40-F

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 40-F

[   ]

Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934

or

[X]

 Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2007               Commission File Number:   000-52508

Strathmore Minerals Corp.

Exact name of registrant as specified in its charter)

N/A
(Translation of Registrant's name into English (if applicable))

British Columbia, Canada
(Province or other jurisdiction of incorporation or organization)

1000
(Primary Standard Industrial Classification Code Number (if applicable))

N/A
(I.R.S. Employer Identification Number (if applicable))

700 - 1620 Dickson Avenue

Kelowna, British Columbia, Canada V1Y 9Y2

 (250) 868-8445

(Address and telephone number of Registrant's principal executive offices)

David Miller

Chief Executive Officer

2420 Watt Court
Riverton, Wyoming
(307) 856-8080
(Name, address (including zip code) and telephone number (including area code)
of agent for service in the United States)

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

None
(Title of Class)

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

Title of Each Class                                     Name of Each Exchange on Which Registered

Common Shares Without Par Value                                                    None

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

None
(Title of Class)

For annual reports, indicate by check mark the information filed with this Form:

[ X ] Annual information form                       [ X ] Audited annual financial statements

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

The number of shares outstanding of the issuer's common shares as of December 31, 2007 was 72,457,911.

Indicate by check mark whether the Registrant by filing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the "Exchange Act"). If "Yes" is marked, indicate the filing number assigned to the Registrant in connection with such Rule.

Yes [   ]                        NO [ X ]

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes [ X ]                        NO [   ]

Principal Documents

The following principal documents have been filed as part of this Form 40-F Annual Report:

A.    

Annual Information Form

For the Registrant's Annual Information Form for the year ended December 31, 2007, see Exhibit 99.1 of this Annual Report on Form 40-F.

B.    

Audited Annual Financial Statements

The Registrant's consolidated audited annual consolidated financial statements, including the report of Davidson & Company LLP, independent chartered accountants, are included in this filing as Exhibit 99.2. The Registrant's consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles ("Canadian GAAP") and reconciled to United States generally accepted accounting principles ("US GAAP") — see Note 16 of the Notes to Consolidated Financial Statements of the Company’s consolidated audited financial statements.

C.    

Management's Discussion and Analysis

The Registrant's Management's Discussion and Analysis for the twelve month period ended December 31, 2007, are included in this filing as Exhibit 99.3.

EXPLANATORY NOTE

The Company is a Canadian issuer eligible to file its annual report pursuant to Section 13 of the Exchange Act on Form 40-F.  The Company is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act.  Accordingly, the Company’s equity securities are exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3.

The Company is permitted, under a multi-jurisdictional disclosure system adopted by the United States, to prepare this annual report on Form 40-F in accordance with Canadian disclosure requirements, which are different from those of the United States. In particular, all mineral resource and reserve estimates included in this report and the documents incorporated herein by reference are Canadian mining terms as defined in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects under the guidelines set out in the Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”) Standards on Mineral Resource and Mineral Reserves, adopted by the CIM Council on November 14, 2004 as they may be amended from time to time by the CIM. CIM standards differ significantly from the requirements adopted by the United States Securities and Exchange Commission (the “Commission”) in Industry Guide 7. As su ch, information contained or incorporated in this report regarding mineralization and resources may not be comparable to similar information made public by United States companies subject to the reporting and disclosure requirements of the Commission. “Mineral 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 a “mineral resource” will ever be upgraded to a higher category. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves.

The Company prepares its financial statements in accordance with Canadian generally accepted accounting practices (“GAAP”), and they may be subject to Canadian auditing and auditor independence standards.  Accordingly, the financial statements of the Company included in this report may not be comparable to financial statements of United States companies.  Significant differences between Canadian GAAP and United States GAAP are described in Note 16 to the Company’s audited consolidated financial statements included in this Annual Report.

FORWARD LOOKING STATEMENTS

This report contains forward-looking statements concerning anticipated developments in the operations of the Company in future periods, planned exploration and development activities, the adequacy of the Company’s financial resources and other events or conditions that may occur in the future.  Forward-looking statements are frequently, but not always, identified by words such as “expects,” “anticipates,” “believes,” “intends,” “estimates,” “potential,” “possible” and similar expressions, or statements that events, conditions or results “will,” “may,” “could” or “should” occur or be achieved.  Information concerning the interpretation of drill results and mineral resource estimates also may be deemed to be forward-looking statements, as such information constitutes a prediction of what mineralization might be found to be pre sent if and when a project is actually developed.  Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Company or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including, without limitation, those described in the Initial Annual Information Form of the Company included in this report.

The Company’s forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements.  For the reasons set forth above, investors should not place undue reliance on forward-looking statements.

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 CEO 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 CEO 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 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 were no changes in the Company’s internal controls over financial reporting that occurred during the Company’s most recently completed fiscal period that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.  

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management is responsible for establishing and maintaining adequate internal control over financial reporting. All internal control systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management’s framework for evaluating the effectiveness of its internal controls is based upon the criteria established in Internal Control— Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). As at December 31, 2007, management assessed the effectiveness of our internal control over financial reporting and concluded that such internal control over financial reporting was effective and that there were no material weaknesses in our internal control over financial reporting.

The Corporation’s independent registered public accounting firm, Davidson & Company LLP. has issued an opinion on the effectiveness of the Corporation’s internal control over financial reporting as of December 31, 2007. The report can be found in the “Independent Auditor’s Report” included in the Corporation’s financial statements for the years ended December 31, 2007 and 2006 and is incorporated herein by reference.

CODE OF ETHICS

The Board of Directors of the Corporation has responsibility for the stewardship of the Corporation. The Board of Directors has found that the fiduciary duties placed on individual directors by Strathmore’s governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual director’s 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 Strathmore.

The Board must also comply with the conflict of interest provisions of the British Columbia Business Corporations Act, as well as the relevant securities regulatory instruments, in order to ensure that directors exercise independent judgment in considering transactions and agreements in respect of which a director or Executive Officer has a material interest.

CORPORATE GOVERNANCE GUIDELINES

The Company’s corporate governance practices are pursuant to Canadian National Instrument 58-101, “Disclosure of Corporate Governance Practices”. Sound corporate governance practices are both in the interest of its Shareholders and contribute to effective and efficient decision making. Corporate governance relates to the activities of the Board of Directors, the members of which are elected by and are accountable to the Shareholders, and takes into account the role of the individual members of management who are appointed by the Board and who are charged with the day to day management of the Company.

Directors are considered to be independent if they have no direct or indirect material relationship with Strathmore. A “material relationship” is a relationship which could, in the view of Strathmore’s Board of Directors, be reasonably expected to interfere with the exercise of a director’s independent judgment. The Board of Directors facilitates its independent supervision over management by reviewing all significant transactions of Strathmore.

AUDIT COMMITTEE FINANCIAL EXPERT

The Company’s Audit Committee consists of three unrelated directors, all of whom are financially literate and very knowledgeable about the Company’s affairs.  The audit committee is directly responsible for the appointment, compensation and oversight of auditors; the audit committee has in place procedures for receiving complaints and concerns about accounting and auditing matters; and has the authority and the funding to engage independent counsel and other outside advisors.

A copy of the Audit Committee Charter is included in the Company’s Annual Information Form dated April 24, 2008 which was filed as a Form 6-K on June 11, 2008. The Company’s audit committee currently consists of Raymond Larson, Michael Halvorson, and Dr. Dieter A. Krewedl.

The Company has determined that Raymond Larson is its “audit committee financial expert”. Mr. Larson  has been retired since 1994, but prior to his retirement 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. Besides his service as a Director of Strathmore, Mr. Larson serves as a Director of Fission Energy, the spin-out company from Strathmore. Mr. Larson is considered “independent” as defined by the American Stock Exchange.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Fees, including reimbursements for expenses, for professional services rendered by Davidson & Company LLP paid or billable in the years ended December 31, 2007 and 2006 are detailed in the following table:

	2007	2006
Audit Fees	$174,400	$35,000
Audit Related Fees	-	-
Tax Fees	25,350	1,250
All Other Fees	-	-
Total	$199,750	$36,250

Audit Fees were for professional services provided by Davidson & Company LLP for the audit of the Company’s annual consolidated financial statements.

Tax Fees were for tax compliance, tax advice and tax planning professional services. These services include tax compliance, review of tax returns, and tax planning and advisory services relating to domestic and international taxation.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has no Off-Balance Sheet Arrangements.

DISCLOSURE OF CONTRACTUAL OBLIGATIONS

The following table lists as of December 31, 2007, the Company’s known contractual obligations.

	Payments due by period
Contractual Obligations	Total	Less than 1 year	1-3 years	3-5 years	more than 5 years
Long-Term Debt Obligations	Nil	Nil	Nil	Nil	Nil
Capital (Finance) Lease Obligations	Nil	Nil	Nil	Nil	Nil
Operating Lease Obligations	Nil	Nil	Nil	Nil	Nil
Management Contracts	Nil	Nil	Nil	Ni	Nil
Purchase Obligations	Nil	Nil	Nil	Nil	Nil
Other Long-Term Obligations (1)	$12,183,500	$5,518,500	$6,665,000	Nil	Nil
Other Long-Term Liabilities Reflected on the Company’s Balance Sheet Under Canadian GAAP	Nil	Nil	Nil	Nil	Nil

(1)  

Other Long Term Obligations related to the Roca Honda feasibility study. The Company has transferred its entire interest in the Roca Honda Property to Roca Honda Resources, LLC, a subsidiary in which the Company owns 60% and Sumitomo 40%. The Company and Sumitomo are committed to fund a US$27,215,000 feasibility study, in proportion to their respective ownership interests by the end of fiscal 2011.

UNDERTAKINGS

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the staff of the SEC, and to furnish promptly, when requested to do so by the SEC staff, information relating to the securities in relation to which the obligation to file an annual report on Form 40-F arises or transactions in said securities.

CONSENT TO SERVICE OF PROCESS

The Company filed a Consent to Service of Process on Form F-X concurrent with the filing of its 40-F Registration Statement. Any change to the name or address of the Company’s agent for service shall be communicated promptly to the Commission by amendment to the Form F-X referring the file number of the Company.

SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.

Dated the 3rd day of July, 2008.

Strathmore Minerals Corp.

(Registrant)

Signed:   /s/  David Miller

David Miller

Chief Executive Officer

INDEX OF EXHIBITS

99.1

Annual Information Form dated June 6, 2008.

99.2

Audited Annual Consolidated Financial Statements for the Years ended December 31, 2007 and 2006.

99.3

Management Discussion and Analysis for the Year ended December 31, 2007.

99.4

Juniper Ridge LLC Limited Liability Company Operating Agreement

99.5

AUC LLC Limited Liability Company Operating Agreement

99.6

Marquez Mining Lease

99.7

Consent of David C. Fitch

99.8

Consent of the Company’s Independent auditors, Davidson & Company LLP, Chartered Accountants, dated July 3, 2008.

99.9

Section 302 Certification of Annual Consolidated Financial Statements by the Company’s Chief Executive Officer.

99.10

Section 302 Certification of the Annual Consolidated Financial Statements by the Company’s Chief Financial Officer.

99.11

Section 906 Certification of the Annual Consolidated Financial Statements by the Company’s Chief Executive Officer.

99.12

Section 906 Certification of the Annual Consolidated Financial Statements by the Company’s Chief Financial Officer.

EX-99.1

STRATHMORE MINERALS CORP.

