based method of accounting for stock-based compensation plans. The Company has elected to follow the recommendations of SFAS 123 and has chosen to account for stock-based compensation using the fair value based method.

.

Under Canadian GAAP, the reporting of stock-based compensation expense in the Company’s financial statements was not required for the year ended December 31, 2001.  New accounting and disclosure standards were introduced under Canadian GAAP (Note 2) for fiscal 2002, however, there were no options granted during fiscal 2002. Accordingly, there is no difference between Canadian GAAP and United States GAAP in the accounting for stock-based compensation for the year ended December 31, 2002.

To determine the additional compensation expense that would have resulted from compliance with SFAS No. 123 for the fiscal year ended December 31, 2001, the Company uses the Black Scholes Option Pricing Model.  During the year ended December 31, 2001, the Company granted 550,000 options to employees, consultants and directors.  Total stock-based compensation recognized under US GAAP in the statement of operations during the year was $104,181.  This amount was recorded as additional paid-in capital on the balance sheet under US GAAP. In determining the fair value of the Company's incentive stock options, the following assumptions were used:

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2002

13.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED

ACCOUNTING PRINCIPLES

Stock-based compensation (cont’d…)

	2002	2001
Risk free interest rate	-	4.54%
Expected life	-	2 years
Expected volatility	-	90.97%
Expected dividends	-	-

Mineral properties

Mineral property costs and related exploration expenditures are accounted for in accordance with Canadian GAAP as disclosed in Note 2.

For United States GAAP purposes, effective until fiscal 2003, the Company expensed, as incurred, the acquisition and exploration costs relating to unproven mineral property interests. This resulted in a decrease in mineral property interests and deferred exploration costs and a corresponding increase in loss for the year of $892,045 for fiscal 1998 and $576,769 for fiscal 1997. When proven and probable reserves are determined for a property and a feasibility study prepared, subsequent development costs of the property are capitalized.  The capitalized costs of such properties are to be amortized using the unit of production method over the estimated life of the ore body based on proven and probable reserves and are measured periodically for recoverability of carrying values.

Effective for fiscal 2004, the Company has adopted the provisions of EITF 04-02 “Whether Mineral Rights are Tangible or Intangible Assets” which concluded that mineral rights are tangible assets.  Accordingly, the Company capitalizes certain costs related to the acquisition of mineral property interests.  Under United States GAAP, exploration costs on mineral properties prior to the establishment of proven or probable reserves continue to be expensed as incurred.

Loss per share

Under both Canadian GAAP and United States GAAP, basic loss per share is calculated using the weighted average number of common shares outstanding during the year.

Under United States GAAP, the weighted average number of common shares outstanding excludes any shares that remain in escrow, but may be earned out based on the Company incurring a certain amount of exploration and development expenditures.  The weighted average number of shares outstanding under United States GAAP for the years ended December 31, 2002 and 2001 were 6,886,127 and 5,554,559, respectively.  

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2002

13.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED

ACCOUNTING PRINCIPLES (cont’d…)

The impact of the differences between Canadian GAAP and United States GAAP on the consolidated balance sheets would be as follows:

	2002			2001
	Balance, Canadian GAAP	Adjustments	Balance, United States GAAP	Balance, Canadian GAAP	Adjustments	Balance, United States GAAP
Current assets	$   19,627	$           -	$   19,627	$      6,661	$            -	$      6,661
Property and equipment	7,690	-	7,690	26,677	-	26,677
Mineral property interests	48,640	(48,640)	-	215,755	(215,755)	-
Deferred exploration costs	60,008	(60,008)	-	760,312	(760,312)	-
Other	-	-	-	8,344	-	8,344
	$  135,965	$(108,648)	$   27,317	$1,017,749	$(976,067)	$     41,682
Total liabilities	$    50,227	$            -	$   50,227	$     93,311	$           -	$     93,311
Capital stock	11,612,230	-	11,612,230	11,182,030	-	11,182,030
Subscriptions received	-	-	-	110,000	-	110,000
Additional paid-in capital	-	673,800	673,800	-	673,800	673,800
Deficit	(11,526,492)	(782,448)	(12,308,940)	(10,367,592)	(1,649,867)	(12,017,459)
Shareholders' equity (deficiency)	85,738	(108,648)	(22,910)	924,438	(976,067)	(51,629)
	$ 135,965	$(108,648)	$  27,317	$1,017,749	$(976,067)	$     41,682

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2002

13.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED

ACCOUNTING PRINCIPLES (cont’d…)

The impact of the differences between Canadian GAAP and United States GAAP on the consolidated statements of operations would be as follows:

	2002	2001
Loss for the year, Canadian GAAP	$(1,158,900)	$(290,750)
Adjustments:
Stock-based compensation	-	(104,181)
Mineral property interests	(48,200)	(38,605)
Deferred exploration costs	(3,819)	(63,855)
Write-off of mineral property interests, expensed in prior years for United States GAAP	215,315	-
Write-off of deferred exploration costs, expensed in prior years for United States GAAP	704,123	-
Loss for the year, United States GAAP	$(291,481)	$(497,391)
Basic and diluted loss per share, United States GAAP	$   (0.04)	$   (0.09)
Weighted average number of common shares outstanding, United States GAAP	6,886,127	5,554,559

The impact of the differences between Canadian GAAP and United States GAAP on the statements of cash flows would be as follows:

	2002	2001
Cash flows used in operating activities,
Canadian GAAP	$(213,735)	$(254,802)
Mineral property interests	(35,000)	(38,605)
Deferred exploration costs	(3,819)	(63,855)
Cash flows used in operating activities, United States GAAP	(252,554)	(357,262)
Cash flows used in investing activities, Canadian GAAP	(38,819)	(102,701)
Mineral property interests	35,000	38,605
Deferred exploration costs	3,819	63,855
Cash flows used in investing activities, United States GAAP	-	(241)
Cash flows provided by financing activities, Canadian
GAAP and United States GAAP	259,950	242,684
Change in cash during the year	7,396	(114,819)
Cash, beginning of year	4,388	119,207
Cash, end of year	$   11,784	$      4,388

EX-99.4

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2005

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

To the Shareholders of

Strathmore Minerals Corp.

We have audited the consolidated balance sheets of Strathmore Minerals Corp. as at December 31, 2005, 2004, 2003, 2002, 2001, 2000, 1999, 1998 and 1997 and the consolidated statements of operations and deficit and cash flows for the years then ended.  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 with the standards of the Public Company Accounting Oversight Board (United States).  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.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2005, 2004, 2003, 2002, 2001, 2000, 1999, 1998 and 1997 and the results of its operations and its cash flows for the years then ended in accordance with Canadian generally accepted accounting principles.

"DAVIDSON & COMPANY LLP"

Vancouver, Canada	Chartered Accountants
April 7, 2006

A Member of SC INTERNATIONAL

1200 - 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, BC, Canada, V7Y 1G6

Telephone (604) 687-0947  Fax (604) 687-6172

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

CONSOLIDATED BALANCE SHEETS

(Expressed in Canadian Dollars)

AS AT DECEMBER 31

	2005	2004	2003
ASSETS
Current
Cash and equivalents	$12,143,821	$9,083,026	$990,279
Short term investments (Note 3)	9,001,064	-	-
Receivables	240,244	34,566	75,036
Prepaid expenses	26,651	13,316	12,568
Total current assets	21,411,780	9,130,908	1,077,883
Property and equipment (Note 4)	208,229	70,058	5,869
Mineral property interests (Note 5)	5,579,778	2,688,728	146,983
Deferred exploration costs (Note 6)	3,570,990	167,649	60,008
Total assets	$30,770,777	$12,057,343	$1,290,743
LIABILITIES AND SHAREHOLDERS' EQUITY
Current
Accounts payable and accrued liabilities	$  171,356	$    63,785	$    48,016
Due to related parties (Note 9)	14,291	10,948	-
Total liabilities	185,647	74,733	48,016
Shareholders' equity
Capital stock (Note 7)
Authorized
Unlimited common shares without par value
Issued and outstanding
55,755,514 common shares (2004 – 36,241,257; 2003 – 14,157,777)	41,299,968	23,457,405	12,624,793
Subscriptions received in advance	3,600	58,500	-
Contributed surplus (Note 7)	4,857,621	2,420,262	577,281
Deficit	(15,576,059)	(13,953,557)	(11,959,347)
Total shareholders’ equity	30,585,130	11,982,610	1,242,727
Total liabilities and shareholders’ equity	$30,770,777	$12,057,343	$1,290,743

Nature and continuance of operations (Note 1)

Subsequent events (Note 13)

On behalf of the Board:
	Director	Director

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

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT

(Expressed in Canadian Dollars)

YEAR ENDED DECEMBER 31

	2005	2004	2003
GENERAL AND ADMINISTRATIVE EXPENSES
Amortization	$    43,046	$     8,432	$     1,821
Business development	96,636	96,072	-
Consulting fees	654,100	343,388	86,591
Investor relations	110,718	-	-
Office and miscellaneous	206,323	123,378	28,460
Property investigation	-	75,578	-
Promotion and advertising	132,637	-	-
Professional fees	89,210	77,002	38,853
Regulatory fees	16,384	65,589	15,155
Rent	47,581	17,767	7,082
Shareholder communications	9,329	26,059	2,808
Stock-based compensation (Note 7)	476,610	962,297	221,994
Telephone	37,031	29,283	4,372
Trade shows and conferences	229,792	167,017	19,298
Transfer agent	16,105	14,975	8,598
Travel and promotion	36,009	53,108	6,836
Wages and benefits	158,628	-	-
	(2,360,139)	(2,059,945)	(441,868)
OTHER ITEMS
Allowance for decline in short term investments	(4,817)	-	-
Investment income	365,930	65,735	-
Costs recovered	-	-	9,013
	361,113	65,735	9,013
Loss before income taxes	(1,999,026)	(1,994,210)	(432,855)
Future income tax recovery (Note 10)	376,524	-	-
Loss for the year	(1,622,502)	(1,994,210)	(432,855)
Deficit, beginning of year	(13,953,557)	(11,959,347)	(11,526,492)
Deficit, end of year	$(15,576,059)	$(13,953,557)	$(11,959,347)
Basic and diluted loss per share	$(0.03)	$(0.08)	$(0.05)
Weighted average number of shares outstanding	53,550,088	26,140,368	8,346,374

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

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in Canadian Dollars)

YEAR ENDED DECEMBER 31

	2005	2004	2003
CASH FLOWS FROM OPERATING ACTIVITIES
Loss for the year	$(1,622,502)	$(1,994,210)	$(432,855)
Items not affecting cash:
Allowance for decline in short-term investments	4,817	-	-
Amortization	43,046	8,432	1,821
Stock-based compensation	476,610	962,297	221,994
Future income taxes	(376,524)	-	-
Changes in non-cash working capital items:
(Increase) decrease in receivables	(205,678)	40,470	(70,123)
Increase in short-term investments	(9,005,881)	-	-
Increase in prepaid expenses	(13,335)	(748)	(9,638)
Increase (decrease) in accounts payable and accrued liabilities	(12,247)	15,769	36,436
Increase in due to related parties	3,343	-	-
Net cash used in operating activities	(10,708,351)	(967,990)	(252,365)
CASH FLOWS FROM INVESTING ACTIVITIES
Property and equipment purchased	(181,217)	(72,621)	-
Mineral property costs	(513,300)	(1,784,245)	(42,343)
Deferred exploration costs	(3,283,523)	(107,641)	-
Net cash used in investing activities	(3,978,040)	(1,964,507)	(42,343)
CASH FLOWS FROM FINANCING ACTIVITIES
Subscriptions received in advance	3,600	58,500	-
Increase (decrease) in due to related parties	-	10,948	(38,647)
Share issuance costs	(1,158,352)	(517,591)	(15,000)
Capital stock issued	18,901,938	11,473,387	1,326,850
Net cash provided by financing activities	17,747,186	11,025,244	1,273,203
Change in cash and equivalents during the year	3,060,795	8,092,747	978,495
Cash and equivalents, beginning of year	9,083,026	990,279	11,784
Cash and equivalents, end of year	$12,143,821	$9,083,026	$990,279

Supplemental disclosure with respect to cash flows (Note 8)

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

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2005

1.