ANNUAL INFORMATION FORM

For the Year Ended December 31, 2007

Dated as of June 6, 2008

#

TABLE OF CONTENTS

ITEM 1:   PRELIMINARY NOTES	3	INTERPRETATION, CONCLUSIONS AND
DOCUMENTS INCORPORATED BY		RECOMMENDATIONS	21
REFERENCE	3	GAS HILLS DISTRICT PROPERTIES	22
DATE OF INFORMATION	3	CHURCH ROCK PROPERTY	23
CAUTIONARY STATEMENT ON FORWARD-		PROPERTY DESCRIPTION AND LOCATION
LOOKING INFORMATION	3	ACCESSIBILITY, CLIMATE, LOCAL RESOURCES,
CURRENCY AND EXCHANGE RATES	4	INFRASTRUCTURE AND PHYSIOGRAPHY	24
METRIC CONVERSION	4	HISTORY	25
NOTE REGARDING DISCLOSURE FOR		GEOLOGICAL SETTING	26
MINERAL PROJECTS	4	EXPLORATION	27
ITEM 2:   CORPORATE STRUCTURE	4	MINERALIZATION	28
NAME AND INCORPORATION	4	DRILLING	28
INTERCORPORATE RELATIONSHIPS	5	SAMPLING METHOD AND APPROACH	29
ITEM 3:   GENERAL DEVELOPMENT OF THE		SAMPLE PREPARATION, ANALYSES AND SECURITY
BUSINESS	5		30
THREE YEAR HISTORY	5	DATA VERIFICATION	30
ITEM 4:   DESCRIPTION OF THE BUSINESS	9	MINERAL PROCESSING AND METALLURGICAL
DESCRIPTION OF OPERATIONS	9	TESTING	31
ROCA HONDA PROPERTY	9	MINERAL RESOURCE ESTIMATES
PROPERTY DESCRIPTION AND LOCATION	9	URANIUM RESOURCES SUMMARY BY PROPERTY	33
HISTORY	12	URANIUM USES	34
GEOLOGICAL SETTING	12	RISKS	37
EXPLORATION	13	ITEM 5.   DIVIDENDS	43
MINERALIZATION	14	ITEM 6:   DESCRIPTION OF CAPITAL
DRILLING	14	STRUCTURE	43
SAMPLING METHOD AND APPROACH	15	ITEM 7:   MARKET FOR SECURITIES	43
SAMPLE PREPARATION, ANALYSES AND		ITEM 8:   DIRECTORS AND OFFICERS	43
SECURITY	17	ITEM 9:   LEGAL PROCEEDINGS	48
DATA VERIFICATION	17	ITEM 10:   INTEREST IN MANAGEMENT AND
MINERAL RESOURCE ESTIMATES	18	OTHERS IN MATERIAL TRANSACTIONS	48
OTHER RELEVANT DATA AND		ITEM 11:   TRANSFER AGENT AND REGISTRAR	48
INFORMATION	21	ITEM 12: MATERIAL CONTRACTS	48
		ITEM 13:   INTERESTS OF EXPERTS	49
		ITEM 14:   ADDITIONAL INFORMATION	49

ITEM 1:  PRELIMINARY NOTES

Documents Incorporated by Reference

Information has been incorporated by reference into this Annual Information Form (“AIF”) from documents filed with the securities commissions or similar authorities in Canada. Copies of documents incorporated herein by reference may be obtained upon request without charge from Strathmore at 1620 Dickson Avenue, Suite 700, Kelowna, B.C., Canada V1Y 9Y2. You may call Strathmore to request such documents at (800) 647-3303 or copies are also available electronically at www.sedar.com. The following documents filed with the securities commission or similar authority in each of British Columbia and Alberta are specifically incorporated by reference into, and form an integral part of, this AIF:

(a)

the Company’s audited consolidated financial statements, together with the accompanying report of the auditor, for the years ended December 31, 2007 and December 31, 2006; and

(b)

management’s discussion and analysis of results of operations and financial condition for the year ended December 31, 2007.

Date of Information

The date of the information incorporated in this AIF is June 6, 2008 unless otherwise stated.

Cautionary Statement on Forward-Looking Information

This AIF contains “forward-looking information” which may include, but is not limited to, statements with respect to the future financial or operating performances of Strathmore, its subsidiaries and their respective projects, the future price of uranium, the estimation of mineral reserves and resources, the realization of mineral reserve estimates, the timing and amount of estimated future production, costs of production, capital, operating and exploration expenditures, costs and timing of the development of new deposits, costs and timing of future exploration, requirements for additional capital, government regulation of mining operations, environmental risks, reclamation and rehabilitation expenses, title disputes or claims, limitations of insurance coverage and the timing and possible outcome of any pending litigation and regulatory matters.  Often, but not always, forward-looking information statements can be identified by the u se of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes”, or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might”, or “will” be taken, occur or be achieved.  Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Strathmore and/or its subsidiaries to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.  Such factors include, among others, those factors discussed in the section entitled “Risk Factors” in this AIF.  Although Strathmore has attempted to identify important fact ors that could cause actual actions, event or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended.  Forward-looking statements contained herein are made as of the date of this AIF based on the opinions and estimates of management, and Strathmore disclaims any obligation to update any forward-looking statements, whether as a result of new information, estimates or opinions, future events or results or otherwise.  There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.  Accordingly, readers should not place undue reliance on forward-looking statements.

You should rely only on the information contained or incorporated by reference in this AIF.  If anyone provides you with different or inconsistent information, you should not rely on it.

Currency and Exchange Rates

Dollar amounts set forth in this AIF, except as otherwise indicated, are stated in Canadian dollars.  On June 6, 2008, the Bank of Canada noon rate for Canadian Dollars was CDN$1.00 to US$0.9806.  The following table sets out the exchange rates, based on noon rates as the nominal quotations by the Bank of Canada website, www.bankofcanada.ca for the conversion of Canadian dollars into U.S. dollars.

	2007	2006	2005
Year end	$1.1529	$1.1671	$1.3105
Average	$1.1417	$1.1933	$1.2786
High for the Period	$1.1878	$1.2555	$1.3783
Low for the Period	$1.0949	$1.1489	$1.1961

Metric Conversion

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

Metric Unit	U.S. Measure	U.S. Measure	Metric Unit
1 hectare	2.471 acres	1 acre	0.4047 hectares
1 metre	3.2881 feet	1 foot	0.3048 metres
1 kilometre	0.621 miles	1 mile	1.609 kilometres
1 gram	0.032 troy ounces	1 troy ounce	31.1 grams
1 kilogram	2.205 pounds	1 pound	0.4541 kilograms
1 tonne	1.102 short tons	1 short ton	.907 tonnes
1 gram/tonne	0.029 troy ounces/ton	1 troy ounce/ton	34.28 grams/tonne
1 m3…………...	264.1 liquid gallons	1 liquid gallon	0.003785 m3

Note Regarding Disclosure For Mineral Projects

The discussion of mineral deposit classifications in this AIF adheres to the resource/reserve definitions and classification criteria in accordance with Canadian National Instrument 43-101 (“NI 43-101”) and the Canadian Institute of Mining and Metallurgy Classification System.  Estimated mineral resources fall into two broad categories dependent on whether the economic viability of them has been established and these are namely “resources” (economic viability not established) and ore “reserves” (viable economic production is feasible). Resources are sub-divided into categories depending on the confidence level of the estimate based on level of detail of sampling and geological understanding of the deposit. The categories, from lowest confidence to highest confidence, are inferred resource, indicated resource and measured resource. Reserves are similarly sub-divided by order of confidence into probable (lowest) and proven (highest).

NI 43-101 permits the disclosure of an historical estimate made prior to the adoption of NI 43-101 that does not comply with NI 43-101 to be disclosed using the historical terminology if the disclosure: (i) identifies the source and date of the historical estimate; (ii) comments on the relevance and reliability of the historical estimate; (iii) states whether the historical estimate uses categories other than those prescribed by NI 43-101; and (iv) includes any more recent estimates or data available.

ITEM 2:  CORPORATE STRUCTURE

Name and Incorporation

Strathmore was incorporated by memorandum and articles pursuant to Company Act (British Columbia) on April 16, 1987 under the name 325240 B.C. Ltd. On July 28, 1988, Strathmore 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 Affairs, Canada. Strathmore was extra-provincially registered in British Columbia effective September 29, 1988. Strathmore was listed on the TSX Venture Exchange (formerly the Canadian Venture Exchange) on September 26, 1989. On November 2, 1992, Strathmore was declared inactive by the TSX Venture Exchange. On November 6, 1992, Strathmore 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, Strathmore was continued into British Columbia, and a Certificate of Continuati on under the Company Act was issued by the British Columbia Registrar of Companies on June 21, 1993, at which time Strathmore changed its name to Rockwealth International Resource Corp. On June 25, 1993, Strathmore's inactive designation was removed by the TSX Venture Exchange. On August 7, 1996 Strathmore changed its name to Strathmore Resources Ltd. On September 19, 2000, Strathmore changed its name to Strathmore Minerals Corp. and consolidated its share capital on a five old for one new basis.  Strathmore transitioned under the Business Corporations Act (British Columbia) on January 24, 2006.

The Company is a reporting issuer in British Columbia and Alberta and trades on the TSX Venture Exchange (the “Exchange”) under the symbol “STM”.  As of December 31, 2007, the Company had 25 employees.

Strathmore's executive office is located at 1620 Dickson Avenue, Suite 700, Kelowna, B.C., Canada V1Y 9Y2 (telephone: (800) 647-3303; fax: (250) 868-8493; e-mail: info@strathmoreminerals.com; website: www.strathmoreminerals.com.

In this AIF, the terms “Company” or “Strathmore” refer to Strathmore Minerals Corp. and all its subsidiaries together unless the context otherwise clearly requires. Certain terms used herein are defined in the glossary of this AIF.

Intercorporate Relationships

The following chart describes the inter-corporate relationships amongst Strathmore’s wholly-owned material subsidiaries as at December 31, 2007.

 ⁽¹⁾  The remaining 40% of Roca Honda Resources, LLC is controlled by Sumitomo Corp. of Japan.  See “General Development of the Business” below.

⁽²⁾   The properties held by Minera Peruran S.A. were, pursuant to a court approved plan of arrangement, transferred to Fission Energy Corp.  See “General Development of the Business” below.

ITEM 3:  GENERAL DEVELOPMENT OF THE BUSINESS

Three Year History

Strathmore is a Canadian based resource company specializing in the strategic acquisition, exploration and development of uranium properties.  Strathmore's primary goal is to become a leading uranium producer in the United States.  Strathmore has established a portfolio of previously discovered but not yet mined projects in areas well known for uranium production.  Strathmore is focusing its energies on bringing its Gas Hills, Wyoming properties into production, subject to obtaining the necessary permits and other regulatory approvals.  These properties are located in the second largest historical uranium producing region in the United States historically.  The Gas Hills is the lead project in Strathmore's portfolio of properties with further projects planned in its pipeline for ensuing years.

In January 2008 Mr. Randhawa stepped down as Chief Executive Officer of the Company with  David Miller, the Company’s then President & Chief Operating Officer, being his successor.  Mr. Randhawa remains with the Company as the Chairman of the Board.  In addition, Mr. Kahn, the Company’s then Vice-President, Corporate Development, was appointed President of the Company.  John DeJoie became the Vice-President, New Mexico Operations and James Crouch was promoted to Vice-President, Wyoming Operations.

Joint Venture Agreement for Roca Honda Property.  On July 26, 2007, the Company announced that its subsidiary, Strathmore Resources (US) Ltd. entered into a joint venture agreement with Sumitomo Corp. (“Sumitomo”) of Japan to develop its Roca Honda uranium project in New Mexico.  Strathmore transferred its entire interest in Roca Honda to a 60% owned subsidiary, Roca Honda Resources, LLC. Sumitomo owns the remaining 40% of Roca Honda Resources, LLC. Over five years, Strathmore and Sumitomo will fund a $US27.2 million feasibility study in proportion to their respective ownership interests. Following completion of the feasibility study, should a positive decision be made to proceed, Sumitomo will contribute a pre-determined cash contribution for development of the Roca Honda mine.  Strathmore received US$1 million from Sumitomo for completing the agreement.

Plan of Arrangement with Fission Energy Corp.  On July 17, 2007 Strathmore completed an arrangement (the “Arrangement”) under section 288 of the Business Corporations Act (British Columbia) involving the creation of a newly formed company, Fission Energy Corp. (“Fission”).  The Arrangement was completed to allow Strathmore management to focus entirely on the development of the more advanced U.S. mineral properties, in addition to allowing Strathmore shareholders to participate in the exploration and development of the properties located in Canada and Peru.  Pursuant to the Arrangement, each shareholder of Strathmore ultimately received one new common share of Strathmore and one-third of one common share (a “Fission Share”) for each common share of Strathmore held by such shareholder immediately prior to the effective time of the Arrangement.  Fission acquired a 100% interest in Strathm ore’s Athabasca Basin Properties, Comstock Property, Dieter Lake Property, Duddridge Lake Property, Fort McLeod Property, the Staked Canadian Properties and the Staked Peruvian Properties (collectively, the “Spin-Off Properties”) and $500,000 in cash and all agreements to which Strathmore was a party which pertain to the Spin-Off Properties.  In addition, pursuant to the Arrangement, each option to purchase an old Strathmore share granted pursuant to the share incentive plan of Strathmore outstanding immediately prior to the effective time of the Arrangement now entitles the holder thereof to receive, upon the exercise thereof, in lieu of the number of old Strathmore shares otherwise issuable upon the exercise thereof, one new Strathmore share which such holder would have been entitled to receive as a result of the Arrangement if, immediately prior to the effective time of the Arrangement, such holder had been the registered holder of the number of old Strathmore shares to which such hold er was theretofore entitled upon such exercise. Outstanding warrants entitled the holder to purchase pro rata common shares of the new Strathmore and Fission, as per the spin-off fair market valuation determined at the effective date of the Plan of Arrangement. The Arrangement was approved by the Strathmore shareholders at the Company’s Annual General and Special Meeting held on June 19, 2007 and by the Supreme Court of British Columbia on June 22, 2007.  The Arrangement is described in detail in the Company’s management information circular dated May 8, 2007 and is available under the Company’s profile at www.sedar.com.

In addition to the above transactions completed during the fiscal year ended December 31, 2007, below is a summary of the development of Strathmore’s business over the last three completed financial years.

2007

Joint Venture Agreement for Red Creek/Juniper Ridge Property.  On March 14, 2007 the Company granted an option for an 80% interest in its Red Creek Property in Wyoming to Yellowcake Mining Inc. (“Yellowcake”). In return for the option, Yellowcake paid Strathmore US$100,000, issued 9,000,000 shares in the capital of Yellowcake to Strathmore, will pay US$100,000 on each anniversary dated (a total of $500,000) and will fund US$8 million over 5 years toward the property’s exploration. Yellowcake will also be required to pay a royalty payment to Strathmore of 3% of the optioned portion of all future production.

Option Agreement to Acquire Water Rights in McKinley County, New Mexico.  On May 31, 2007, the Company entered into an option agreement to acquire certain water rights in the McKinley county area of New Mexico. The purchase price was US$4,000 per acre-foot per year of consumptive use and is payable as follows: an initial US$100,000 deposit and 50% of US$4,000 multiplied by the amount of water right authorized by the State Engineer. The remainder is to be paid at closing. The final amount to be paid will be determined in accordance with the agreement which includes a 5% escalator fee per year after the second year in which the petition to the State Engineer is being reviewed.  The Company had acquired its original 100% interest in the Church Rock property during prior years by paying $153,655 and issuing 100,000 common shares valued at $135,500.

Option Agreement for Pine Tree/Reno Creek Property.  On August 20, 2007 the Company granted American Uranium Corporation (“AUC”) an option to acquire a 60% in the Pine Tree/Reno Creek property. The Company has transferred its entire interest in Pine Tree/Reno Creek  to AUC, LLC. AUC has contributed 5,000,000 common shares valued at $5,828,600 to AUC, LLC. To earn its 60% interest, AUC will contribute US$33,000,000 for exploration by spending US$1,500,000 in both the first year and second year, US$2,000,000 in the third year, and US$28,000,000 in the fourth year.  AUC will have earned a 22.5% interest upon incurring US$12,375,000 in expenditures and a 37.5% interest upon incurring the remaining US$20,625,000.  The US$28,000,000 will be reduced proportionately depending on the results of a property evaluation.

Option Agreement for Sky/Cedar Rim Property.  On July 31, 2007, the Company granted Yellowcake an option to acquire a 60% interest in the Company’s Sky/Cedar Rim property. To earn its 60% interest, Yellowcake is required to incur a total of US$7,500,000 in exploration expenditures in stages to September 2011. The Company retains the right to earn back a 11% interest in the project in consideration for up to US$7,500,000.  On April 21, 2008 the Company terminated the joint venture agreement with Yellowcake with respect to the Sky Property.

Joint Venture Agreement for Pine Tree – Reno Creek.  On September 4, 2007 Strathmore announced that it  completed a Joint Venture Agreement with AUC to finance the development of the Pine Tree – Reno Creek uranium project in Wyoming. On January 14, 2008, the Company announced that the terms of the Joint Venture Agreement had been amended.  As part of the agreement, AUC has reimbursed Strathmore $300,000 for all reasonable costs incurred related to the agreement. AUC retains an option to earn a 60% interest in the property by issuing Strathmore 6,000,000 restricted AUC common shares, and by increasing expenditures from US $5 million to US$12.375 million in over the first 3 years to earn its initial 22.5% interest. In addition, AUC is required to spend a total of US$28 million between the third and sixth anniversary of the closing of the agreement to earn its remaining interest. Strathmore remains operator of the projec t, until AUC has completed its 60% earn-in commitment.

LOI for Marquez Uranium Property.  On September 19, 2007 the Company announced that its subsidiary, Strathmore Resources (US) Ltd. entered into a mineral lease agreement to acquire the Marquez Uranium Property located in McKinley and Sandoval Counties, New Mexico, on the eastern edge of the Grant’s Uranium District in northern New Mexico. The Marquez Property comprises 14,582 acres (approximately 5,900 Ha), and includes the western extent of the historically known Marquez/Bokum ore body. The property was previously explored during the 1970s and 1980s by Kerr-McGee Resources Corporation, which was one of the largest uranium mining companies in the world. Kerr-McGee drilled in excess of 390 exploratory bore holes (>800,000 feet total drilling) on the main property. In the late 1970s Kerr-McGee began mine development operations. Production was expected to begin during the early 1980s by conventional underground mining methods, but t he property was abandoned when the uranium priced collapsed.

The Company has paid C $805,700 (US$750,000) and is required to make annual payments of US$250,000 during the initial ten year term. To extend the lease for an additional five years, the Company is required to pay US$750,000 and make annual payments of US$300,000 thereafter. To extend the lease beyond fifteen years, the Company is required to pay an additional US$750,000. The property is subject to an 8% net proceeds production royalty.  Should commercial production not commence by September, 2015, the Company will be required to pay additional annual minimum advance royalty payments of US$250,000 which may be recovered from future production royalties.

Option and Joint Venture Agreement for Nose Rock Property.  On September 14, 2007 the Company granted Uranium International Corp. (formerly Nu-Mex Uranium Resources Inc.) (“UIC”) an option to acquire up to a 65% interest in the Company’s Nose Rock property by paying the Company US$250,000 and issuing 5,000,000 restricted common shares. A nominal value has been attributed to these shares. To earn its 65% interest, UIC is required to incur a total of US$44,500,000 in exploration expenditures in stages over seven years. The Company retains the right to earn back a 16% interest in the project in consideration for US$25,000,000.

Additional Staking in Gas Hills Uranium District.  On October 1, 2007 the Company announced that its subsidiary, Strathmore Resources (US) Ltd. acquired an additional 13,900 acres (5,625 ha) in the Gas Hills Uranium District, Wyoming, bringing the Company’s land holdings there to in excess of 29,000 acres (11,735 Ha). The lands were added by staking 658 claims and acquiring one State of Wyoming Mineral Lease. Historically, the Gas Hills Uranium District is the second largest uranium producing area in the United States with cumulative production exceeding 100 million pounds. Strathmore controls 100% of the Gas Hills projects, which now makes up the Company's core uranium land holdings in Wyoming.

Option and Joint Venture Agreement for Dalton Pass Properties.  On October 22, 2007 Strathmore announced that its subsidiary, Strathmore Resources (US) Ltd. entered into an option and joint venture agreement with Nu-Mex Uranium Resources Inc. (“Nu-Mex”) to explore and develop Strathmore’s Dalton Pass properties (the “Dalton Pass” project).  The agreement terms grant Nu-Mex exclusive rights to earn a 65% interest in the Dalton Pass project. Under the terms of the transaction, Strathmore received US$250,000. Nu-Mex has committed to US$16,750,000 in property expenditures and additional cash payments of US$1,000,000 over six years. Strathmore retains the right to earn back a 16% interest in the project for a period of 90 days after the completion of a Bankable Feasibility Report by paying US$8,000,000 to Nu-Mex , providing Nu-Mex has met all of its obligations required to earn a 65% interest.

Acquisition of New Rock Hill Uranium Mine.  On November 19, 2007 the Company announced that its subsidiary, Strathmore Resources (US) Ltd. completed the acquisition of the New Rock Hill Uranium Mine and associated mining claims in Wyoming from the Elmhurst Financial Group Inc.  The project is located northeast of the Company’s 100% owned George-Ver deposit in the Gas Hills District, and totals 3,200 acres (1,295 hectares).  As part of the agreement, the Company will acquire additional nearby lode mining claims owned by Elmhurst. Elmhurst will retain a 5% production royalty on all mining claims acquired by the Company.  With respect to the New Rock Claims, Strathmore will advance royalty payment to Elmhurst of US $0.75 per pound against this production royalty. The total to be paid will be based on a new in-house resource calculation using measured and indicated categories with a 0.40 GT (Grade X Thickness; %ft) cutoff .

2006

In New Mexico, the Company advanced its Roca Honda Property to the permit application stage.  Additional claims were staked in the Crownpoint-Dalton Pass areas to complement existing projects.  In Wyoming, the Company continued to acquire claims strategic to its core properties in that State. The Ketchum Buttes property and additional claims in the Shirley Basin Uranium District were staked. Significant claims (Bull Rush, Loco-Lee, George-Ver and Frazier-LeMac) were also added in the Gas Hills Uranium District. Historically, the Gas Hills was the second largest uranium producing region in the United States, with cumulative production exceeding 100 million pounds.

2005

In 2005, the Company acquired properties in the United States and Canada. In January 2005, a CDN$15,000,000 equity private placement was completed primarily with institutional investors. In March 2005, management of the Company made a decision to advance its core area uranium properties in New Mexico towards production. The Company established a full-time mine development office in Santa Fe, New Mexico, and hired two professionals, with over 65 years experience, to facilitate the mine development process.

Subsequent Events

On January 7, 2008, the Company announced that its subsidiary, Strathmore Resources (US) Ltd. entered into an option agreement to purchase an existing NRC license and additional private mineral rights containing known uranium mineralization in the Gas Hills Uranium District, Wyoming. The NRC license covers a historic mill site. It will be evaluated to determine if it can be used for a new mill or ore heap and/or vat leach facility in the Gas Hills. Strathmore has agreed not to disclose the name of the company involved or the terms of this agreement. The private mineral rights are adjacent to existing Strathmore land holdings in the Gas Hills District and would be incorporated into new and expanded mining and milling scenario.  Strathmore will have one year to evaluate the acquisition of the NRC License and uranium properties and any obligations associated with the option agreement.

On April 21, 2008 the Company amended its Juniper Ridge Joint Venture Agreement with Yellowcake Mining Inc. and terminated its agreements on the Sky, Jeep and Conoco Files projects.

On April 22, the Company SEDAR filed a NI 43-101Technical report for the Southwest Reno Creek, Wyoming uranium property, which represents about 17% of the entire Pine Tree - Reno Creek project area. The 43-101 report provides a total Measured and Indicated resource estimate of 3,526,495 pounds at an average grade of 0.068% U₃O₈, up from the historically reported 1.3 million pounds U₃O₈ for Section 36 only. (See "Uranium Resources Summary by Property” Table below). An additional 1,327,635 pounds of U₃O₈ at an average grade of 0.057% is classified as an Inferred mineral resource

Significant acquisitions

As described above under the heading “Three Year History”, the Company completed numerous transactions during its financial year ended December 31, 2007.  None of the transactions described above constituted “significant acquisitions” for the purposes of Part 8 of National Instrument 51-102 Continuous Disclosure Obligations.

ITEM 4:

DESCRIPTION OF THE BUSINESS

Strathmore is engaged in locating, acquiring, exploring and, if warranted, developing mineral resource properties with a particular emphasis on properties which may contain economic reserves of uranium. The properties in which Strathmore has an interest or the right to acquire an interest are currently in the development stage. Strathmore finances exploration and development through equity financing, by way of joint venture, option agreements or other means. Strathmore's current material properties are located in the United States.

 Strathmore is advancing uranium mine development projects in Wyoming and New Mexico.  Historically, these two states were the largest producing uranium districts in the world, having combined total production in excess of 400 million lbs uranium.  Mining ceased because of the decline in the price of uranium rather than the depletion of the resource.  In fact, there is plenty of uranium left in these areas to be mined.  

Description of Operations

Mineral Projects

For the purposes of NI 43-101, Strathmore’s material properties are the Roca Honda Property and the Church Rock Property, both located in New Mexico, USA.  Information concerning these projects is discussed below. In addition, the Company now holds over 33,000 acres with several historically-defined uranium deposits in the Gas Hills Uranium District, Wyoming.  Please see “Gas Hills District Properties” below.

In addition, the Company has several non-material exploration projects ongoing in the USA, which are referenced above under “General Development of the Business – Three Year History”.

A summary of all previously defined, historical uranium assets to the Company’s significant U.S. uranium properties is below under the heading “Uranium Resources Summary by Property”.

ROCA HONDA PROPERTY

On May 14, 2008, David C. Fitch, C.P.G., an independent consultant to the Company and a Qualified Person under NI 43-101, prepared a NI 43-101 report entitled Technical Report on the Roca Honda Uranium Property, McKinley County, New Mexico (the “Roca Honda Report”).  The Roca Honda Report updates the previous technical report dated March 31, 2006 for the Roca Honda Property.  Unless stated otherwise, the following information is summarized from the report which has been filed under the Company’s profile on SEDAR.