NATURE AND CONTINUANCE OF OPERATIONS

Strathmore Minerals Corp. (the “Company”) is incorporated under the laws of the Province of British Columbia and is considered to be in the exploration stage.

The Company is in the process of exploring its mineral property interests and has not yet determined whether these properties contain ore reserves that are economically recoverable.  The recoverability of the amounts shown for mineral property interests and related deferred exploration costs is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete their development and upon future profitable production.

2.

SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation

These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Minera Peruran S.A. (incorporated under the laws of Peru), and Strathmore Resources (US) Ltd. (incorporated under the laws of Nevada, USA).  Significant inter-company balances and transactions are eliminated on consolidation.

Use of estimates

The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the period.  Actual results could differ from these estimates.

Cash and equivalents

Cash is comprised of cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value.

Foreign currency translation

The Company’s subsidiaries are integrated foreign operations and are translated into Canadian dollar equivalents  using the temporal method.  The monetary assets and liabilities of the Company that are denominated in foreign currencies are translated at the rate of exchange at the balance sheet date and non-monetary items are translated at historical rates.  Revenues and expenses are translated at rates approximating those in effect at the time of the transaction.  Exchange gains and losses arising on translation are included in the statement of operations.

Short term investments

Short term investments are recorded at the lower of cost or market value on an aggregate basis.

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars

DECEMBER 31, 2005

2.

SIGNIFICANT ACCOUNTING POLICIES (cont'd...)

Property and equipment

Property and equipment is recorded at cost and amortization is calculated using the declining-balance method, unless otherwise noted, at the following annual rates:

Office equipment	20%
Leasehold improvements	5 year straight-line
Computer equipment	30%
Computer software	50%

Mineral property interests and deferred exploration costs

The Company records mineral property interests, which consist of the right to explore for mineral deposits, at cost.  The Company records deferred exploration costs, which consist of costs attributable to the exploration of mineral property interests, at cost.  All direct and indirect costs relating to the acquisition and exploration of these mineral property interests are capitalized on the basis of specific claim blocks until the mineral property interests to which they relate are placed into production, the mineral property interests are disposed of through sale or where management has determined there to be an impairment.  If a mineral property interest is abandoned, the mineral property interest and deferred exploration costs will be written off to operations in the period of abandonment.

On an ongoing basis, the capitalized costs are reviewed on a property-by-property basis to consider if there is any impairment on the subject mineral property interest.  Management’s determination for impairment is based on: i) whether the Company’s exploration programs on the mineral property interests have significantly changed, such that previously identified resource targets are no longer being pursued; ii) whether exploration results to date are promising and whether additional exploration work is being planned in the foreseeable future; or iii) whether remaining lease terms are insufficient to conduct necessary studies or exploration work.  As at December 31, 2005, 2004 and 2003, management believes that no impairment relating to the mineral property interests and deferred exploration costs was required.

The recorded cost of mineral property interests and deferred exploration costs is based on cash paid and the value of share considerations issued for mineral property interest acquisitions and exploration costs incurred.  The recorded amount may not reflect recoverable value as this will be dependent on future development programs, the nature of the mineral deposit, commodity prices, adequate funding and the ability of the Company to bring its projects into production.

Flow-through common shares

Resource expenditure deductions for income tax purposes related to exploration activities funded by flow-through share arrangements are renounced to investors in accordance with Canadian income tax legislation.

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2005

2.

SIGNIFICANT ACCOUNTING POLICIES (cont'd...)

Flow-through common shares (cont’d…)

Effective March 19, 2004, the Company adopted EIC 146 “Flow-Through Shares” that dictates the accounting treatment on renunciation of the tax deductibility of the qualifying expenditures that give rise to taxable temporary differences. The change in accounting policy was applied prospectively. When the Company renounces flow-through expenditures, a portion of the Company’s future income tax assets that were not recognized in previous years, due to the recording of a valuation allowance, will be recognized as a recovery of income taxes in the statement of operations.

Asset retirement obligations

An asset retirement obligation is a legal obligation associated with the retirement of tangible long-lived assets that the Company is required to settle.  The Company recognizes the fair value of a liability for an asset retirement obligation in the year in which it is incurred when a reasonable estimate of fair value can be made.  The carrying amount of the related long-lived asset is increased by the same amount as the liability.  

Stock-based compensation

The Company uses the fair value method whereby the Company recognizes compensation costs for the granting of all stock options and direct awards of stock.  Any consideration paid by the option holders to purchase shares is credited to capital stock.

Income taxes

Income taxes are recorded using the asset and liability method whereby future tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Future tax assets and liabilities are measured using the enacted or substantively enacted tax rates expected to apply when the asset is realized or the liability settled.  The effect on future tax assets and liabilities of a change in tax rates is recognized in income in the period that substantive enactment or enactment occurs.  To the extent that the Company does not consider it more likely than not that a future tax asset will be recovered, it provides a valuation allowance against the excess.

Loss per share

The Company uses the treasury stock method to compute the dilutive effect of options, warrants and similar instruments.  Under this method the dilutive effect on earnings per share is recognized on the use of the proceeds that could be obtained upon exercise of options, warrants and similar instruments.  It assumes that the proceeds would be used to purchase common shares at the average market price during the period.  For the years presented, this calculation proved to be anti-dilutive.

Basic loss per share is calculated using the weighted average number of shares outstanding during the year.

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2005

3.

SHORT TERM INVESTMENTS

Short term investments are comprised of the following:

	2005	2004	2003
Canadian bond funds	$ 2,986,357	$ -	$ -
Canadian short term investment fund	6,014,707	-	-
	$ 9,001,064	$ -	$ -

As at December 31, 2005, short-term investments have an aggregate market value of $9,001,064 (2004 and 2003 - $Nil).  During fiscal 2005, the Company recorded an allowance for a decline in value of $4,817 (2004 and 2003 - $Nil) to reflect the market value of the investment.

4.

PROPERTY AND EQUIPMENT

		2005			2004
	Cost	Accumulated Amortization	Net Book Value	Cost	Accumulated Amortization	Net Book Value
Office equipment	$134,397	$31,613	$102,784	$  48,254	$ 12,651	$ 35,603
Computer equipment	88,758	35,783	52,975	52,003	19,166	32,837
Computer software	4,254	1,665	2,589	1,752	134	1,618
Leasehold improvements	55,817	5,936	49,881	-	-	-
	$283,226	$74,997	$208,229	$102,009	$ 31,951	$ 70,058

		2003
	Cost	Accumulated Amortization	Net Book Value
Office equipment	$ 13,555	$   9,661	$  3,894
Computer equipment	15,833	13,858	1,975
Computer software	-	-	-
Leasehold improvements	-	-	-
	$ 29,388	$ 23,519	$  5,869

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2005

5.

MINERAL PROPERTY INTERESTS

	2005	2004	2003
Athabasca property, Canada	$  459,702	$ 256,702	$     9,090
Chord property, USA	137,282	124,724	111,108
Comstock property, Canada	297,271	130,699	1,612
Dieter Lake property, Canada	421,792	15,792	-
Duddridge Lake property, Canada	191,245	191,245	-
New Mexico properties, USA	1,272,616	618,265	-
Staked properties, Canada	798,153	798,153	-
Staked properties, Peru	69,580	69,580	23,561
Wyoming properties, USA	1,615,698	327,516	-
Pre-acquisition property costs	316,439	156,052	1,612
	$5,579,778	$2,688,728	$ 146,983

Title to mineral property interests involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many mineral property interests.  The Company has investigated title to all of its mineral property interests and, to the best of its knowledge, title to all of its properties are in good standing.

Athabasca property, Canada

The Company acquired an option to purchase a 100% interest in a uranium property located in Alberta, Canada, by paying $98,192, incurring additional costs of $29,510 and issuing 200,000 common shares valued at $332,000. The property is subject to a 0.75% net smelter returns royalty on certain mineral production and a 4% gross over riding royalty on all diamond production from the property.

Chord property, USA

The Company acquired an option to purchase a 100% interest in a uranium property located in South Dakota, USA, by paying $48,640.  During fiscal 2003, the Company amended the terms of the lease agreement for consideration of 100,000 shares of the Company valued at $56,000 and incurred additional fees of $6,468.  To earn its interest, the Company is required to make annual payments of either 50,000 common shares or US$10,000 per year to July 1, 2009. In fiscal 2005, the Company paid $12,558 (US$10,000) (2004 - $13,616 (US$10,000)).  The property is subject to a 2% gross royalty.

Comstock property, Canada

The Company acquired an option to purchase a 100% interest in certain claims located in British Columbia, Canada by issuing 200,000 common shares valued at $294,000 and incurring additional fees of $3,271. To earn its interest, the Company is required to issue an additional 100,000 common shares.  

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2005

5.

MINERAL PROPERTY INTERESTS (cont'd…)

Dieter Lake property, Canada

The Company acquired an option to purchase a 100% interest in certain claims located in Quebec, Canada by issuing 200,000 common shares valued at $406,000 and incurring additional costs of $15,792. To earn its interest, the Company is required to issue an additional 100,000 common shares. An additional 200,000 shares will be issued in the event a resource of more than 60 million pounds containing U₃O₈ (Uranium) is confirmed at the property.