Property Description and Location

The Roca Honda Property is a uranium property in McKinley, New Mexico which totals approximately 1,840 acres and consists of 63 unpatented mining claims totalling approximately 1,200 acres and an adjoining New Mexico State General Mining lease, held by Roca Honda Resources, LLC.  The Roca Honda Property is located in the eastern part of the Ambrosia Lake District in the Grants Mineral Belt, approximately 16 air miles northeast of Grants, New Mexico.

Mining Claims

The 63 unpatented mining claims are located on U.S. Forest Service land, are contiguous and comprise the following claim names and numbers: Roca Honda 163-171 (NMMC 39757-37965), Roca Honda 190-196 (NMMC 37975-37983), Roca Honda 217-225 (NMMC 37993-38001), Roca Honda 244-252 (NMMC 38011-38019), Roca Honda 271-279 (NMMC 38029-38037), Roca Honda 298-306 (38047-38055), and Roca Honda 325-333 (38065-38073).  The claims are listed in the U.S. Bureau of Land Management Mining Claim Geographic Index Report (LR2000) with a location date of June 30, 1965 and the latest assessment year is 2008.

Surface Rights

Certain claims on the Roca Honda Property are found on National Forest Service Lands, administered by the U.S. Forest Service. A Notice of Intent and/or a Plan of Operations must be filed with the appropriate District Ranger of the U.S. Forest Service and approval must be received before any new surface disturbance activities may be conducted.  A Plan of Operations requires a reclamation cash bond be in an amount set by a Forest Service officer.

New Mexico State Lease

The area covered by the New Mexico State Mining Lease (in this section of the AIF, the Roca Honda Property, referred to as the “Lease”) is 640 acres and it is located in Section 16.  The Lease was acquired by David Miller on November 30, 2004 and was subsequently assigned to Strathmore Resources (US) Ltd. (“Strathmore Resources”), a wholly owned subsidiary of Strathmore.  The original term of the Lease is three years and will continue as long as minerals are produced or mined in paying quantities on the Roca Honda Property.  The Lease stipulates a 5% of gross returns royalty to the State of New Mexico, less smelting or reduction costs, for production of uranium and if there is no production during the terms of the Lease, an advance royalty is required.

The Lease grants Strathmore Resources the right to enter the Roca Honda Property for mining purposes, and the right to use and occupy so much of it as may be necessary or convenient to carry out such mining purposes.

Nature and Extent of Strathmore’s Title

On July 26, 2007 Strathmore and Sumitomo Corp. of Japan executed a joint venture agreement to develop the Roca Honda Project that includes the Roca Honda claims and the New Mexico State mining lease. See “General Development of the Business” above.

Roca Honda Resources, LLC was formed July 24, 2007 as a limited liability company in Delaware and on July 26, 2007 filed application for certificate of registration with the Public Regulation Commission of New Mexico stating that the names of the persons in whom management of the limited liability company is vested are: Strathmore Resources U.S. Ltd.; SC Clean Energy, Inc; and Summit New Energy Holding, LLC. The Certificate of Registration was approved August 6, 2007. Roca Honda Resources offices are located at 4001 Office Court, Suite 102, Santa Fe, NM 87507.

Strathmore granted to Roca Honda Resources, LLC the Roca Honda claims by means of a Special Warranty Deed dated August 16, 2007 and recorded as document 333421 with the McKinley County, NM recorder August 21, 2007 and with the BLM in Santa Fe August 23, 2007. Strathmore also assigned to Roca Honda Resources, LLC on August 17, 2007 the New Mexico General Mining Lease number HG-0036. The assignment was approved by the Commissioner of Public Lands on Augusts 20 and to become effective on August 21, 2007.

Strathmore Resources (US) Ltd initially held the Roca Honda claims listed above by Quit Claim Deed by Rio Algom Mining LLC (Rio Algom), successor to Kerr-McGee, conveying all title to the above-listed claims to Strathmore Resources (US) Ltd. The Roca Honda claims are listed in Schedule A of the Deed. The Quit Claim Deed was dated effective March 12, 2004 and recorded with the McKinley County Clerk on March 19, 2004, Book 22, P. 3402. A signed and recorded copy of this Quit Claim Deed was examined in Strathmore Resources files. Also there exists an underlying purchase agreement between Rio Algom Mining LLC and Strathmore dated March 12, 2004, leading to the Quit Claim Deed. The purchase agreement sets out existing royalty obligations for the west part of the Roca Honda property. Exhibit 2 states that: 1. Uranium production from mining claims in Section 9-13N-8W identified in Exhibit 1 as Roca Honda 163 through 171, 190 through 198, 217 through 225, a nd 244 through 252 (a total of 36 claims) is subject to a non-participating royalty of one percent to the estate of Melvin E. Richards, et al. The rights and obligations associated with this royalty are fully described in the Settlement Agreement and Release dated June 6, 1983 and identified in the United States District Court for the District of New Mexico as No. CIV 78-722C.

In the purchase agreement, the Seller (Rio Algom) also stated: Section 7. Seller represents and warrants the following as of the Closing Date to Buyer. (a) The Mining Claims are in good standing, and Seller owns all right, title and interest in the Mining Claims, free and clear of any liens, claims, charges or royalties, except (i) as provided for or in the instruments creating the Mining Claims, (ii) as set forth in Exhibit 2, and/or (iii) for royalties reserved or retained under applicable laws or regulations in favor of the governmental authority or authorities granting the Mining Claims.  

The New Mexico General Mining Lease was initially acquired by David Miller, 131 Davis Lane, Riverton, WY approved and signed by the New Mexico Commissioner of Public Lands on  November 30, 2004. The Lease was subsequently assigned to Strathmore Resources US Ltd, a wholly owned subsidiary of Strathmore Minerals Corp. by David Miller by Application for Assignment of a General Mining Lease to the State of New Mexico, signed and notarized March 13, 2006, with transmittal letter to the State Commissioner of Public Lands. David Miller is currently CEO of Strathmore.

Environmental Liability

To the best knowledge of management there has been no previous mining of the deposits on the Roca Honda property. There has been surface disturbance consisting of access roads about eight feet wide and drill pads.

Permits Required

Prior to any mining activity on the area covered by the New Mexico State Mining Lease, a reclamation plan must be submitted to the state commissioner for approval and permits must be obtained from various permitting agencies in accordance with the New Mexico Mining Act.

A new drilling program on the Roca Honda Property will require an approved exploration permit from the New Mexico Mining and Minerals Division of Energy, Minerals and Natural Resources Department (in this “Roca Honda Property” section, the “EMNRD”), and an approved Plan of Operations from the U.S. Forest Service.  Exploration operations also require an approved exploration permit from EMNRD.

In addition to the above surface use and drilling permits, any injection or pumping operations will require permits from the New Mexico Environmental Department, which has authority under the Safe Water Drinking Act. Furthermore, any uranium ISR pilot plant operations with wells will require an extensive permitting procedure involving material licences to be obtained from the Nuclear Regulatory Commission (“Nuclear Regulatory Commission”) and an approved Environmental Impact Statement prior to any production.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

Access

The Roca Honda Property can be reached by traveling north 23½ miles from Milan on NM State Hwy 53, then west by dirt roads approximately 1½ miles on U.S. Forest Service Lands.  Most of the drill roads require four-wheel drive.  Access to certain areas will require road maintenance and permission from the State Highway Department and owners of fee lands.

Climate, Topography, Elevation and Vegetation

The Roca Honda Property is in a semi-arid, high-desert climate. Vegetation is comprised mostly of grasses, pinion pine and juniper trees. Annual precipitation totals approximately 11 inches. Grants has an average annual temperature of 51°F; an average summer high temperature of 81°F; a an average summer low temperature of 50°F; an average winter high temperature of 40°F, and an average low temperature of 10°F. Winter snow and inclement weather conditions may interrupt operations occasionally.

The Roca Honda Property has moderately rough or steep topography in certain areas and is composed of shale slopes below ledge-forming sandstone beds as mesas.  Elevations range from 7,300 to 7,800 feet.

History

Ownership History of the Property

Kerr-McGee Oil Industries, Inc. (“Kerr-McGee”) staked the unpatented mining claims in Section 9 and 10 of the Roca Honda Property in 1965.  Kerr-McGee, its subsidiaries and its successor, Rio Algom Mining LLC, held the claims until they were acquired by Strathmore Resources in March, 2004.  The land under the New Mexico State Lease (Section 16) is owned by the State of New Mexico. State Mining Leases in respect of Section 16 were issued to various companies over the years. Rare Metals Corporation held a State Mining Lease over Section 16 in the 1950s and performed the first exploration drilling in the area.  Subsequently, Western Nuclear Corporation (“Western Nuclear”) held a State Mining Lease over Section 16 from the period of 1968 to 1971 and Reserve Oil and Minerals Corporation “Reserve” owned a 25% interest in the Lease at that time. Western Nuclear and Reserve acquired another 15-year lease in that area, which was later assigned to a company named U.Q.I.T.U., and subsequently relinquished on February 15, 1990.  Quivira Mining Company, a wholly owned subsidiary of Kerr-McGee acquired Lease number Q-1414 over Section 16 effective July 1, 1990, which was relinquished on November 11, 2000.  David Miller acquired a new State Mining Lease in November 2004 and subsequently assigned the Lease to Strathmore Resources.  David Miller was issued 300,000 Strathmore common shares valued at $271,000 for the State Mining Lease.

Exploration and Development Work Undertaken

The first drill holes in Section 9 were completed in 1966 and the discovery was made on August 2, 1970.  A total of 187 holes totalling 387,849 feet were completed. The first drill hole in the Section 10 was completed in October 1967. Discovery of ore grade mineralization was made in a drill hole completed March 19, 1974.  A total of 175 drill holes totalling 449,493 feet were completed.

In Section 16 the first drilling took place in the 1950s by Rare Metals Corporation.  A total of 13 holes, including two holes that intercepted strong uranium mineralization, were completed. Subsequently, Western Nuclear acquired a mining lease for Section 16 and began drilling in 1968. Western Nuclear’s second drill hole intercepted strong uranium mineralization at a depth of 1,587 feet.  Between August, 1968 and September, 1970, Western Nuclear drilled 63 holes totalling 121,164 feet.

There has been no previous production from the Roca Honda Property.

Geological Setting

Regional Geology

The Grants Mineral Belt in northwest New Mexico, lies within the Colorado Plateau geologic province and on the south flank of the San Juan Basin. It extends several miles east of Laguna to the Gallup area and is 100 miles by 25 miles wide. The belt includes the Laguna, Ambrosia Lake and Church Rock districts. Principal host rocks for the uranium deposits are the fluvial sandstones in the Jurassic Morrison Formation, named the Westwater Canyon Member, and the Jackpile Sandstone. Other less important host rocks for uranium deposits are the Cretaceous Dakota Sandstone, and the Jurassic Todilto Limestone. The Morrison Formation forms outcrops along the south edge of the San Juan Basin and dips gently north into the basin. It is overlain by the Cretaceous Dakota Sandstone, Mancos Shale, and Mesaverde Group. The Morrison Formation was deposited in a continental environment and in the Grants Mineral Belt consists of four members in ascending order; the Rec apture Member (mostly grayish-red siltstone and claystone), the Westwater Canyon Member (gray, light yellow-brown and reddish-brown), fine to coarse grained arkosic sandstone with interbeds of greenish-gray and reddish-gray claystone), the Brushy Basin Member (mostly greenish gray-gray claystone) and the Jackpile Sandstone, an informal name for the upper fluvial sandstone in the east part of the Grants Mineral Belt near Laguna, New Mexico. The Jackpile sandstone does not exist in the Ambrosia Lake district. The Westwater Canyon Member, host for the uranium at the Roca Honda Property, ranges to 450 feet thick in the Grants Mineral Belt and consists of fine to coarse grained sandstone.

Local and Property Geology

Ledge-forming sandstones above shale slopes, all in the Cretaceous Mesaverde Group, underlie the Roca Honda Property. The Gallup Sandstone, lowermost formation of the Mesaverde, lies at a depth of about 400 feet, and is underlain by the Mancos Shale, which is about 800 feet thick. These units are underlain by the Dakota Sandstone, which is about 80 feet thick. The Dakota Sandstone is an aquifer in the region and unconformably overlies the Brushy Basin Member of the Jurassic Morrison Formation. The Brushy Basin Member consists of green and reddish claystone, is about 120 feet thick and is underlain by the Westwater Canyon Member, a host rock for uranium deposits. The Westwater Canyon consists of a series of fluvial quartz-rich, arkosic sandstones separated by thin green claystone shale beds. The Westwater is about 250 to 300 feet thick and is informally divided into five sandstone units.

The structure is not complex, but will require careful study for its effect on any future In-situ recovery (ISR) or conventional underground mining plans.  There are a number of north-trending faults that cut and displace ore, especially in the western two-thirds of Section 9.  Beds dip east at 7 to 11 degrees.

Deposit Types

Deposits in the Ambrosia Lake district and the Roca Honda Property are sandstone-type uranium deposits. Sandstone-type uranium deposits are irregular in shape, are roughly tabular and elongate, and range from thin pods a few feet in width and length, to bodies several tens or hundreds of feet long. The deposits are roughly parallel to the enclosing beds, but may form rolls (tabular lenses) that cut across bedding. The deposits occur in more than one layer, form distinct trends, commonly parallel to depositional trends, and occur in clusters. Two sub-types of deposits occur, primary ore and post-fault ore, also termed stack or redistributed ore, derived from primary ore. Primary ore in the Ambrosia Lake district consists mostly of uranium-enriched humic matter that coats sand grains and impregnates the sandstone, imparting a dark color to the rock. A direct correlation exists between uranium content and organic carbon content by weight percent in the ores. Primary ore is mostly tabular and subparallel to the bedding. Stack or post-fault ore differs from primary ore mostly in geometry, and “stacks” upward along faults and fractures. Stack ore is commonly medium gray, and lower in grade than primary ore.

Exploration

Exploration methods for sandstone uranium deposits differ in many respects from those for other metals. The uranium deposits in Ambrosia Lake and at the Roca Honda Property have no surface expression and thus, require drilling for discovery. There are no surface methods for detecting uranium deposits at depths of 1,500 to 2,500 feet, as at the Roca Honda Property. It is not possible to predict the discovery of ore deposits ahead of drilling. Common practice is to drill widely spaced random holes to gather geologic information, including alteration bleaching, traces of mineralization, and sandstone development. This information is used to guide the location of subsequent drill holes, with the object of intercepting mineralization as quickly as possible. Once strong “ore grade” uranium mineralization is intercepted in a drill hole, that hole is offset by four new drill holes spaced equally from the discovery hole and from each other. At dril ling depths such as at the Roca Honda Property, the initial offsets are typically made on 150 or 200 foot spacing. Subsequent offset drilling to mineralization is modified continually as new geologic information is developed.

Previous exploration of the Roca Honda Property consisted of an ongoing drilling program performed by Kerr-McGee and staged over a number of years. The drilling was performed by contracted drilling companies and the geophysical logging was by Century Geophysical Corp. and by trucks owed and operated by Kerr-McGee. Kerr-McGee logging trucks probed most of the mineralized drill holes.

Based on a review of Section 16 drill hole maps and related summaries, an initial drill program of 13 drill holes was performed by Rare Metals Corporation in the 1950s using Century Geophysical Logging. The name of the drilling company was not available. Western Nuclear performed subsequent drilling under a new mining lease during a two-year period from 1968 through 1970 using Clyde Jones Drilling Company as the drilling contractor and Geoscience, a geophysical logging company based in Denver, Colorado for logging.

Mineralization

Summary

The typical mineralized rock in the Ambrosia Lake district, occurs as uranium-humate cemented sandstone. The uranium mineralization consists largely of unidentifiable organic-uranium oxide complexes that are light gray brown to black. Although coffinite and uraninite have been identified in the Grants Mineral Belt, their abundance is not sufficient to account for the total uranium content in an ore sample. Admixed and associated with the uranium are enriched amounts of vanadium, molybdenum, copper, selenium, and arsenic in order of decreasing abundance. Other metals are also enriched above background amounts. Total uranium production from Jurassic Morrison sandstones within the Grants Mineral Belt was more than 340 million pounds U₃O₈ from 1948 through 2000, including the Ambrosia Lake district, which has produced 201 million pounds.

Geologic controls

The primary ore control is the presence of a quartz-rich, arkosic, fluviatile sandstone in the Morrison Formation. This type of sandstone is the only commercial host rock in the Ambrosia Lake district. Next in importance is the presence of carbonaceous matter as detrital plant fragments and humate pods. The presence of pyrite and bleaching alteration is important. Sedimentary features may exhibit control on a small scale. For example in the nearby Johnny M mine, a sandstone scour feature truncates underlying black ore, indicating nearly syngenetic deposition of uranium ore with the sandstone beds. Uranium ore in places is related to clay-gall (cobbles) layers within the host sandstone. Alteration bleaching forms a halo that encloses ore. The bleaching caused by the removal of reddish ferric-iron pigmentation imparts a light-gray color to the sandstone, and a greenish rim on red-cored claystone cobbles or galls. Primary ore pre-dates, and is not rela ted to, present structural features; however stack ore is related to both faults and occurs at the margin of reddish iron oxide staining in the sandstone.

Drilling

Previous drilling on the Roca Honda Property was performed by Kerr-McGee and by Western Nuclear using rotary mud drilling with truck-mounted drills contracted by local drilling companies. The common practice of Kerr-McGee and by Western Nuclear was to drill the holes with 4¾-inch diameter bits by conventional rotary drill rigs circulating drilling mud. All drilling was vertical. The cuttings were typically taken at five foot intervals by the driller and laid out on the ground in piles in rows of 20 samples or 100 feet. A geologist would then examine the drill cuttings and record lithology and alteration on a drill log. The drill holes were taken through the Westwater Canyon Member and a few tens of feet into the underlying Recapture Member (non-host). Upon completion of a drill hole, the hole was logged with a gamma-ray, self potential, and resistivity probe by either a contract logging company or in some cases by a logging truck owned by Kerr- McGee. After running the log, a drift tool (filmshot) was lowered into the drill hole for survey at 50 or 100 foot intervals. Deviation from vertical in a single intercept was commonly less than 1^o – 3^o, and the dip of beds is 7^o to 11^o, thus mineralized intercepts represent essentially true thickness.

A total of 438 drill holes have been completed on the Roca Honda Property, 130 of which contain the strongest mineralized intercepts with a minimum grade of 0.10% U₃O₈, and a minimum grade x thickness (GT) of 0.60. The following table summarizes the drilling results.  Strathmore drilled four pilot holes of which three were completed as monitor wells totalling 8,050 feet for environmental baseline and monitoring purposes in Section 16 from Jun through November 2007.

Summary of Drilling Results for the Roca Honda Property

Section	No. of Holes	Total Footage	Uranium Mineralization
			GT >0.60 Grade >0.10% eU3O8	GT >0.30 Grade >0.05% eU3O8	Other
9-13-8	187	388,849	45	20	122
10-13-8	175	450,838	60	21	94
Sub-total	362	839,687	105	41	216
16-13-8	63	121,164	23	11	29
	13	unknown	2	0	11
Total	438	960,851	130	52	256

Sampling Method and Approach

Gamma-ray Logs

All of the mineralized intercepts for the historical resource estimates were calculated by Kerr-McGee from gamma-ray logs probed for each drill hole. Each log consists of gamma-ray, resistivity, and self-potential curves plotted by depth. The resistivity and selfpotential curves provide bed boundaries and are mainly used for correlation of sandstone units and mineralized zones between drill holes. The equivalent U₃O₈ content from the gamma logs was calculated by Kerr-McGee using the industry-standard method developed originally by the U.S. Atomic Energy Commission. Kerr-McGee’s method was as follows: For zones greater than two feet thick, first pick an upper and lower boundary by choosing a point approximately ½ height from background to peak of anomaly. Then determine the counts per second for each one-foot interval. Divide by the number of intervals for an average counts per second for the anomaly. Then convert the counts per second to % U₃O₈ (e U₃O₈) using the appropriate Kerr-McGee charts for the specific logging unit used.

Disequilibrium

Disequilibrium is a term used to describe the disparity in the normal ratio between uranium and its naturally occurring radioactive daughter products, which are measured by the gamma log. Generally, checks for disequilibrium are made when drilled resources reach approximately 100,000 to 500,000 lbs of contained U₃O₈ and in new areas disequilibrium is checked after the first few ore holes.

Disequilibrium was seldom a factor for dark gray, primary ore in the Ambrosia Lake district. However there may be disequilibrium to a varying extent for redistributed or stack ore. Usually in cases where disequilibrium is identified, the uranium (low radioactivity) has been transported a short distance from its daughter products (radioactive) which have remained in their original site of deposition. This must be addressed for grade-control purposes during subsequent mining.

The best evidence to allay concerns of disequilibrium is experience from identical deposits using the record trail from gamma-ray interpretations of surface drill holes, followed by ore reserve estimates, then underground gamma-ray probe from the subsequent mine, then mill-head gamma-ray probes as the truck arrives at the mill, then chemical analysis of the resultant product, termed yellowcake.

Based on years of such historical production there were no reports of significant disequilibrium effects in the east part of the Ambrosia Lake District.

It is very important how disequilibrium is determined, and using core introduces other variables requiring checks. The down-hole probe “sees” the radioactivity of a 2.5 ft. diameter cylindrical area centered about the drill hole. This should not be compared to simply the chemical assay of a 2 3/4 –inch diameter core sample. Instead, the core is sampled over the mineralized interval as determined by a hand-held Geiger counter or scintillometer to define mineralized boundaries. The core is split and sampled for the intervals selected. Each sample is crushed and pulverized, then two separate assays are made of the same pulps; a scaler-radiometric or closed can radiometric assay and a chemical assay. The disequilibrium factor, if any, is expressed as a ratio of chemical/radiometric.

It takes about one million years for uranium to form its radioactive daughter products and achieve equilibrium. The Morrison uranium deposits are of Jurassic age and thus are in equilibrium, unless altered by recent surface waters.

There is no report of core holes or core assays for the drilling performed by Kerr-McGee on Sections 9 and 10. Western Nuclear reports cored intervals for 2 drill holes, Dh 68 and 69, but no assay data was reported in the files examined.

Drill cuttings

Drill cuttings are useful for mapping alteration and in conjunction with the geophysical logs for lithology, but are too dilute to analyze for uranium content. Lithologic logs were not reviewed as part of the Roca Honda Report, however drill data summary sheets provided sandstone alteration interpretations.

Core Samples

Since the previous technical report on Roca Honda dated March 31, 2006, Strathmore has drilled four pilot holes and completed three of them as monitor wells for environmental baseline and monitoring purposes in Section 16 from June through November 2007. The entire thickness of the Westwater Sandstone, except for zones with no recovery, was cored in the pilot holes for these wells. The cores are PQ diameter (3 inch) and were taken principally for laboratory testing of hydraulic conductivity, effective porosity, density and chemical analysis. Selected intervals of core were split and sampled for either multi-element chemical analysis or for hydrogeologic studies. In addition to the uranium, vanadium, organic carbon and multi-element ICP-MS and ICP-AES analyses, core samples were taken for hydrogeologic laboratory analysis.

Pilot hole S-1a was cored and assayed, but it was not possible to run a gamma-log.

Pilot hole S-1b was drilled approximately 30 ft from S-1a. S-1b was logged, but not cored. The gamma-ray probe for S-1b intercepted three zones of strong uranium mineralization, which were:

•

An upper zone from 1902.5 to 1911.0 ft. containing 8.5ft. of 0.22% eU3O8 in the A-Sand.

•

A middle zone from 1953.0 to 1958.0 ft containing 5.0 ft of 0.26% eU3O8 in the B1-Sand, and

•

A lower zone from 1971.0 to1981.0 ft containing 10.0 ft of 0.12% eU3O8 in the B2-sand.

The gamma-ray probe for S-2 intercepted three zones of strong uranium mineralization which were sampled by core. The gamma-ray probe mineralized intercepts in S-2 are:

•

An upper zone from 1731.0 to 1734.0 ft. containing 3.0 ft. of 0.16% e U3O8 in the A-Sand (RH07-011, 1.0 ft of 0.38% U3O8)

•

A middle zone from 1748.0 to 1757.0 ft. containing 9.0 ft of 0.56% e U3O8 in the A-Sand (Partially sampled, RH07-012, 1.2 ft. of 1.19% U3O8) and (RH07-0034b, 5.0 ft. of 0.705 U3O8)

•

A lower zone from 1792.0 to 1793.5 ft containing 1.5 ft of 0.20% e U3O8 in the B1-sand (RH07-013, 1.3 ft. of 0.19% U3O8).

The gamma-ray probe for S-3 intercepted two zones of moderate uranium mineralization which were sampled by core. The gamma-ray probe mineralized intercepts in S-3 are:

•

An upper zone from 1922.5 to 1929.5 ft. containing 7.0 ft. of 0.02% eU3O8 in the B1-Sand (RH07-0032, 1.0 ft of 0.080% U3O8)

•

A lower zone from 1942.75 to 1944.75 ft containing 2.0 ft of 0.07% eU3O8 in the B1-sand (RH07-003, 1.0 ft. of 0.024% U3O8).