Duddridge Lake property, Canada

The Company acquired an option to purchase a 100% interest in certain claims located in Saskatchewan, Canada by issuing 100,000 common shares valued at $153,000 and incurring additional fees of $38,245. To earn its interest, the Company is required to issue an additional 100,000 common shares.

New Mexico properties, USA

The Company acquired an option to purchase a 100% interest in certain claims located in New Mexico, USA, by paying $272,825, incurring additional costs of $315,791 and issuing 450,000 common shares valued at $684,000. To earn its interest, the Company is required to issue an additional 150,000 common shares to an individual who subsequently became an officer of the Company. Certain claims are subject to a 1% royalty.

Staked properties, Canada

The Company acquired, by staking, a 100% interest in the following uranium properties located in north-central Saskatchewan: Davy Lake, Hall Lake, Patterson Lake, Virgin River, and Waterbury Lake.

Staked properties, Peru

The Company acquired, by staking, a 100% interest in certain uranium properties located in Peru.

Wyoming properties, USA

The Company acquired options to purchase a 100% interest in certain claims located in Wyoming, USA by paying $87,560, incurring additional costs of $261,888 and issuing 800,000 common shares valued at $1,266,250. To earn its interest, the Company is required to issue an additional 350,000 common shares in stages over two years to an individual who subsequently became an officer of the Company.

Pre-acquisition property costs

The pre-acquisition property costs represent expenditures related to mineral property interests prior to implementation of the acquisition.  These costs will be added to the mineral property interest costs to which they relate on completion of the acquisition or written-off to operations should the acquisition not proceed.

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2005

6.

DEFERRED EXPLORATION COSTS

	Canada	USA	Peru	Total
As at December 31, 2003 and 2002	$            -	$  60,008	$           -	$ 60,008
General expenditures	103,933	3,708	-	107,641
As at December 31, 2004	103,933	63,716	-	167,649
Airborne geophysics surveys	1,497,325	-	-	1,497,325
Camp costs	41,534	-	4,573	46,107
Claim fees	38,178	168,188	22,165	228,531
Geologists fees and supplies	418,162	370,852	129,554	918,568
General expenses	16,326	8,074	1,861	26,261
Helicopter rental and equipment fuel	586,482	-	-	586,482
Lab analysis and sampling	38,802	-	-	38,802
NI 43-101 reports	21,334	3,841	-	25,175
Report/map preparation	33,869	606	1,615	36,090
As at December 31, 2005	$2,795,945	$615,277	$159,768	$3,570,990

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2005

7.

CAPITAL STOCK AND CONTRIBUTED SURPLUS

	Number of Shares	Capital Stock	Contributed Surplus
Authorized
Unlimited number of common shares, without par value
Issued
As at December 31, 2002	8,046,548	$11,612,230	$            -
Shares issued on mineral property acquisition returned to treasury	(100,000)	-	-
Private placements	5,222,229	734,278	415,722
Exercise of options	454,000	123,125	(55,025)
Exercise of warrants	435,000	108,750	-
Acquisition of mineral property interest	100,000	56,000	-
Stock-based compensation	-	-	221,994
Share issuance costs	-	(9,590)	(5,410)
As at December 31, 2003	14,157,777	12,624,793	577,281
Private placements	15,075,088	7,906,381	1,343,679
Exercise of options	250,000	79,698	(36,698)
Exercise of warrants	6,208,392	2,656,557	(476,230)
Agents’ warrants	-	-	97,904
Acquisition of mineral property interests	550,000	757,500	-
Stock-based compensation	-	-	962,297
Share issuance costs	-	(567,524)	(47,971)
As at December 31, 2004	36,241,257	23,457,405	2,420,262
Private placements	10,144,286	12,752,584	2,505,917
Exercise of options	887,000	466,080	(169,381)
Exercise of warrants	7,082,971	4,280,507	(875,269)
Acquisition of mineral property interests	1,400,000	2,377,750	-
Stock-based compensation	-	-	476,610
Share issuance costs	-	(1,657,834)	499,482
Tax benefits renounced to flow through share subscribers	-	(376,524)	-
As at December 31, 2005	55,755,514	$41,299,968	$4,857,621

As at December 31, 2005, 75,000 issued common shares are subject to an escrow agreement and may not be transferred, assigned or otherwise dealt with without the consent of the regulatory authorities.

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2005

7.

CAPITAL STOCK AND CONTRIBUTED SURPLUS (cont’d…)

Private placements

In November, 2003, the Company issued 2,222,229 units at $0.18 per unit consisting of one common share and one share purchase warrant for total proceeds of $400,000.  Each warrant entitles the holder to acquire one additional common share at $0.25 expiring November 24, 2005.  An estimated fair value of $140,918 was allocated to the warrants and included in contributed surplus.  The Company incurred finder’s fees of $7,000 on the private placement.

In December, 2003, the Company issued 3,000,000 units at a price of $0.25 per unit comprised of 400,000 flow-through units and 2,600,000 non-flow-through units for total proceeds of $750,000.  Each unit consisted of one flow-through or non-flow-through common share and one share purchase warrant.  Each share purchase warrant is exercisable into an additional common share at $0.35 expiring December 17, 2005.  An estimated fair value of $274,804 was allocated to the warrants and included in contributed surplus.  The Company incurred finder’s fees of $8,000 on the private placement.

In January, 2004, the Company issued 4,767,444 units at $0.27 per unit consisting of one common share and one share purchase warrant for total proceeds of $1,287,210.  Each warrant entitles the holder to acquire one additional common share at $0.36 expiring January 20, 2006.  An estimated fair value of $417,712 was allocated to the warrants and included in contributed surplus.  The Company incurred finder’s fees of $23,490 on the private placement.

In February, 2004, the Company issued 1,501,334 units at $0.60 per unit consisting of one common share and one share purchase warrant for total proceeds of $900,800.  Each warrant entitles the holder to acquire one additional common share at $0.76 expiring February 23, 2006.  An estimated fair value of $299,582 was allocated to the warrants and included in contributed surplus.

In April, 2004, the Company issued 3,436,167 units at $0.60 per unit consisting of one common share and one share purchase warrant for total proceeds of $2,061,700.  Each warrant entitles the holder to acquire one additional common share at $0.76 expiring April 16, 2006.  An estimated fair value of $626,385 was allocated to the warrants and included in contributed surplus. The Company incurred finder’s fees of $132,803 on the private placement.

In September, 2004, the Company issued 2,857,143 common shares at $0.70 per share for total proceeds of $2,000,000. The Company paid $150,000 and issued 142,857 share purchase warrants valued at $42,357 as finder’s fees. Each warrant entitles the holder to acquire one additional common share at $0.74 expiring September 27, 2005.

In November, 2004, the Company issued 2,000,000 common shares at $1.00 per share for total proceeds of $2,000,000. The Company paid $120,000 and issued 120,000 share purchase warrants valued at $55,547 as finder’s fees. Each warrant entitles the holder to acquire one additional common share at $1.08 expiring October 29, 2006.

In December, 2004, the Company issued 513,000 flow-through common shares at a price of $1.95 per share for total proceeds of $1,000,350. The Company incurred finder’s fees of $55,019 on the private placement.

In January, 2005, the Company issued 30,000 flow-through common shares at a price of $1.95 per share for proceeds of $58,500 which were received in fiscal 2004.

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2005

7.

CAPITAL STOCK AND CONTRIBUTED SURPLUS (cont’d…)

Private placements (cont’d…)

In February, 2005, the Company issued 10,000,000 units at $1.50 per unit for gross proceeds of $15,000,000. Each unit consists of one common share and one half of one share purchase warrant. One whole warrant is exercisable at $1.75 until February 21, 2006 and thereafter at $2.00 expiring February 21, 2007. An estimated fair value of $2,480,945 was allocated to the warrants and included in contributed surplus. In connection with the placement the Company issued agent options valued at $802,026 to purchase 1,027,180 common shares at a price of $1.75 per share in the first year and $2.00 per share in the second year and paid commissions of $1,027,180, of which $169,892 was allocated to the commissions on the warrants and included in contributed surplus.  

In October, 2005, the Company issued 114,286 units at $1.75 per unit for gross proceeds of $200,001.  Each unit consists of one common share and one half of one share purchase warrant. One whole warrant is exercisable at $2.00 per share until October 26, 2007.  An estimated fair value of $24,972 was allocated to the warrants and included in contributed surplus.

Stock options and warrants

The Company has a stock option plan whereby, from time to time, at the discretion of the Board of Directors, stock options are granted to directors, officers, employees and certain consultants.  The exercise price of each option is based on the market price of the Company’s common stock at the date of grant less an applicable discount.  The options can be granted for a maximum term of five years with vesting provisions determined by the Board of Directors.

Stock option and share purchase warrant transactions are summarized as follows:

	Warrants		Stock Options
	Number	Weighted Average Exercise Price	Number	Weighted Average Exercise Price
Outstanding, December 31, 2002	1,535,000	$ 0.25	550,000	$  0.25
Granted	5,222,229	0.31	1,304,000	0.19
Exercised	(435,000)	0.25	(454,000)	0.15
Expired/cancelled	-	-	(550,000)	0.25
Outstanding, December 31, 2003	6,322,229	0.30	850,000	0.21
Granted	9,967,801	0.56	2,675,000	0.78
Exercised	(6,208,392)	0.35	(250,000)	0.17
Expired/cancelled	-	-	-	-

- Continued -

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2005

7.

CAPITAL STOCK AND CONTRIBUTED SURPLUS (cont’d…)

Stock options and warrants (cont’d…)

	Warrants		Stock Options
	Number	Weighted Average Exercise Price	Number	Weighted Average Exercise Price
Cont’d…
Outstanding, December 31, 2004	10,081,638	0.54	3,275,000	0.68
Granted	6,084,323	1.75	1,600,000	1.69
Exercised	(7,082,971)	0.48	(887,000)	0.33
Expired/cancelled	-	-	(100,000)	1.44
Outstanding, December 31, 2005	9,082,990	$     1.39	3,888,000	$   1.16
Number currently exercisable	9,082,990	$     1.39	2,888,000	$   1.04

As at December 31, 2005, incentive stock options and share purchase warrants were outstanding as follows:

	Number of Shares	Exercise Price	Expiry Date
Options	350,000	$   0.50	January 9, 2006
	1,238,000	0.60	June 22, 2006
	700,000	1.25	November 3, 2006
	250,000	1.75	January 14, 2007
	300,000	2.20	April 29, 2008
	50,000	2.25	February 8, 2008
	1,000,000	1.50	October 6, 2010
Total	3,888,000
Warrants	543,000	$   0.36	January 20, 2006 (1)
	177,833	0.76	February 23, 2006
	2,341,167	0.76	April 16, 2006
	5,963,847	1.75/2.00	February 21, 2007 (2)
	57,143	2.00	October 26, 2007
Total	9,082,990

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2005

7.