The chemical analyses were performed by Energy Laboratories, Inc, Casper, WY by ICP-MS and ICP-AES methods, and by Mineral Lab, Inc using X-ray Florescence methods. Uranium is reported as U (ppm) and herein converted to % U3O8 (ppm U * 1.17924/10,000). The gamma-ray probes were by Jet West Geophysical Services, Farmington, NM.

Sample Preparation, Analyses And Security

Prior to the above-discussed pilot holes with cored zones drilled recently by Strathmore, no chemical analyses or core holes by Kerr-McGee were found by this author within the data searched for the Roca Honda property. Typical operating practice in the Ambrosia Lake district was to rely on calibrated gamma log interpretation of mineralized intercepts in drilling up to and including resource estimates. The practice of core sampling for chemical assay varies by operator, but was typically done for metallurgical confirmation prior to capitalizing development such as shaft sinking and mine development. Kerr-McGee had extensive operations in the Ambrosia Lake district and from a review of their reports and data on the Roca Honda (Sections 9 and 10) expressed no concern for coring for chemical assay. There was no discussion of possible disequilibrium concerns in any of the Kerr-McGee reports, including those for proposed mine and shaft sinking. It is, how ever, prudent and typical practice to obtain core samples for chemical assay in new regions where disequilibrium (differing chemical vs. radiometric analysis) was suspected. No significant disequilibrium effects in the east part of the Ambrosia Lake district, which extends to, and beyond the Roca Honda property are known.

For the 4 pilot holes drilled for environmental monitor wells on Section 16, Strathmore followed strict standard operating procedures as later set out in the Strathmore documents entitled:

•

Draft Standard Operation Procedure 001: Core Handling, January 2007

•

Draft Standard Operation Procedure 004: Lithologic logging of cuttings and core, January 2007

Probe Truck and Calibration

Kerr-McGee files contained detailed records of probe truck equipment characteristics including truck number, probe number, crystal size, dates of use, k-factors, calibration tests and resulting factors. These are kept for each logging unit whether a company Kerr-McGee truck, or a Century Geophysical truck. Each gamma log contains a footer with a calibration run, and a header sheet with the rerun factors and probe unit number. The Western Nuclear logging was performed by Geoscience Associates, Inc., a reputable independent contract-logging operator, based in Denver, Colorado. Geoscience recorded calibration, instrument number and k-factor on their logs and header sheets attached to each log. Of the reduced-size logs available for Section 16, calibration runs were made on all logs. The header sheet was copied at the bottom of the logs from drill holes 31 to 70, and at the top of the reduced logs for drill holes 1 to 30. There is a complete file of dri ll summary sheets with the interpreted grade, thickness, zone and alteration (oxidation) for each mineralized interval for all of the drill holes. Drill hole drift surveys are recorded, however the original survey shots were not recovered.

The four pilot holes for monitor wells recently drilled by Strathmore were probed by Jet West Geophysical Services, LLC, Farmington, NM. Jet West maintains a policy of regularly calibrating gamma-ray probes to determine instrument k-factor, using the five calibration pits (cased holes) in Grand Junction owned by the U.S. Department of Energy and maintained by Stoller Corporation (Jet West, 2007). Jet West provides a digital and graphic log with counts per second (CPS) as well as %eU3O8 computed by the k-factor and other calibration factors on their logs.

Data Verification

Review of Original Records

A detailed review was made of the extensive files in Strathmore’s warehouse in Riverton, Wyoming on October 14 and 15, 2004. There were over 300 boxes, file cabinets and map files in the data storage covering the Roca Honda Property as well as other projects. The files are quite complete with original data including gamma ray logs and maps. The specific items recovered and researched are: Original gamma ray logs, mini logs, drill hole summaries, ore reserve calculation sheets, copies of drill hole maps, ore reserve maps, reports of mine plan, survey documents, logging truck calibration records, and a few representative cross-sections. Data was reviewed in February and March, 2006 in detail for Section 16 that included drill hole maps by Rare Metals Corporation, Western Nuclear, and Kerr-McGee, reduced gamma ray logs (at a scale of 1in=50ft), drill data summary sheets with depths, thickness, grade and horizon of uranium mineralization, drift sur vey results and color of host rock. The dataset also included a set of drill hole data sheets prepared by Kerr-McGee for Section 16 that summarizes the mineralized intercepts by drill hole, together with a rough calculation of “ore reserves” with the initials “JWS” and dated 9-25-79. These notes did not have supportive maps with block outlines and thus may have been a set of preliminary evaluation notes.

Limitations on Sample Verification

The entire original, factual assay data are represented by the continuous gamma-logs that were made during the drilling programs as each drill hole was completed. These logs were run by Kerr-McGee operated logging trucks and Century Geophysical for Sections 9 and 10, and by Geoscience Associates logging trucks and Century Geophysical for Section 16. The logging procedure is to calibrate the probe and record the plot on the log paper with a known radioactive source, and then lower the probe to the bottom of the drill hole and log coming out of the hole. When a mineralized interval is encountered the probe is pulled up through the zone to find its upper limit, lowered again and the mineralized zone is re-run at a less-sensitive scale to fit the plot on the log paper. All the information regarding scale of the re-run is noted on the log for later computation of grade.

This radiometric probe method of assay is unique to uranium exploration and provides a continuous record of the mineralization with depth.

Each logging truck periodically made logging runs of the U.S. Atomic Energy Commission (AEC) test pit, a set of shallow holes with known concentrations and thickness of uranium. In addition to the gamma curve, plots are made of the Resistivity and SP (Self-Potential). The resistivity and SP provide a continuous strip chart of the various lithologies as the probe is lifted up the drill hole. Thus, the gamma anomalies may be correlated to a specific footage, correlated with specific lithologic units, much as in core, but without the possibility of mixing core, or salting samples.

The calibration of probes with the U.S. AEC (later, Department of Energy, DOE) test pit is the standard by which the uranium industry operated. This method is analogous to a system of check assays of an assay laboratory. The test pits were designed with uranium-bearing material of the type and grade common to the Grants Mineral Belt. Many thousands of drill hole intercepts in the Grants Mineral Belt were logged in this manner.

Mineral Processing and Metallurgical Testing

No metallurgical test data for the Roca Honda Property were recovered in the files reviewed. Kerr-McGee operated an acid leach mill at more than 7,000 tons-per-day in Ambrosia Lake and reported typical recoveries of 94-97%, depending on grade of the contained U₃O₈. There was no indication, in the files examined, that Kerr-McGee was concerned about the metallurgy for their conventional mining plans for the Roca Honda Property. However, Kerr-McGee did consider the potential for chemical mining of the uranium deposits in Sections 9 and 10. Kerr-McGee proposed an estimated 55% recovery of the historical resources and proposed a detailed chemical mining study of the Sections 9 and 10 deposits to include pump testing and leach tests of core.

Mineral Resource Estimates

Deposit Geology Pertinent to Resource Estimation

Uranium deposits occur in five sandstone units in the Westwater Canyon Member of the Jurassic Morrison Formation. The Westwater ranges from 250 to 300 feet thick in the Roca Honda Property, and is overlain by the Brushy Basin Member consisting of green mudstones and underlain by the Recapture Member consisting of mudstone, siltstone and shaly siltstone. The individual sandstone host units in the Westwater average 20 to 60 ft thick and are separated by thin mudstone interbeds. The uranium deposits are tabular and range from 1.5 to 29 feet thick. In plain view, the deposits are relatively narrow (50- 200ft) and are elongate along an east-southeast trend in Section 9 and 10 and the north part of Section 16 and an east trend in the central part of Section 16. Uranium mineralization in the Roca Honda Property would be typical of geologically identical deposits to the west in which the uranium occurs together and admixed with medium- to dark-gray humate t hat impregnates the sandstone. The color is due to organic carbon, which has a direct weight percent relation to uranium content. From examination of the cross sections, e-logs and underground observation to the west it is evident that uranium mineralization forms both tabular deposits that sub parallel bedding or “roll” across bedding, and in places form C-shaped roll fronts that are convex down-dip or basin ward to the northeast. Leading “tails” to the front are intersected as upper and lower limbs, up-dip from the actual front that may fill a major part of the entire thickness of an individual sandstone unit.

Data

Basic data for the resource estimate for Sections 9 and 10 were the Kerr-McGee Drill Hole Data summaries, drill hole survey information, mineralized intercept gamma-log interpretations by Kerr-McGee geologists, drill hole maps and reports and memos prepared by Kerr-McGee. Kerr-McGee had performed a mineral survey of the claims and drill hole collars in 1980 by a professional mineral surveyor. Basic data examined for the resource estimate for Section 16 were the Western Nuclear drill hole maps with uranium values, reduced e-logs with header sheets, gamma reruns, drill data sheets prepared by Western Nuclear with mineralization values, tops and bottoms, sand unit designation and drift survey information. Two separate maps checked each other with no visible errors.  Thickness of mineralized intercepts was taken from the measured drill hole interval and is treated as true thickness. Drill hole deviation is less than 3^o from vertical, thu s any correction from apparent to true thickness is negligible. Down-hole drift survey results were available for all holes drilled on Section 9, all but one of the 175 holes drilled on Section 10, and 52 of the 63 holes completed on Section 16.

186 mineralized intervals were used in the 0.6 GT cutoff for the measured and indicated category.

Resources

The mineral resources in this report are unchanged from those previously reported in the technical report dated March 31, 2006.  However, subsequent to previous report, Strathmore has performed preliminary evaluation of the technical, regulatory, and economic feasibility to enable a decision whether to proceed toward insitu or conventional mining and milling alternatives (DeJoia, PC). At this time (2008) the major emphasis by Strathmore is on a conventional underground mining and milling approach. This approach will require revising the mineral resource estimate using cutoff factors of grade and GT as before, but with an additional cutoff factor of a minimum mining thickness, typically 6 ft and an increase in the lower grade cutoff to reflect estimated underground mining costs.

Recent drilling of the four pilot holes by Strathmore has encountered additional strong uranium mineralization, which is encouraging. Strong uranium intercepts in pilot hole S-2 would add just more than 1% to the measured and indicated resource, an amount less than the margin of error in such computations. These amounts were not added to the mineral resource at this time.

Deposits at the Roca Honda Property can be reported as a mineral resource based on the fact that Kerr- McGee was proceeding to develop the deposit under a mine plan proposal and had commenced sinking a shaft to mine uranium deposits in Section 17, southwest of, and cornering Sections 9 and 10 of the Roca Honda Property. It is believed that Kerr-McGee intended to access Sections 9 and 10 from the shaft. In addition Kerr-McGee had planned to evaluate the in-situ mining potential of the Roca Honda Property. The Johnny M uranium mine, one mile west was successfully mined from 1976 to 1982. Potentially viable recovery methods for the uranium resource in the Roca Honda Property include the use of ISR as well as conventional mining and milling techniques. Strathmore is performing preliminary evaluation of the technical, regulatory, and economic feasibility to support these in-situ and conventional mining and milling alternatives.

The method of resource calculation used in the Roca Honda Report was different from that of the Kerr-McGee method and was based on the method of polygons (perpendicularbisector polygonal method), also known as areas of equal influence (AOI), wherein polygons are constructed about each sample point (drill intercept) by using perpendicular bisectors halfway between adjoining samples.

Polygons were constructed about the bottom-hole position of drill holes, and the area of equal influence (AOI) computed for each polygon. The AOI of each polygon was further limited by either adjoining drill holes, or a maximum capped size for the polygon. Criteria for the each of the Resource classes was as follows:

•

Measured Resource, AOI is capped at 10,000 ft² (100ft x 100ft).

•

Indicated Resource, AOI is capped at 20,000 ft² around the Measured AOI. The Indicated Resource is computed by subtracting (Measured) from (Measured and Indicated).

•

Measured and Indicated Resource, AOI is capped at 30,000ft². It was decided to cap each polygonal area at 30,000ft² AOI rather than the 40,000ft² AOI (200ft x 200ft) typically used for computing a Measured and Indicated class. This 25% reduction in the AOI is justified and reasonable, based on the Qualified Person’s familiarization with the geology of trend-type mineralization, present in the Roca Honda Property, which may have sharp rather than diffuse boundaries.

•

Inferred Resource, AOI is capped at 160,000ft² (400ft x 400ft), which was the largest area category. The portions of any polygons larger than this category were not used in computations.

In addition to capping polygons to a maximum area as described above, perpendicular bisectors to adjoining drill holes further limit each AOI.