CAPITAL STOCK AND CONTRIBUTED SURPLUS (cont’d…)

Stock options and warrants (cont’d…)

⁽¹⁾

The warrants are subject to accelerated expiry in the event that the 10 day average closing price of the Company’s common stock is greater than or equal to $0.75. If the $0.75 average is achieved, the Company may notify holders of the warrants that the remaining term of the warrants will be shortened to 30 days although the exercise price will remain the same.

⁽²⁾

The warrants are exercisable at $1.75 until February 21, 2006 and thereafter at $2.00 expiring February 21, 2007.

Stock-based compensation

During fiscal 2005, the Company granted 1,600,000 (2004 – 2,675,000: 2003 – 1,304,000) options to employees, consultants and directors.  Accordingly, using the Black-Scholes option pricing model, the stock options are recorded at fair value in the statement of operations.  Total stock-based compensation recognized in the statement of operations during fiscal 2005 was $476,610 (2004 - $962,297; 2003 – $221,994) as a result of options granted and vested. This amount was also recorded as contributed surplus on the balance sheet. The weighted average fair value of options granted was $0.62 (2004 - $0.36; 2003 - $0.17).  

The following weighted average assumptions were used for the valuation of stock options and warrants:

	2005	2004	2003
Risk-free interest rate	3.00%	2.76%	3.02%
Expected life	2.3 years	1.4 years	2 years
Annualized volatility	60%	96%	133%
Dividend rate	0.00%	0.00%	0.00%

8.

SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

	2005	2004	2003
Cash paid during the year for interest	$             -	$             -	$              -
Cash paid during the year for income taxes	$             -	$             -	$              -
Cash and equivalents:
Cash balances	$12,032,505	$9,083,026	$  990,279
Term deposits	111,316	-	-
	$12,143,821	$9,083,026	$  990,279

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2005

8.

SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS (cont’d…)

Significant non-cash transactions during the year ended December 31, 2005 included:

a)

Issuing 1,400,000 common shares valued at $2,377,750 pursuant to the acquisition of mineral property interests and issuing 1,027,180 agents options valued at $802,026 as finders’ fees on private placements.

b)

Accruing mineral property expenditures on accounts payable and accrued liabilities of $119,818 at December 31, 2005.

c)

Issuing 30,000 common shares for proceeds of $58,500 received in the prior year.

During the year ended December 31, 2004, the Company issued 550,000 common shares valued at $757,500 pursuant to the acquisition of mineral property interests and issued 262,857 warrants valued at $97,904 as finders’ fees on private placements.

During the year ended December 31, 2003, the Company issued 100,000 common shares valued at $56,000 pursuant to the acquisition of mineral property interests.

9.

RELATED PARTY TRANSACTIONS

The Company entered into transactions with related parties as follows:

a)

Paid or accrued $225,598 (2004 - $102,087; 2003 - $77,689) for consulting fees to a director and a company controlled by a director.

b)

Paid or accrued $225,684 (2004 - $46,250; 2003 - $1,661) for consulting fees to officers of the Company.

c)

Pursuant to private placements, issued NIL (2004 – 200,000; 2003 – 1,213,779) common shares to directors and a company controlled by a director for total proceeds of $NIL (2004 - $54,000; 2003 – 259,000).

d)

Paid or accrued $Nil (2004 - $Nil; 2003 - $813) for shareholder communications to a director and a company controlled by a director.

These transactions were in the normal course of operations and were measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties. Amounts due to related parties are due to directors and companies controlled by directors and are unsecured, non-interest bearing and have no specific repayment terms.

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2005

10.

INCOME TAXES

A reconciliation of current income taxes at statutory rates with the reported income taxes is as follows:

	2005	2004	2003
Loss before income taxes	$ (1,999,026)	$ (1,994,210)	$ (432,855)
Expected income tax recovery	$ 697,061	$ 709,939	$ 162,754
Other items not deductible for income tax purposes	(229,573)	(238,476)	(3,622)
Stock-based compensation not deductible for income tax purposes	(166,194)	(342,578)	(83,470)
Recognized (unrecognized) benefits of non-capital losses	75,230	(128,885)	(75,662)
Future income tax recovery	$ 376,524	$ -	$ -

The significant components of the Company’s future income tax assets are as follows:

	2005	2004	2003
Future income tax assets:
Equipment	$45,074	$31,704	$28,702
Mineral property interests and related exploration	-	735,372	834,152
Other assets	434,843	21,360	21,360
Non-capital losses available for future periods	1,001,692	1,181,641	1,396,764
Future income tax liabilities:
Mineral property interests and related exploration expenditures	(119,860)	-	-
Valuation allowance	(1,361,749)	(1,970,077)	(2,280,978)
Net future income tax asset	$        -	$        -	$        -

The Company has available approximately $2,936,000 of non-capital losses which, if unutilized, will expire through 2015.  Subject to certain restrictions, the Company also has capital losses of $367,000 and resource exploration expenditures of approximately $8,800,000 available to reduce taxable income of future years.  

The Company renounced certain deductions for Canadian exploration expenditures incurred on the Company’s resource properties resulting in a future income tax recovery of $376,524 and a charge against capital stock.

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2005

11.

SEGMENTED INFORMATION

The Company primarily operates in one reportable operating segment, being the exploration of mineral property interests and considers its loss from operations for fiscal years 2005, 2004 and 2003 to relate to this segment.

The Company has mineral property interests located in the USA, Canada and Peru and conducts administrative activities from Canada. The total amount of capital assets attributable to Canada is $5,172,337 (2004 - $1,566,582; 2003 - $16,571), Peru is $229,348 (2004 - $69,580; 2003 - $23,561) and the USA is $3,957,312 (2004 - $1,290,273; 2003 - $172,728).

12.

FINANCIAL INSTRUMENTS

The Company's financial instruments consist of cash and equivalents, short term investments, receivables, accounts payable and accrued liabilities and amounts due to related parties. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.  The fair value of these financial instruments approximates their carrying value, unless otherwise noted. The Company is subject to financial risk arising from fluctuations in foreign currency exchange rates. The Company does not use any derivative instruments to reduce its exposure to fluctuations in foreign currency exchange rates.

13.

SUBSEQUENT EVENTS

Subsequent to December 31, 2005, the Company:

a)

Granted 100,000 stock options at $1.95 per share, exercisable for a period of 3 years.

b)

Issued 5,597,264 common shares for proceeds of $8,118,597 pursuant to the exercise of stock options and warrants.

c)

Acquired options to purchase a 100% interest in certain mineral property interests located in Wyoming, USA and Alberta, Canada in consideration for the payment of staking costs and the staged issuance of 300,000 common shares over a period of three years.

d)

Issued 850,000 common shares pursuant to the acquisition of mineral property interests.

14.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED

ACCOUNTING PRINCIPLES

These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in Canada (“Canadian GAAP”).  Material variations in the accounting principles, practices and methods used in preparing these consolidated financial statements from principles, practices and methods accepted in the United States (“United States GAAP”) are described and quantified below.

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2005

14.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED

ACCOUNTING PRINCIPLES (cont’d…)

Stock-based compensation

Under United States GAAP, Statements of Financial Accounting Standards No. 123, “Accounting for Stock-based Compensation” (“SFAS 123”) recommended, but did not require, companies to establish a fair market value based method of accounting for stock-based compensation plans. The Company has elected to follow the recommendations of SFAS 123 and has chosen to account for stock-based compensation using the fair value based method.

New accounting and disclosure standards were introduced under Canadian GAAP (Note 2) for the fiscal year ending December 31, 2002.  During the year ended December 31, 2003, under Canadian GAAP, the Company adopted, on a prospective basis, the fair value based method of accounting for all stock-based compensation.  Accordingly, there is no difference between Canadian GAAP and United States GAAP in the accounting for stock-based compensation for the years ended December 31, 2005, 2004 and, 2003.

Mineral property interests and deferred exploration costs

Mineral property costs and related exploration expenditures are accounted for in accordance with Canadian GAAP as disclosed in Note 2.  

For United States GAAP purposes, effective until fiscal 2003, the Company expensed, as incurred, the acquisition and exploration costs relating to unproven mineral property interests. This resulted in a decrease in mineral property interests and deferred exploration costs and a corresponding increase in loss for the year of $98,343 for fiscal 2003. When proven and probable reserves are determined for a property and a feasibility study prepared, then subsequent development costs of the property are capitalized.  The capitalized costs of such properties are to be amortized using the unit of production method over the estimated life of the ore body based on proven and probable reserves and would be measured periodically for recoverability of carrying values.

Effective for fiscal 2004, the Company has adopted the provisions of EITF 04-02 “Whether Mineral Rights are Tangible or Intangible Assets” which concluded that mineral rights are tangible assets.  Accordingly, the Company capitalizes certain costs related to the acquisition of mineral property interests.  Under United States GAAP, exploration costs on mineral properties prior to the establishment of proven or probable reserves continue to be expensed as incurred. This resulted in a decrease in mineral property interests and deferred exploration costs and a corresponding increase in loss for the year of $3,794,539 for fiscal 2005 and $1,627,429 for fiscal 2004.

Flow-through shares

Under Canadian income tax legislation, the Company is permitted to issue shares whereby the Company agrees to incur qualifying expenditures (as defined under the Income Tax Act of Canada) and renounce the related income tax deductions to the investors.  Under Canadian GAAP, flow-through shares are accounted for as described in Note 2.  Under United States GAAP, any difference between the fair value of the non flow-through shares and the fair value of the flow-through shares must be recorded as a liability if a premium is paid by investors for the flow-through shares.  The liability is charged to income as the flow-through share proceeds are expended on qualifying expenditures and the related income tax deductions are renounced to investors.

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2005

14.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED

ACCOUNTING PRINCIPLES (cont’d…)

Flow-through shares (cont’d…)

During fiscal 2005, the Company issued 30,000 flow-through shares for total proceeds of $58,500.  As the value of the compensation received for the flow-through shares issued during fiscal 2005 exceeded the fair value of the non-flow through shares on the date issued, the Company recorded a difference in capital stock and related income tax expenses of $11,699 on renunciation during fiscal 2005.   

During fiscal 2004, the Company issued 513,000 flow-through shares for total proceeds of $1,000,350.  As the value of the compensation received for the flow-through shares issued during fiscal 2004 exceeded the fair value of the non-flow through shares on the date issued, the Company recorded a difference in capital stock and related income tax liability of $271,890 during fiscal 2004. On renunciation in fiscal 2005, the Company recorded a difference in capital stock and related income tax expenses of $84,235.  