The drill pattern within most of the resource area is on a spacing of approximately 150-200ft. In Section 16, large areas near the center of the Section have only widely spaced drill holes. Thickness and grade of each mineralized intercept were assigned to each polygon for computing tonnage. An assumed tonnage factor of 15 cubic feet per ton was used (Kerr-McGee, undated). This is the typical tonnage factor used by most operators in the Ambrosia Lake District for mineralized intervals in the Westwater Sandstone units. Computation of tonnage was made for each interval above a cutoff of 0.03% U₃O₈, (except for internal dilution of combined intercept zones) and with a further cutoff of GT (grade in % U₃O₈ x thickness product) at increments of 0.1, 0.2,0.3,0.4,0.5,0.6,0.7,0.8,0.9 and 1.0 GT. A minimum thickness cutoff was not used because ISR mining does not require the 6 feet minimum thickness necessary for u nderground mining equipment and personnel. The resulting tonnages were summed for each sand unit by class of resource. A weighted-average thickness and a weighted-average grade were computed for the total tonnages of each sand unit.

The new measured and indicated resource of 15.1 million pounds U₃O₈ for the Section 9 and 10 part of the Roca Honda Property is significantly greater (32%) than Kerr-McGee’s estimates of 11.48 million pounds for a “demonstrated resource” for the same Sections. The larger new resource estimate results from using a lower cutoff grade, no minimum mining thickness, and a larger area of influence (AOI) for the indicated category than that of Kerr-McGee. Kerr-McGee used the circle and tangent method and a cutoff of 6ft of 0.10% U₃O₈, (GT of 0.6). The Roca Honda Report used the polygonal-bisector method, a grade cutoff of 0.03% U₃O₈ and a GT cutoff of 0.6.  A summary of the estimated mineral resource is tabulated below:

Mineral Resource Summary

	Cutoff GT	Tons	Grade (%U3O8)	Pounds (U3O8)	Thickness (ft)	GT
Measured	0.6	1,305,000	0.23	6,035,000	19.3	4.46
Indicated	0.6	2,477,000	0.23	11,477,000	19.3	4.51
Measured and Indicated	0.6	3,782,000	0.23	17,512,000	19.4	4.50
Inferred	0.6	4,546,000	0.17	15,832,000	19.3	3.36

Other Relevant Data and Information

Exploration Potential

There is excellent exploration potential for the discovery of additional uranium mineralization in the Roca Honda property. There is potential for doubling the measured and indicated resource identified in Section 16. There is also good potential for finding additional significant mineralization in Sections 9 and 10. Additional drilling is expected to intercept mineralized material of similar thickness and grade as that previously identified. The best potential is within an east trend in the central part of Section 16. There are three “ore” holes that could each be offset-drilled on 200-foot spacing by four drill holes. With success, that pattern could be repeated. There is also excellent potential near the center of Section 10 to offset-drill existing “ore” holes in the D sand with potential to extend a mineralized trend N30oW to the northwest corner of the Section.

ISR Consideration

Strathmore management has decided to emphasize advancing the Roca Honda project by potential underground mining instead of potential ISR operations.

Kerr-McGee considered the possibility of ISR production (In-situ leach) for the Roca Honda Property. A Kerr-McGee 1985 report contained a 2-page outline that summarized conventional and chemical mining resources and mining cost estimates for the Roca Honda, Sections 9 & 10. The outline for “chemical mining” used a “Total Resource” of 6,050,000 lbs U₃O₈ at a 55% recovery (of the total 11,000,000 pounds “resources”). Other items listed were: average thickness: 12 feet, average depth: 2250 feet, average grade: 0.32% U₃O₈, average front width: 200 feet. The cost estimate incorporated capital costs for production, monitor, and injection wells and plant cost. Operating and direct costs were also estimated. Restoration costs were also a line item. The costs are outdated and lack supportive information thus are not tabulated here.

Although Kerr-McGee proposed to conduct ISR pilot tests at the Roca Honda Property, there is no information that pilot tests, core analysis for permeability and metallurgical recoveries had been performed. ISR recoveries may typically be in the order of 60- to 70% but may range significantly lower or higher.

Conventional Underground Mining Consideration

Strathmore management has decided to concentrate ongoing studies for the Roca Honda project on the potential for underground mining as the highest priority, and relegate studies for ISR production to a lower priority at this time. Strathmore has contracted Professional engineering consultants to perform mine and mill studies. Conceptual designs and layout for a production shaft, haulage drifts, mine workings and stope plans have been prepared. Conceptual design criteria for a 2500 or 5000 ton-per day uranium mill has been prepared. Strathmore has performed in-house economic analysis and capitalization plans for the project (personal communication, John DeJoia). Strathmore has purchased land for a potential mill site in the Ambrosia Lake area for the Roca Honda project..

Interpretation, Conclusions and Recommendations

The exploration drilling, log interpretation, map posting and historical resources reviewed were produced in a professional, and accurate manner and that there is very good potential to drill additional uranium mineralization on Sections 9, 10 and 16 of the Roca Honda Property.

Exploration and Development

Recommendations – Stage I

The Roca Honda property is a project of merit and justifies additional work. It is recommended to perform work to determine economic viability and to convert the Mineral Resource to a Mineral Reserve and Preliminary Feasibility Study compliant with the CIM Standards and as referenced in NI 43-101. Further geologic studies should be performed to include compilation of numerous cross sections and detailed maps of mineralization in each sand unit to determine the geometry of mineralized fronts and tabular beds for a proposed underground mining unit. This study becomes especially important when underground mining is contemplated vs. ISR operations. It is recommended that Permitting activities continue to be given a high priority.

It is recommended to drill four core intercepts in Section 9 and four in Section 10 to obtain cores from the mineralized zones for radiometric and chemical analysis, density determination, permeability and porosity tests. This core could be obtained from the pilot holes planned by Strathmore for the monitor wells. The core would also be used to perform preliminary metallurgical tests for milling amenability. Results of the initial coring would dictate whether additional cores are needed. A preliminary pumping test program should be performed for which approved permits must be acquired. Ground-water quality should be measured and rigorously monitored for pre-operation baseline data, possibly using the initial drill holes. It is recommended to drill 10 rotary holes in Section 16 to determine continuity of mineralization from the east to the west zones of mineralization for preliminary prefeasibility and conceptual mine planning.

Recommendations – Stage II

Given demonstrated positive economic viability from Stage 1, then certain prefeasibility tasks are recommended to advance the project, which are described in greater detail in the Roca Honda Report. It is recognized that the required time and costs, especially in permitting activities may significantly exceed these recommendations.

GAS HILLS DISTRICT PROPERTIES

The Gas Hills Uranium District is located 45 miles southeast of Strathmore’s Riverton office. It is accessible by paved road, has existing high voltage power, natural gas, and additional infrastructure. Permitting/development activities are continuing, including plans for the construction of a new uranium mill in the Gas Hills. These activities are managed under the direction of Strathmore’s Vice-President of Wyoming Operations, James Crouch, along with the Company’s team of engineers, geologists and consultants. Mr. Crouch was the Chief Mine Engineer for Utah International and Pathfinder (now AREVA) at the former Lucky Mc Mine and Mill in the Gas Hills for over 30 years. Strathmore’s experience and knowledge of the District and the nature of its uranium deposits are invaluable to its goal of achieving its first uranium production in Wyoming from the Gas Hills.

The Company (through its U.S Subsidiary, Strathmore Resources (US) Ltd.) holds over 33,000 acres with several historically-defined uranium deposits in the Gas Hills, many of which were planned and fully permitted for open-pit mining in the early 1980s.  Strathmore controls 100% of the Gas Hills projects, which now make up the Company's core uranium land holdings in Wyoming.  Please see table below under the heading “Uranium Resources Summary by Property for a summary of the properties held by the Company in the Gas Hills Uranium District, Wyoming.

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. Mineralization is 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.

Current Activities

In 2007, Strathmore began permitting activities in the Gas Hills. At the George-Ver property, Strathmore completed the installation of three ground water monitoring wells for the purpose of establishing baseline ground water quality and to perform hydrogeologic testing.  Air quality and meteorological monitoring stations were also installed at this time.  These activities begin the process of mine permit submittal, which requires a minimum of one year’s sampling to establish baseline conditions.

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. In 2008, The Company intends to drill ten holes, two to be cored from top to bottom, on the George-Ver property. The purpose is to positively identify and characterize all materials both overlying and underlying the mineralized zones. These studies serve as exploration/confirmation of the known deposits.

CHURCH ROCK PROPERTY

In December 2005, David C. Fitch, C.P.G., an independent consultant of the Company and a Qualified Person under NI 43-101, prepared a NI 43-101 report entitled Technical Report on the Strathmore Church Rock Uranium Property, McKinley County, New Mexico (the “Church Rock Report”).  Unless stated otherwise, the following information is summarized from the report which has been filed under the Company’s profile on SEDAR.

Property Description and Location

Size and Location

The Church Rock Property is located in the in the southern part of the Church Rock District of the Grants Mineral Belt in northwestern New Mexico. The Church Rock Property comprises 36 unpatented mining claims, totalling approximately 640 acres located in Section 4, T16N-R16W, New Mexico Principal Meridian, McKinley County, New Mexico. The Church Rock Property is approximately 10 air miles northeast of Gallup, New Mexico and can be reached by traveling east 6 miles from Gallup on Interstate 40, then north 10 miles on NM State Hwy 566 (paved), then west and southwest by dirt roads to the north central part of Section 4, 16N-16W. The Church Rock Property is one-half mile south of the Navajo Reservation boundary. Drill roads mostly require four-wheel drive for access and access to some parts may require maintenance.

Mining Claims

The 36 unpatented mining claims are held by Strathmore Resources.  The claims are contiguous and consist of the following claim names and numbers: Ram 1-36 (NMMC 36142-36177). The claims are listed in the U.S. Bureau of Land Management Mining Claim Geographic Index Report (LR2000) with a location date of 10/06/65, and the latest assessment year is 2008.  The claims were originally staked and recorded in 1965 in the name of Kerr-McGee Oil Industries, Inc.

Nature and Extent of Strathmore’s Title

Strathmore Resources holds the claims by Quit Claim Deed by Rio Algom Mining LLC conveying all title to the above-listed claims to Strathmore Resources.  

Mineralized Areas, Surface Disturbance, Environmental Liability

The uranium deposits on the Church Rock Property are shallow dipping and lie at depths of between 1,500 to 1,700 feet from the surface. There is no surface expression of the deposits and thus all information defining the mineralization is from drill holes.  In New Mexico there are drill hole plugging requirements for all holes that encounter water. Forms describing the method of plugging and other required information must be submitted to the State Engineer Office and the State Bureau of Mines and Mineral Resources within 90 days of encountering water in the drill hole.

As there has been no previous mining on the property, it is likely there are no existing significant environmental liabilities associated with the Church Rock Property.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

Access

The Church Rock Property is reached by traveling east approximately 6 miles from Gallup on Old Highway 66, then north approximately 10 miles on New Mexico State Hwy 566 (a paved road) to a location approximately one-half mile south of the Navajo Indian Reservation. Several potential access routes to the site from Highway 566 are available, including two that require access approval through the Navajo Reservation and two that require access agreements with other private surface landowners.

Legislation by the Navajo Nation Council was passed and signed into law April 29, 2005 which prohibits uranium mining on Navajo territorial lands. The Church Rock Property is Federal land managed by the U.S. Bureau of Land Management and not Navajo Reservation Lands. However the Navajo Legislation Act may make it difficult to cross reservation lands, thus gaining alternate routes of access across non-reservation lands will be necessary.

Climate and Vegetation

The Church Rock Property is in a semi-arid, high-desert climate. Vegetation is comprised mostly of grasses, pinion pine and juniper trees.  It is approximately 15 air miles northeast of Gallup, New Mexico, which receives an average of nearly 17 inches of precipitation annually. The major part of annual precipitation occurs with thunderstorms in June, July and August. An average of nearly 34.1 inches of snow falls annually, mostly during the period of time between December and February. Gallup has an annual average temperature of 41ºF, an average high monthly temperature of 83.9 ºF in July and an average low monthly temperature of 11.7ºF in January.  Winter snow and inclement weather conditions may interrupt operations occasionally.

Topography and Elevation

The Church Rock Property has relatively moderate topography and is mostly underlain by a mesa formed by ledge-forming sandstone beds that dip 2^o to 3.5^o northeast. Elevations range from 7,040 to 7,518 feet. A northeast trending canyon in the west part of the property has up to 200 ft relief, and a sandstone ledge and slopes in the extreme southeast corner of the property has 150 ft relief. The south-center to the east center part of the project has moderate relief of approximately 70 to 120 ft over a one-half mile distance.

Surface Rights

The claims on the Church Rock Property are found on Federal Lands, administered by the U.S. Department of the Interior and the Bureau of Land Management. Certain permits and approvals are required for use of the surface. A Notice of Intent and/or a Plan of Operations must be filed with the appropriate Bureau of Land Management District office and approval must be received prior to any new surface disturbance activities. A Plan of Operations requires a reclamation cash bond in an amount set by the Bureau of Land Management. In addition, exploration operations require an approved exploration permit from the New Mexico Mining and Minerals Division of Energy, Minerals and Natural Resources Department.