During fiscal 2003, the Company issued 400,000 flow-through shares for total proceeds of $100,000.  As the value of the compensation received for the flow-through shares issued during fiscal 2003 was equal to the fair value of non-flow through shares on the date issued, there is no difference for U.S. GAAP purposes.  

Short Term investments

Under Canadian GAAP, temporary investments are carried at the lower of aggregate cost or current market value.

Under United States GAAP, SFAS 115 requires that certain debt and equity investments must be classified into available-for-sale or trading securities and stated at fair market values.  Any unrealized holding gains or losses are reported as a separate component of shareholders’ equity until realized for available-for-sale securities, and included in earnings for trading securities.  For United States GAAP purposes, the Company's investment in debt securities have been classified as trading securities.  Under SFAS 115, for the 2005 fiscal year there was no difference under Canadian GAAP or United States GAAP as these debt securities have been written down to their fair market value, with an unrealized loss of $4,817 included in the consolidated statement of operations.

Loss per share

Under both Canadian GAAP and United States GAAP, basic loss per share is calculated using the weighted average number of common shares outstanding during the year.

Under United States GAAP, the weighted average number of common shares outstanding excludes any shares that remain in escrow, but may be earned out based on the Company incurring a certain amount of exploration and development expenditures.  The weighted average number of shares outstanding under United States GAAP for the years ended December 31, 2005, 2004 and 2003 were 53,475,088, 26,065,368 and 8,271,374, respectively.  

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2005

14.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED

ACCOUNTING PRINCIPLES (cont’d…)

New accounting pronouncements

In September 2006, the FASB issued SFAS No. 157 (“FAS 157”), “Fair Value Measurements.” Among other requirements, FAS 157 defines fair value and establishes a framework for measuring fair value and also expands disclosure about the use of fair value to measure assets and liabilities. FAS 157 is effective beginning the first fiscal year that begins after November 15, 2007. The Company is currently evaluating the impact of FAS 157 on its financial position and results of operations.

In July 2006, the FASB issued Financial Interpretation No. 48, “Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109” (“FIN 48”), which is a change in accounting for income taxes. FIN 48 specifies how tax benefits for uncertain tax positions are to be recognized, measured, and derecognized in financial statements; requires certain disclosures of uncertain tax matters; specifies how reserves for uncertain tax positions should be classified on the balance sheet; and provides transition and interim period guidance, among other provisions. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company does not expect the adoption of FIN 48 will have a material impact on its financial position or results of operations.

In February, 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 155 “Accounting for Certain Hybrid Financial Instruments” and in March 2006, the FASB issued SFAS No. 156 “Accounting for Servicing of Financial Assets”, but they will not have any relationship to the operations of the Company. Therefore a description and its impact for each on the Company’s operations and financial position have not been disclosed.

In May 2005, the Financial Accounting Standards Board (FASB) issued SFAS No. 154, “Accounting Changes and Error Corrections – A Replacement of APB Opinion No. 20 and SFAS No. 3”. SFAS 154 changes the requirements for the accounting for and reporting of a change in accounting principle and applies to all voluntary changes in accounting principle. It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. SFAS 154 requires retrospective application to prior periods’ financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. The provisions of SFAS No. 154 are effective for accounting changes and correction of errors made in fiscal years beginning after December 15, 2005. The adoption of this standard is not expected to have a material effect on the Company’s results of operations or financial position.

In March 2005, the EITF issued EITF 04-6, "Accounting for Stripping Costs in the Mining Industry".  The consensus indicated that costs of removing overburden and waste materials ("stripping costs") after production begins, represent variable production costs and should be considered a component of mineral inventory cost subject to the guidance in Chapter 4 of Accounting Research Bulletin No. 43, "Restatement and Revision of Accounting Research Bulletins".  EITF 04-6 is effective for fiscal years beginning after December 15, 2005 and upon adoption, can be applied by either retroactively restating prior periods or using a cumulative catch-up adjustment.  The Company believes this Statement will have no impact on the financial statements of the Company once adopted.

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2005

14.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED

ACCOUNTING PRINCIPLES (cont’d…)

New accounting pronouncements (cont’d…)

In December 2004, the FASB issued SFAS No. 153, “Exchanges of Nonmonetary Assets - An Amendment of APB Opinion No. 29”. The guidance in APB Opinion No. 29, “Accounting for Nonmonetary Transactions”, is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. The guidance in that Opinion, however, included certain exceptions to that principle. SFAS No. 153 amends Opinion No. 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. The provisions of SFAS No. 153 are effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. Early appl ication is permitted and companies must apply the standard prospectively. The adoption of this standard did not have a material effect on the Company’s results of operations or financial position.

FASB has also issued SFAS No. 151 and No. 152 but they will not have any relationship to the operations of the Company therefore a description and its impact for each on the Company’s operations and financial position have not been disclosed.

The impact of the differences between Canadian GAAP and United States GAAP on the consolidated balance sheets would be as follows:

	December 31, 2005
	Balance, Canadian GAAP	Adjustments	Balance, United States GAAP
Current assets	$21,411,780	$                 -	$21,411,780
Property and equipment	208,229	-	208,229
Mineral property interests	5,579,778	(2,057,969)	3,521,809
Deferred exploration costs	3,570,990	(3,570,990)	-
	$30,770,777	$ (5,628,959)	$25,141,818
Total liabilities	$185,647	$                -	$185,647
Capital stock	41,299,968	95,934	41,395,902
Subscriptions received	3,600	-	3,600
Contributed surplus (Additional paid-in capital)	4,857,621	673,800	5,531,421
Deficit	(15,576,059)	(6,398,693)	(21,974,752)
Shareholders’ equity	30,585,130	(5,628,959)	24,956,171
	$30,770,777	$(5,628,959)	$25,141,818

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2005

14.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED

ACCOUNTING PRINCIPLES (cont’d…)

	December 31, 2004
	Balance, Canadian GAAP	Adjustments	Balance, United States GAAP
Current assets	$9,130,908	$             -	$9,130,908
Property and equipment	70,058	-	70,058
Mineral property interests	2,688,728	(1,666,771)	1,021,957
Deferred exploration costs	167,649	(167,649)	-
	$12,057,343	$(1,834,420)	$10,222,923
Total liabilities	$74,733	$271,890	$335,675
Capital stock	23,457,405	(271,890)	23,185,515
Subscriptions received	58,500	-	58,500
Contributed surplus (Additional paid-in capital)	2,420,262	673,800	3,094,062
Deficit	(13,953,557)	(2,508,220)	(16,461,777)
Shareholders’ equity	11,982,610	(2,106,310)	10,148,190
	$12,059,343	$(1,834,420)	$10,222,923

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2005

14.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED

ACCOUNTING PRINCIPLES (cont’d…)

	December 31, 2003
	Balance, Canadian GAAP	Adjustments	Balance, United States GAAP
Current assets	$1,077,883	$             -	$1,077,883
Property and equipment	5,869	-	5,869
Mineral property interests	146,983	(146,983)	-
Deferred exploration costs	60,008	(60,008)	-
	$1,290,743	$(206,991)	$1,083,752
Total liabilities	$48,016	$             -	$48,016
Capital stock	12,624,793	-	12,624,793
Subscriptions received	-	-	-
Contributed surplus (Additional paid-in capital)	577,281	673,800	1,251,081
Deficit	(11,959,347)	(880,791)	(12,840,138)
Shareholders’ equity	1,242,727	(206,991)	1,035,736
	$1,290,743	$(206,991)	$1,083,752

The impact of the differences between Canadian GAAP and United States GAAP on the consolidated statements of operations would be as follows:

	2005	2004	2003
Loss for the year, Canadian GAAP	$(1,622,502)	$(1,994,210)	$  (432,855)
Adjustments:
Mineral property interests	(391,198)	(1,519,788)	(98,343)
Deferred exploration costs	(3,403,341)	(107,641)	-
Renunciation of flow-through shares	(95,934)	-	-
Loss for the year, United States GAAP	$(5,512,975)	$(3,621,639)	$(531,198)
Basic and diluted loss per share, United States GAAP	$         (0.10)	$         (0.14)	$      (0.06)
Weighted average number of common shares outstanding, United States GAAP	53,475,088	26,065,368	8,271,374

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2005

14.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED

ACCOUNTING PRINCIPLES (cont’d…)

The impact of the differences between Canadian GAAP and United States GAAP on the statements of cash flows would be as follows:

	2005	2004	2003
Cash flows used in operating activities,      Canadian GAAP	$(10,708,351)	$(967,990)	$(252,365)
Mineral property interests	(391,198)	(1,519,788)	(42,343)
Deferred exploration costs	(3,283,523)	(107,641)	-
Cash flows used in operating activities, United States GAAP	(14,383,072)	(2,595,419)	(294,708)
Cash flows used in investing activities, Canadian GAAP	(3,978,040)	(1,964,507)	(42,343)
Mineral property interests	391,198	1,519,788	42,343
Deferred exploration costs	3,283,523	107,641	-
Cash flows used in investing activities, United States GAAP	(303,319)	(337,078)	-
Cash flows provided by financing activities, Canadian GAAP      and United States GAAP	17,747,186	11,025,244	1,273,203
Change in cash and equivalents and during the year	3,060,795	8,092,747	978,495
Cash and equivalents, beginning of year	9,083,026	990,279	11,784
Cash and equivalents, end of year	$12,143,821	$ 9,083,026	$  990,279

EX-99.5

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

SEPTEMBER 30, 2006

Unaudited Interim Financial Statements

Notice

In accordance with National Instrument 51-102 released by the Canadian Securities Administrators, the Company discloses that its auditors have not reviewed the unaudited financial statements for the period ended September 30, 2006.

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	September 30, 2006	December 31, 2005
ASSETS
Current
Cash and equivalents	$ 7,166,428	$12,143,821
Short term investments	27,068,037	9,001,064
Receivables	230,541	240,244
Prepaid expenses	377,433	26,651
Equipment	207,908	208,229
Mineral property interests (Note 3)	7,828,847	5,579,778
Deferred exploration costs (Note 4)	9,131,625	3,570,990
	$52,010,819	$30,770,777
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current
Accounts payable and accrued liabilities	$  566,844	$  171,356
Due to related parties (Note 7)	21,191	14,291
	588,035	185,647
Shareholders’ equity
Capital stock (Note 5)	66,573,169	41,299,968
Subscriptions received in advance	-	3,600
Contributed surplus (Note 5)	1,969,338	4,857,621
Deficit	(17,119,723)	(15,576,059)
	51,422,784	30,585,130
	$52,010,819	$30,770,777

Basis of presentation (Note 1)

Subsequent events (Note 9)

On behalf of the Board:
	Director	Director

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

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

CONSOLIDATED STATEMENT OF OPERATIONS AND DEFICIT

(Unaudited)

	Three Month Period Ended September 30, 2006	Three Month Period Ended September 30, 2005	Nine Month Period Ended September 30, 2006	Nine Month Period Ended September 30, 2005
GENERAL AND ADMINISTRATIVE EXPENSES
Advertising and promotion	$     12,350	$    35,674	$      68,666	$       49,380
Amortization	16,494	13,734	42,301	28,592
Business development	32,097	6,181	83,021	65,332
Consulting fees	203,424	148,774	609,377	470,098
Investors Relations	13,938	27,788	13,938	108,276
Office and miscellaneous	30,080	119,329	79,288	195,640
Professional fees	136,601	22,959	311,495	71,463
Regulatory fees	2,419	-	38,017	14,499
Rent	15,480	9,657	43,147	31,120
Shareholder communications	3,322	-	43,839	7,961
Short term investment fees	13,655	-	48,436	-
Stock-based compensation  (Note 5)	91,633	-	407,073	419,198
Telephone	8,561	7,568	29,432	29,589
Transfer agent	3,447	5,130	14,318	14,103
Trade shows and conferences	86,942	73,083	296,538	181,960
Travel	16,860	7,347	47,766	29,405
Wages and benefits	95,745	59,115	250,239	127,814
Loss before other item	(783,048)	(536,339)	(2,426,891)	(1,844,430)
OTHER ITEM
Investment income	485,313	150,850	883,227	326,136
Loss before income taxes	(297,735)	(385,489)	(1,543,664)	(1,518,294)
Future income tax recovery	-	-	-	356,125
Loss for the period	(297,735)	(385,489)	(1,543,664)	(1,162,169)
Deficit, beginning of period	(16,821,988)	(14,730,237)	(15,576,059)	(13,953,557)
Deficit, end of period	$(16,821,988)	$(15,115,726)	$(17,119,723)	$(15,115,726)
Basic and diluted loss per common share	$      (0.01)	$       (0.01)	$      (0.02)	$      (0.02)
Weighted average number of common shares outstanding	69,404,695	51,239,209	65,033,256	47,643,722

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

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

CONSOLIDATED STATEMENT OF CASH FLOWS

 (Unaudited)

	Three Month Period Ended September 30, 2006		Three Month Period Ended September 30, 2005		Nine Month Period Ended September 30, 2006		Nine Month Period Ended September 30, 2005
CASH FLOWS FROM OPERATING ACTIVITIES
Loss for the period		$(297,735)		$(385,489)		$(1,543,664)		$(1,162,169)
Items not affecting cash
Amortization		16,494		13,734		42,301		28,592
Stock-based compensation		91,633		-		407,073		419,198
Future income taxes		-		-		-		(356,125)
		(189,608)		(371,755)		(1,094,290)		(1,070,504)
Changes in non-cash working capital items:
(Increase) decrease in receivables		22,237		(253,710)		9,703		(324,570)
(Increase) decrease in prepaid expenses		(359,604)		(34,731)		(350,782)		(21,415)
Increase in short term investments		(416,308)		-		(18,066,973)		-
(Decrease) increase in accounts payable and accrued liabilities		237,272		(53,161)		395,487		66,569
Cash used in operating activities		(706,011)		(713,357)		(19,106,855)		(1,349,920)
CASH FLOWS FROM INVESTING ACTIVITIES
Deferred exploration costs		(2,323,691)		(845,963)		(5,262,967)		(1,831,784)
Equipment purchased		(26,282)		(62,804)		(41,979)		(168,861)
Mineral property interests		(2,790)		(103,239)		(339,737)		(258,322)
Cash used in investing activities		(2,352,763)		(1,012,006)		(5,644,683)		(2,258,967)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in due to related parties		(5,595)		(18,865)		6,900		1,085
Share issuance costs		(4,769)		(18,869)		(684,014)		(1,141,481)
Capital stock issued		31,250		478,701		20,451,259		17,537,761
Cash provided by financing activities		20,886		440,967		19,774,145		16,397,365
Change in cash and equivalents during the period		(3,037,888)		(1,284,396)		(4,977,393)		12,788,478
Cash and equivalents, beginning of period		10,204,316		23,155,900		12,143,821		9,083,026
Cash and equivalents, end of period		$7,166,428		$21,871,504		$7,166,428		$21,871,504

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

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

SEPTEMBER 30, 2006

1.

BASIS OF PRESENTATION

The consolidated financial statements contained herein include the accounts of Strathmore Minerals Corp. (the “Company”) and its wholly owned subsidiaries, Minera Peruran S.A., and Strathmore Resources (US) Ltd.  Significant inter-company balances and transactions are eliminated on consolidation.

The interim period consolidated financial statements have been prepared by the Company in accordance with Canadian generally accepted accounting principles.  All financial summaries included are presented on a comparative and consistent basis showing the figures for the corresponding period in the preceding year.  The preparation of financial data is based on accounting principles and practices consistent with those used in the preparation of annual consolidated financial statements.  Certain information and footnote disclosure normally included in financial statements prepared in accordance with Canadian generally accepted accounting principles has been condensed or omitted.  These interim period statements should be read together with the audited consolidated financial statements and the accompanying notes included in the Company's latest annual filing.  In the opinion of the Company, its unaudited interim consolidated financia l statements contain all adjustments necessary in order to present a fair statement of the results of the interim periods presented.

2.

NATURE OF OPERATIONS

The Company's principal business activity is the acquisition and exploration of mineral property interests.

3.

MINERAL PROPERTY INTERESTS

	September 30, 2006	December 31, 2005
Athabasca property, Canada	$ 459,702	$ 459,702
Chord property, USA	137,282	137,282
Comstock property, Canada	494,271	297,271
Dieter Lake property, Canada	618,792	421,792
Duddridge Lake property, Canada	382,245	191,245
Fort Mcleod property, Canada	299,070	-
New Mexico properties, USA	1,718,043	1,272,616
Staked properties, Canada	811,420	798,153
Staked properties, Peru	69,580	69,580
Wyoming properties, USA	2,548,198	1,615,698
Pre-acquisition property costs	290,244	316,439
	$ 7,828,847	$ 5,579,778

Title to mineral property interests involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many mineral property interests.  The Company has investigated title to all of its mineral property interests and, to the best of its knowledge, title to all of its properties are in good standing.

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

SEPTEMBER 30, 2006

3.

MINERAL PROPERTY INTERESTS (cont’d…)

Athabasca property, Canada

The Company acquired an option to purchase a 100% interest in a uranium property located in Alberta, Canada, by paying $98,192, incurring additional costs of $29,510 and issuing 200,000 common shares valued at $332,000. The property is subject to a 0.75% net smelter returns royalty on certain mineral production and a 4% gross over riding royalty on all diamond production from the property.

Chord property, USA

The Company acquired an option to purchase a 100% interest in a uranium property located in South Dakota, USA, by paying $48,640.  During fiscal 2003, the Company amended the terms of the lease agreement for consideration of 100,000 shares of the Company valued at $56,000 and incurred additional fees of $6,468.  To earn its interest, the Company is required to make annual payments of either 50,000 common shares or US$10,000 per year to July 1, 2009. In fiscal 2005, the Company paid $12,558 (US$10,000), 2004 - $13,616 (US$10,000).  The property is subject to a 2% gross royalty.

Comstock property, Canada

The Company acquired an option to purchase a 100% interest in certain claims located in British Columbia, Canada by issuing 300,000 common shares valued at $491,000 and incurring additional fees of $3,271.

Dieter Lake property, Canada

The Company acquired an option to purchase a 100% interest in certain claims located in Quebec, Canada by issuing 300,000 common shares valued at $603,000 and incurring additional costs of $15,792. An additional 200,000 shares will be issued in the event a resource of more than 60 million pounds containing U₃O₈ (Uranium) is confirmed at the property.

Duddridge Lake property, Canada

The Company acquired an option to purchase a 100% interest in certain claims located in Saskatchewan, Canada by issuing 200,000 common shares valued at $344,000 and incurring additional fees of $38,245.

Fort Mcleod property, Canada

The Company acquired an option to purchase a 100% interest in certain claims located in Alberta, Canada, by paying $34,070 for staking costs and issuing 100,000 shares valued at $265,000. To earn its interest, the company is required to issue an additional 100,000 common shares.

New Mexico properties, USA

The Company acquired an option to purchase a 100% interest in certain claims located in New Mexico, USA, by paying $293,752, incurring additional costs of $315,791 and issuing 600,000 common shares valued at $1,108,500. Certain claims are subject to a 1% royalty.

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

SEPTEMBER 30, 2006

3.

MINERAL PROPERTY INTERESTS (cont’d…)

Staked properties, Canada

The Company acquired, by staking, a 100% interest in the following uranium properties located in north-central Saskatchewan: Davy Lake, Hall Lake, Patterson Lake, Virgin River, and Waterbury Lake.

Staked properties, Peru

The Company acquired, by staking, a 100% interest in certain uranium properties located in Peru.

Wyoming properties, USA

The Company acquired an option to purchase a 100% interest in a certain claims located in Wyoming, USA by paying $87,560, incurring additional costs of $261,888 and issuing 1,150,000 common shares valued at $2,198,750. To earn its interest, the Company is required to issue an additional 100,000 common shares in stages over two years.

Pre-acquisition property costs

The pre-acquisition property costs represent expenditures related to mineral property interests prior to implementation of the acquisition.  These costs will be added to the mineral property interest costs to which they relate on completion of the acquisition or written-off to operations should the acquisition not proceed.

4.

DEFERRED EXPLORATION COSTS

	Canada	USA	Peru	Total
As at December 31, 2004	$ 103,933	$63,716	$           -	$  167,649
Airborne geophysics surveys	1,497,325	-	-	1,497,325
Camp costs	41,534	-	4,573	46,107
Claim fees	38,178	168,188	22,165	228,531
Geologists fees and supplies	418,162	370,852	129,554	918,568
General expenses	16,326	8,074	1,861	26,261
Helicopter rental and equipment fuel	586,482	-	-	586,482
Lab analysis and sampling	38,802	-	-	38,802
NI 43-101 reports	21,334	3,841	-	25,175
Report/map preparation	33,869	606	1,615	36,090
As at December 31, 2005	2,795,945	615,277	159,768	3,570,990
Airborne geophysics surveys	1,690,728	-	-	1,690,728
Camp costs	91,883	-	-	91,883
Claim fees	160,007	352,244	27,102	539,353
Geologists fees & supplies	1,325,590	933,421	84,313	2,343,324

~continued~

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

SEPTEMBER 30, 2006

4.

DEFERRED EXPLORATION COSTS (cont’d…)

~continued~

	Canada	USA	Peru	Total
General expenses	45,410	48,860	33,151	127,421
Travel	297,524	113,206	15,117	425,847
Helicopter rental & equipment fuel	266,335	494	-	266,829
Lab analysis & sampling	19,990	-	-	19,990
NI 43-101 reports	6,741	-	-	6,741
Report/Map preparation	46,979	779	761	48,519
As at September 30, 2006	$6,747,132	$2,064,281	$320,212	$9,131,625

5.

CAPITAL STOCK AND CONTRIBUTED SURPLUS

	Number of Shares	Capital Stock	Contributed Surplus
Authorized
Unlimited number of common shares, without par value
Issued
As at December 31, 2004	36,241,257	$23,457,405	$2,420,262
Private placements	10,144,286	12,752,584	2,505,917
Exercise of options	887,000	466,080	(169,381)
Exercise of warrants	7,082,971	4,280,507	(875,269)
Acquisition of mineral property interests	1,400,000	2,377,750	-
Stock-based compensation	-	-	476,610
Share issuance costs	-	(1,657,834)	499,482
Tax benefits renounced to flow through share subscribers	-	(376,524)	-
As at December 31, 2005	55,755,514	41,299,968	4,857,621
Private placements	3,265,950	8,699,795	-
Exercise of options	1,615,000	1,398,848	(446,798)
Exercise of warrants	7,936,166	13,738,923	(2,935,909)
Acquisition of mineral property interests	900,000	2,207,000	-
Stock-based compensation	-	-	407,073
Share issuance costs	-	(771,365)	87,351
As at September 30, 2006	69,472,630	$66,573,169	$1,969,338

Included in issued capital stock are 75,000 common shares subject to an escrow agreement that may not be transferred, assigned or otherwise dealt with without the consent of the regulatory authorities.

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

SEPTEMBER 30, 2006

5.

CAPITAL STOCK AND CONTRIBUTED SURPLUS (cont’d…)

In January, 2005, the Company issued 30,000 flow-through common shares at a price of $1.95 per share for proceeds

of $58,500 which were received in fiscal 2004.

In February, 2005, the Company issued 10,000,000 units at $1.50 per unit for gross proceeds of $15,000,000. Each unit consists of one common share and one half of one share purchase warrant. One whole warrant is exercisable at $1.75 until February 21, 2006 and thereafter at $2.00 expiring February 21, 2007. An estimated fair value of $2,480,945 was allocated to the warrants and is included in contributed surplus. In connection with the placement the Company issued agent options to purchase 1,027,180 common shares at a price of $1.75 per share in the first year and $2.00 per share in the second year and paid commissions of $1,027,180, of which $169,892 was allocated to the commissions on the warrants and is included in contributed surplus.  The fair value of the agents options, being

$802,026, was determined using the Black-Scholes option pricing model with a volatility of 62%, risk-free interest rate of 2.92%, expected life of 2 years, and a dividend rate of 0%.

In October, 2005, the Company issued 114,286 units at $1.75 per unit for gross proceeds of $200,001.  Each unit consists of one common share and one half of one share purchase warrant exercisable at $2.00 per share until October 26, 2007.  An estimated fair value of $24,972 was allocated to the warrants and is included in contributed surplus.

In May, 2006, the Company issued 1,697,300 flow-through shares at $3.00 per share and 1,568,650 units at $2.30 per unit for total proceeds of $8,699,795. Each unit consists of one common share and one half of one share purchase warrant. One whole warrant is exercisable at $3.25 and expires November 9, 2007. In connection with the placement, the Company paid commissions of $521,988 in cash and issued 195,957 Agents’ options. Each warrant entitles the Agent to purchase one common share at $2.55 per share and expires May 9, 2007. The fair value of the agents’ warrants, being $87,351, was determined using the Black Scholes option pricing model with a volatility of 53%, risk-free interest rate of 4.26%, expected life of 1 year, and a dividend rate of 0%.

Stock options and warrants

The Company has a stock option plan whereby, from time to time, at the discretion of the Board of Directors, stock options are granted to directors, officers, employees and certain consultants.  The exercise price of each option is based on the market price of the Company’s common stock at the date of grant less an applicable discount.  The options can be granted for a maximum term of 5 years.

Stock option and share purchase warrant transactions are summarized as follows:

	Warrants		Stock Options
	Number	Weighted Average Exercise Price	Number	Weighted Average Exercise Price
Outstanding, December 31, 2004	10,081,638	$     0.54	3,275,000	$     0.68
Granted	6,084,323	1.75	1,600,000	1.69
Exercised	(7,082,971)	0.48	(887,000)	0.33

~continued~

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

SEPTEMBER 30, 2006

5.

CAPITAL STOCK AND CONTRIBUTED SURPLUS (cont’d…)

~continued~

	Warrants		Stock Options
	Number	Weighted Average Exercise Price	Number	Weighted Average Exercise Price
Expired/cancelled	-	-	(100,000)	1.44
Outstanding, December 31, 2005	9,082,990	$    1.37	3,888,000	$     1.16
Granted	980,282	3.11	2,040,000	1.76
Exercised	(7,936,166)	1.36	(1,615,000)	0.59
Expired/cancelled	(2,500)	0.76	(63,000)	1.86
Outstanding, September 30, 2006	2,124,606	$    2.51	4,250,000	$    2.01
Number currently exercisable	2,124,606	$    2.51	1,127,000	$    1.89

As at September 30, 2006, incentive stock options and share purchase warrants were outstanding as follows:

	Number of Shares	Exercise Price	Expiry Date
Options	675,000	1.25	November 3, 2006
	250,000	1.75	January 14, 2007
	20,000	2.25	February 8, 2007
	300,000	2.20	April 29, 2007
	125,000	2.50	April 13, 2009
	100,000	1.95	February 15, 2009
	965,000	1.50	October 6, 2010
	50,000	1.75	June 14, 2011
	1,765,000	1.70	August 31, 2011
Total	4,250,000
Warrants	1,087,181	2.00	February 21, 2007
	195,957	2.55	May 9, 2007
	57,143	2.00	October 26, 2007
	784,325	3.25	November 9, 2007
Total	2,124,606

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

SEPTEMBER 30, 2006

5.

CAPITAL STOCK AND CONTRIBUTED SURPLUS (cont’d…)

Stock-based compensation

During the nine month period ended September 30, 2006, the Company granted 2,040,000 (2005 – 600,000) options to employees, consultants and directors.  Accordingly, using the Black-Scholes option pricing model, the stock options are recorded at fair value in the statement of operations.  Total stock-based compensation recognized in the statement of operations was $407,074 (2005 - $195,201).  This amount was also recorded as contributed surplus on the balance sheet.

The following assumptions were used for the valuation of stock options and warrants:

	2006	2005
Risk-free interest rate	4.13%	3.00%
Expected life	4 years	2.3 years
Annualized volatility	46%	60%
Dividend rate	0.00%	0.00%

6.

SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

	Three Month Period Ended September 30, 2006	Three Month Period Ended September 30, 2005	Nine Month Period Ended September 30, 2006	Nine Month Period Ended September 30, 2005
Cash paid during the period for          interest and income taxes	$ -	$ -	$ -	$ -

During the nine month period ended September 30, 2006 the Company issued 900,000 (2005 – 725,000) common shares valued at $2,207,000 (2005 -$1,406,750) pursuant to the acquisition of mineral property interests. During the period ended September 30, 2005, the Company issued 1,150,000 common shares valued at $2,010,250 purusant to the acquisition of mineral property interests and issued 1,027,180 warrants valued at $802,026 as finders’ fees on private placements.

7.

RELATED PARTY TRANSACTIONS

The Company paid or accrued the following amounts to related parties:

Nine month period ended September 30	2006	2005
Consulting fees	$ 426,770	$ 272,292

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

SEPTEMBER 30, 2006

7.

RELATED PARTY TRANSACTIONS (cont’d…)

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

Amounts due to related parties are non-interest bearing, unsecured and have no specific repayment terms.

8.

SEGMENTED INFORMATION

The Company primarily operates in one reportable operating segment, being the exploration of mineral property interests and considers its loss from operations for periods ended September 30, 2006 and 2005 to relate to this segment.

The Company has mineral property interests located in the USA, Canada and Peru and conducts administrative activities from Canada.  The total amount of capital assets attributable to Canada is $10,602,536 (2005 - $7,060,039), Peru is $322,876 (2005 - $139,755) and the USA is $6,242,968 (2005 - $2,159,203).

9.

SUBSEQUENT EVENTS

a)

Pursuant to the exercise of stock options, the Company issued 735,000 common shares for proceeds of $956,250.

b)

Pursuant to the exercise of share purchase warrants the Company issued 213,334 common shares for proceeds of $426,668.

c)

Granted 700,000 stock options at $2.10 per share exercisable for a period of 5 years.

10.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED

ACCOUNTING PRINCIPLES

These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in Canada (“Canadian GAAP”).  Material variations in the accounting principles, practices and methods used in preparing these consolidated financial statements from principles, practices and methods accepted in the United States (“United States GAAP”) are described and quantified below.

Mineral property interests and deferred exploration costs

Mineral property costs and related exploration expenditures are accounted for in accordance with Canadian GAAP.  

For United States GAAP purposes, effective until fiscal 2003, the Company expenses, as incurred, the acquisition and exploration costs relating to unproven mineral property interests.  When proven and probable reserves are determined for a property and a feasibility study prepared, subsequent development costs of the property are capitalized.  The capitalized costs of such properties would then be amortized using the unit of production method over the estimated life of the ore body based on proven and probable reserves and would be measured periodically for recoverability of carrying values.

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

SEPTEMBER 30, 2006

10.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED

ACCOUNTING PRINCIPLES (cont’d…)

Mineral property interests and deferred exploration costs (cont’d…)

Effective for fiscal 2004, the Company has adopted the provisions of EITF 04-02 “Whether Mineral Rights are Tangible or Intangible Assets” which concluded that mineral rights are tangible assets.  Accordingly, the Company capitalizes certain costs related to the acquisition of mineral property interests.  Under United States GAAP, exploration costs on mineral properties prior to the establishment of proven or probable reserves continue to be expensed as incurred.

Flow-through shares

Under Canadian income tax legislation, the Company is permitted to issue shares whereby the Company agrees to incur qualifying expenditures (as defined under the Income Tax Act of Canada) and renounce the related income tax deductions to the investors. Under United States GAAP, any difference between the fair value of the non flow-through shares and the fair value of the flow-through shares must be recorded as a liability if a premium is paid by investors for the flow-through shares.  The liability is charged to income as the flow-through share proceeds are expended on qualifying expenditures and the related income tax deductions are renounced to investors.

During fiscal 2006, the Company issued 1,697,000 flow-through shares for total proceeds of $5,091,000. The Company has recorded a liability of $1,137,191 for the premium received on the flow-through shares. The liability will be charged to income as the flow-through share proceeds are expensed on qualifying expenditures and the related income tax deductions are renounced to investors.

During fiscal 2005, the Company issued 30,000 flow-through shares for total proceeds of $58,500.  As the value of the compensation received for the flow-through shares issued during fiscal 2005 exceeded the fair value of the non-flow through shares on the date issued, the Company recorded a difference in capital stock and related income tax expenses of $11,699 on renunciation during fiscal 2005.   

Stock-based compensation

Under United States GAAP, Statements of Financial Accounting Standards No. 123, “Accounting for Stock-based Compensation” (“SFAS 123”) recommended, but did not require, companies to establish a fair market value based method of accounting for stock-based compensation plans. The Company had incorrectly disclosed in previous filings that it had chosen to account for stock-based compensation using Accounting Principles Board Opinion No.

25

 “Accounting for Stock Issued to Employees” (“APB 25”), in which compensation cost for stock options was measured as the excess, if any, of the quoted market price of the Company’s stock at the date of grant over the option Price. However, the Company elected to follow the recommendations of SFAS 123 and has chosen to account for stock-based compensation using the fair value based method.

New accounting and disclosure standards were introduced under Canadian GAAP for the fiscal year ending December 31, 2003. During the year ended December 31, 2002, under Canadian GAAP, the Company adopted, on a prospective basis, the fair value based method of accounting for all stock-based compensation.  Accordingly, there is no difference between Canadian GAAP and United States GAAP in the accounting for stock-based compensation for the nine months ended September 2006 and 2005.

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

SEPTEMBER 30, 2006

10.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED

ACCOUNTING PRINCIPLES (cont’d…)

Short Term investments

Under Canadian GAAP, temporary investments are carried at the lower of aggregate cost or current market value, with any unrealized gain or loss included in the statement of operations.

Under United States GAAP, SFAS 115 requires that certain debt and equity investments must be classified into available-for-sale or trading securities and stated at fair market values.  Any unrealized holding gains or losses are reported as a separate component of shareholders’ equity until realized for available-for-sale securities, and included in earnings for trading securities.  For United States GAAP purposes, the Company's investment in debt securities have been classified as trading securities.  Under SFAS 115, for the nine months ended September 30, 2006 there was no difference under Canadian GAAP or United States GAAP as these debt securities have been stated at their fair market value, with an unrealized gain of $160,393 (2005 - $Nil)included in the consolidated statement of operations.

Loss per share

Under both Canadian GAAP and United States GAAP, basic loss per share is calculated using the weighted average number of common shares outstanding during the year.

Under United States GAAP, the weighted average number of common shares outstanding excludes any shares that remain in escrow, but may be earned out based on the Company incurring a certain amount of exploration and development expenditures.  The weighted average number of shares outstanding under United States GAAP for the nine months ended September 30, 2006 and September 30, 2005 were 64,958,256 and 47,568,722 respectively.  Accordingly, the loss per share for the nine months ended September 30, 2006 and September 30, 2005 was $(0.11), and $(0.05), respectively.

New accounting pronouncements

In September 2006, the FASB issued SFAS No. 157 (“FAS 157”), “Fair Value Measurements.” Among other requirements, FAS 157 defines fair value and establishes a framework for measuring fair value and also expands disclosure about the use of fair value to measure assets and liabilities. FAS 157 is effective beginning the first fiscal year that begins after November 15, 2007. The Company is currently evaluating the impact of FAS 157 on its financial position and results of operations. In July 2006, the FASB issued Financial Interpretation No. 48, “Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109” (“FIN 48”), which is a change in accounting for income taxes. FIN 48 specifies how tax benefits for uncertain tax positions are to be recognized, measured, and derecognized in financial statements; requires certain disclosures of uncertain tax matters; specifies how reserves f or uncertain tax positions should be classified on the balance sheet; and provides transition and interim period guidance, among other provisions. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company does not expect the adoption of FIN 48 will have a material impact on its financial position or results of operations

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

SEPTEMBER 30, 2006

10.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED

ACCOUNTING PRINCIPLES (cont’d…)

New accounting pronouncements (cont’d…)

In February, 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 155 “Accounting for Certain Hybrid Financial Instruments” and in March 2006, the FASB issued SFAS No. 156 “Accounting for Servicing of Financial Assets”, but they will not have any relationship to the operations of the Company. Therefore a description and its impact for each on the Company’s operations and financial position have not been disclosed.

In May 2005, the Financial Accounting Standards Board (FASB) issued SFAS No. 154, “Accounting Changes and Error Corrections – A Replacement of APB Opinion No. 20 and SFAS No. 3”. SFAS 154 changes the requirements for the accounting for and reporting of a change in accounting principle and applies to all voluntary changes in accounting principle. It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. SFAS 154 requires retrospective application to prior periods’ financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. The provisions of SFAS No. 154 are effective for accounting changes and correction of errors made in fiscal years beginning after December 15, 2005. The adoption of this standard is not expected to have a material effect on the Company’s results of operations or financial position.

In March 2005, the EITF issued EITF 04-6, "Accounting for Stripping Costs in the Mining Industry".  The consensus indicated that costs of removing overburden and waste materials ("stripping costs") after production begins, represent variable production costs and should be considered a component of mineral inventory cost subject to the guidance in Chapter 4 of Accounting Research Bulletin No. 43, "Restatement and Revision of Accounting Research Bulletins".  EITF 04-6 is effective for fiscal years beginning after December 15, 2005 and upon adoption, can be applied by either retroactively restating prior periods or using a cumulative catch-up adjustment.  The Company believes this Statement will have no impact on the financial statements of the Company once adopted.

In December 2004, the FASB issued SFAS No. 153, “Exchanges of Nonmonetary Assets - An Amendment of APB Opinion No. 29”. The guidance in APB Opinion No. 29, “Accounting for Nonmonetary Transactions”, is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. The guidance in that Opinion, however, included certain exceptions to that principle. SFAS No. 153 amends Opinion No. 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. The provisions of SFAS No. 153 are effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. Early appl ication is permitted and companies must apply the standard prospectively. The adoption of this standard did not have a material effect on the Company’s results of operations or financial position. FASB has also issued SFAS No. 151 and No. 152 but they will not have any relationship to the operations of the Company therefore a description and its impact for each on the Company’s operations and financial position have not been disclosed.

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

SEPTEMBER 30, 2006

10.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED

ACCOUNTING PRINCIPLES (cont’d…)

New accounting pronouncements (cont’d…)

The impact of the differences between Canadian GAAP and United States GAAP on the consolidated balance sheets would be as follows:

	September 30, 2006			December 31, 2005
	Balance, Canadian GAAP	Adjustments	Balance, United States GAAP	Balance, Canadian GAAP	Adjustments	Balance, United States GAAP
Current assets	$34,842,439	$    160,393	$35,002,832	$21,411,780	$            -	$21,411,780
Equipment	207,908		207,908	208,229	-	208,229
Mineral property   interests	7,828,847	(2,100,038)	5,728,809	5,579,778	(2,057,969)	3,521,809
Deferred exploration   costs	9,131,625	(9,131,625)	-	3,570,990	(3,570,990)	-
	$52,010,819	(11,071,270)	40,939,549	$30,770,777	$(5,628,959)	$25,141,818
Total liabilities	$588,035	$1,137,191	$1,725,226	$185,647	$            -	$185,647
Capital stock	66,573,169	(1,041,257)	65,531,912	$41,299,968	95,934	41,395,902
Subscriptions received	-	-	-	3,600	-	3,600
Contributed surplus (Additional paid-in capital)	1,969,338	673,800	2,643,138	4,857,621	673,800	5,531,421
Deficit	(17,119,723)	(11,841,004)	(28,960,727)	(15,576,059)	(6,398,693)	(21,974,752)
Shareholders' equity	51,422,784	(12,208,461)	39,214,323	30,585,130	(5,628,959)	24,956,171
	$52,010,819	$(11,071,270)	$40,939,549	$30,770,777	$(5,628,959)	$25,141,818

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

SEPTEMBER 30, 2006

10.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED

ACCOUNTING PRINCIPLES (cont’d…)

New accounting pronouncements (cont’d…)

The impact of the differences between Canadian GAAP and United States GAAP on the consolidated statements of operations would be as follows:

	Nine Months Ended September 30, 2006	Nine Months Ended September 30, 2005
Loss for the period, Canadian GAAP	$ (1,543,664)	$ (1,162,169)
Adjustments:
Mineral property interests	(42,069)	(63,509)
Deferred exploration costs	(5,560,635)	(1,357,744)
Unrealized gain on short term investments	160,393	-
Renunciation of flow-through shares	-	(84,235)
Loss for the year, United States GAAP	$  (6,985,975)	$ (2,667,657)
Basic and diluted loss per share, United States GAAP	$           (0.11)	$          (0.06)
Weighted average number of common shares
outstanding, United States GAAP	64,958,256	47,568,722

The impact of the differences between Canadian GAAP and United States GAAP on the statements of cash flows would be as follows:

	Nine Months Ended September 30, 2006	Nine Months Ended September 30, 2005
Cash flows provided by (used in) operating activities,
Canadian GAAP	$(19,106,855)	$(1,349,920)
Mineral property interests	(339,737)	(258,322)
Deferred exploration costs	(5,262,967)	(1,831,784)
Cash flows used in operating activities, United States GAAP	(24,709,559)	(3,440,026)
Cash flows used in investing activities, Canadian GAAP	(5,644,683)	(2,258,967)
Mineral property interests	339,737	258,322
Deferred exploration costs	5,262,967	1,831,784

~continued~

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

SEPTEMBER 30, 2006

10.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED

ACCOUNTING PRINCIPLES (cont’d…)

New accounting pronouncements (cont’d…)

~continued~

	Nine Months Ended September 30, 2006	Nine Months Ended September 30, 2005
Cash flows used in investing activities, United States GAAP	(41,979)	(168,861)
Cash flows provided by financing activities, Canadian GAAP
and United States GAAP	19,774,145	16,397,365
Change in cash during the period	(4,977,393)	12,788,478
Cash, beginning of period	12,143,821	9,083,026
Cash, end of period	$7,166,428	$21,871,504

COVER

Cover Letter