History

Ownership History

Kerr-McGee staked the Ram 1-36 unpatented mining claims on October 6, 1965, and recorded the location notices and affidavits in the McKinley County Courthouse. Kerr-McGee, its subsidiaries and its successor, Rio Algom Mining LLC, held the claims until they were acquired by Strathmore Resources on March 12, 2004.

No hydrologic study has been conducted for the Church Rock Property. Certain reports further indicate that Rio Algom Mining LLC did not complete in-situ leach (ISL) amenability tests for the uranium deposits in Section 4 – 1616.  However, URI to south has performed pump test and permeability studies on uranium mineralization that is a southwest extension of RAMC’s. Hence, it is believed that Section 4- 1616 uranium deposits can be mined by ISL methods.  Although Rio Algom did not run ISR tests, Kerr-McGee had previously run such tests.  Laboratory short column tests on core and ore samples indicated very leachable ore with 80 to 90% U₃O₈ extraction in the lab.  

Historical Mineral Resource Estimates and Reliability

Historical Resource Estimates were prepared by Kerr-McGee primarily during 1966 to 1977 and updated by its successor, Rio Algom Mining LLC in 1995.  A NI 43-101 technical report describing these resources can be found on SEDAR and is summarized below.  Although believed by Strathmore management to be relevant and reliable, these historical resources predate NI 43-101 and because they were not estimated in compliance with NI 43-101 procedures, they are not NI 43-101 resources.  See “Mineral Resource Estimates - Resources” below.

Historical Resource Estimate: Cutoff of 5 ft of 0.10% (GT of 0.5)

Category	Tons	Grade %U3O8	Pounds U3O8
Measured	2,532,000	0.11	5,426,000
Indicated	34,000	0.11	76,000
Total Measured & Indicated	2,564,000	0.11	5,502,000
Potential			500,000
Totals			6,002,000
Cutoff of 0.50 GT (grade % U3O8 times thickness in ft)
Average thickness: 12 ft
From: D.E. Smouse (1995)

Historical Resource Estimate: Cutoff of 6ft of 0.05% (GT of 0.30)

Category	Tons	Grade %U3O8	Pounds U3O8
Total Measured & Indicated
Cutoff of 6 ft of 0.05% (0.3 GT)	6,050,000	0.09	10,900,000
Church Rock Report: Cutoff of 0.03% (0.3 GT)	6,221,467	0.10	11,848,007
Difference from Church Rock Report	2.74%	5.80%	8.70%
From: Falk (1979)

Kerr-McGee’s criteria for determining resource blocks was rigorous and developed from years of successful operating experience in New Mexico and Wyoming.  The procedure was as follows:

(i)

Measured category

For Blocks in the measured category a circle is drawn on the map around the drill hole intercepts that meet thickness and grade of cutoff. The radius of the circle is equal to ½ the horizontal distance to the nearest drill hole intercept below cutoff, or 50 feet whichever is less. Two or more above-cutoff holes may be connected to construct a measured block by lines tangent to the circles provided that: (i) the intercepts tie or correlate within the same lithologic unit, and at least one foot of the intercepts can be connected with each other by a horizontal line (in correlation section); (ii) here are no below-cutoff intercepts in the same unit within the block; (iii) the above-cutoff holes are no more than 300 feet apart; (iv) where a below-cutoff hole interferes with a straight-line connection of a measured block, a 50- foot radius is applied to such hole and the straight line drawn to its radius so as to remove the below-cutoff area from th e measured block; and (v) an above-cutoff intercept is considered an isolated block if it cannot be tied to another such intercept.

(ii)

Indicated category

Indicated blocks are constructed to enclose the unsampled area between measured blocks and/or isolated holes, using the same methods described above except: above-cutoff holes are not connected if greater than 300 feet apart.

(iii)

Inferred category  

Inferred blocks are constructed to enclose the unsampled area between measured and indicated blocks and/or isolated holes, using the same methods as for measured except: horizontal distance between cutoff holes is greater than 500 feet and less than 1,000 feet if the intercepts tie. If they do not tie, the connection can be up to 500 feet.

(iv)

Miscellaneous

Cutoff grades (COG) and thickness for New Mexico surface holes: COG = 0.10% U₃O₈ at a mining thickness of 6 feet (6’/ 0.10 % U₃O₈).  Strathmore Church Rock cutoff was a GT of 0.50 (the equivalent of 5’/ 0.10 % U₃O₈). Calculation sheets were used by Kerr-McGee. The surface area was computed by planimeter from the map and multiplied by the thickness. This number was divided by the tonnage factor.  A tonnage factor of 15 cubic feet per ton was used for the New Mexico calculations.

Certain reports have reported a demonstrated reserve (measured and indicated) of 10.9 million pounds U₃O₈ at an average grade of 0.09% U₃O₈ for Section 4, using a cutoff of 6ft. of 0.05% U₃O₈. In other reports, regarding chemical mining potential for the Church Rock Property, estimates of “approximately 4 million pounds U₃O₈ recoverable from section 4” were made.  Further reports that “Laboratory short column tests on core and ore samples indicated a very leachable ore with 80 to 90% U₃O₈ extraction in the lab” have also been made.

(v)

Production History

There has been no previous production from the Church Rock Property.

Geological Setting

Regional Geology

The Grants Mineral Belt, in northwest New Mexico, lies within the Colorado Plateau geologic province and on the south flank of the San Juan Basin. It extends from several miles east of Laguna to the Gallup area, a distance of 100 miles by 25 miles wide. The belt includes the Laguna, Ambrosia Lake and Church Rock districts. Principal host rocks for the uranium deposits are fluvial sandstones in the Jurassic Morrison Formation, named the Westwater Canyon Member, and the Jackpile Sandstone. Other, less important host rocks for uranium deposits are the Cretaceous Dakota Sandstone, and the Jurassic Todilto Limestone. The Morrison Formation forms outcrops along the south edge of the San Juan Basin and dips gently north into the basin. It is overlain by the Cretaceous Dakota Sandstone, Mancos Shale, and Mesaverde Group. The Morrison Formation was deposited in a continental environment and in the Grants Mineral Belt consists of four members in ascending ord er; the Recapture Member, mostly grayish-red siltstone and claystone, the Westwater Canyon Member, gray, light yellow-brown and reddish-brown, fine- to coarse-grained arkosic sandstone with interbeds of greenish-gray and reddish-gray claystone, the Brushy Basin Member, mostly greenish gray-gray claystone, and the Jackpile Sandstone, an informal name for the upper fluvial sandstone in the east part of the Grants Mineral Belt near Laguna, New Mexico. The Jackpile sandstone does not exist in the Church Rock or Ambrosia Lake districts. The Westwater Canyon Member, host for the uranium at the Strathmore Church Rock property, ranges to 450 feet thick in the Grants Mineral Belt and consists of fine- to coarse-grained sandstone.

Local and Property Geology

Ledge-forming sandstones above shale slopes, all in the Cretaceous Mesaverde Group, underlie the Church Rock Property. The Gallup Sandstone, lowermost formation of the Mesaverde is underlain by the Mancos Shale, which is about 800 feet thick. These units are underlain by the Cretaceous Dakota Sandstone, which is about 60-80 feet thick. The Dakota Sandstone unconformably overlies the Brushy Basin Member of the Jurassic Morrison Formation. The Brushy Basin Member overlies the Westwater Canyon Member, host rock for the uranium deposits. The Westwater Canyon consists of a series of fluvial quartz-rich, arkosic sandstones separated by thin green claystone shale beds. The Westwater is about 250 to 400 feet thick and is informally divided into 8 sandstone units, A to H from top to bottom. Only sands A to F are the significant uranium-bearing units of interest.

Structure is not complex, but will require careful study for its effect on any future mining or ISR plans. There is a north-trending, shallow plunging anticline in the east half of Section 4, and a corresponding shallow plunging syncline in the west half of Section 4. The property lies on the south margin of the San Juan Basin and beds dip northeast at 2^o to 3.5^o.

From a review of the drill summaries, the top of mineralized zones in the Westwater Canyon Member ranges from 1,500 to 1,700 feet below ground surface.

Exploration

Exploration methods for sandstone uranium deposits differ in many respects from those for other metals. Uranium deposits in the Church Rock district have no surface expression and thus require drilling and geophysical logging for discovery. Common practice is to drill widely-spaced holes to gather geologic information, including alteration bleaching, traces of mineralization, and sandstone development. This information is used to guide the location of subsequent drill holes, with the object of intercepting mineralization as quickly as possible. Subsequent offset drilling to mineralization is modified continually as new geologic information is developed.

Previous exploration of the Church Rock Property consisted of an on-going drilling program performed by Kerr-McGee and staged over a number of years. Most of the drilling was by Stewart Brothers Drilling, a contract drilling company and the geophysical logging was by Kerr-McGee owned and operated trucks.

Deposits in the Church Rock Property are sandstone-type uranium deposits. Sandstone-type uranium deposits are irregular in shape, are roughly tabular and elongate, and range from thin pods a few feet in width and length, to bodies several tens or hundreds of feet long. The deposits are roughly parallel to the enclosing beds, but may form rolls (tabular lenses) that cut across bedding. The deposits occur in more than one layer, form distinct trends, commonly parallel to depositional trends, and occur in clusters. Two sub-types of deposits occur, primary ore and post-fault ore, also termed stack or redistributed ore, derived from primary ore. Primary ore in the Grants Mineral Belt consists mostly of uranium-enriched humic matter that coats sand grains and impregnates the sandstone, imparting a dark color to the rock. Primary ore is mostly tabular and subparallel to the bedding. Stack or redistributed ore differs from primary ore mostly in geometry, an d “stacks” upward along faults and fractures. Stack ore is commonly medium gray, and lower in grade than primary ore. Uranium mineralization at the Church Rock Property is mostly of the stack-ore, or roll front type with the mineralization forming northwest-facing fronts that transect bedding.

During 2005, Strathmore performed ongoing geologic studies for the Church Rock Property, including the compilation of databases, drill maps, mineralization maps, cross-sections and data review and has prepared in-house mineral resource estimates. Strathmore has set up an office in New Mexico, which has been conducting ongoing environmental and permitting studies and activities.  

Mineralization

Summary

The typical mineralized rock in the Church Rock Property, as well as the Ambrosia Lake and Jackpile districts, occurs as uranium-humate cemented sandstone. The uranium mineralization consists largely of unidentifiable organic-uranium oxide complexes that are light gray brown to black. A direct correlation exists between uranium content and organic carbon content by weight percent in the ores. Although coffinite and uraninite have been identified in the Grants Mineral Belt, their abundance is not sufficient to account for the total uranium content in an ore sample. Admixed and associated with the uranium are enriched amounts of vanadium, molybdenum, copper, selenium, and arsenic in order of decreasing abundance. Other metals are also enriched above background amounts. Total uranium production from Jurassic Morrison sandstones within the Grants Mineral Belt was more than 340 million pounds U₃O₈ from 1948 through 2000, including t he Church Rock district, which has produced 16 million pounds.

The mineralization at the Church Rock Property occurs in several elongate deposits that range to 100 or 200 feet wide by 200 to more than 3,500 feet long. Thickness of mineralization ranges from 1 ft. to 42.5 ft.

Geologic controls

The primary ore control is the presence of a quartz-rich, arkosic, fluviatile sandstone in the Morrison Formation. This type of sandstone is the primary host rock in the Church Rock Property, although some ores were produced from Cretaceous Dakota Sandstone, a quartz-sandstone. The presence of carbonaceous matter as humate pods is important. Detrital plant fragments are less common in the Church Rock districts than in the Ambrosia Lake district. The presence of pyrite and bleaching alteration is important. Sedimentary features may exhibit control on a small scale. Alteration bleaching forms a halo that encloses mineralization, up dip to the deposit. The bleaching caused by the removal of reddish ferric-iron pigmentation imparts a light-gray color to the sandstone, and a greenish rim on red-cored claystone cobbles or galls.

Drilling

Previous drilling on the Church Rock Property was performed by Kerr-McGee using rotary mud drilling with truck-mounted drills contracted by local drilling companies.  Kerr-McGee commonly drilled holes with 4¾ inch diameter bits by conventional rotary drill rigs circulating drilling mud.  All drilling was vertical.  The cuttings were typically taken at five-foot intervals by the driller and laid out on the ground in piles for each five feet in rows of 20 samples or 100 feet.  A geologist would then examine the drill cuttings in the field and record lithology and alteration on a drill log form.  The drill holes were taken through the Westwater Canyon Member and into the underlying Recapture Member (non-host).  Upon completion of each drill hole, the hole was logged with a gamma-ray, self potential, and resistivity probe either by a contract logging company or in some cases by Kerr-McGee’s company-owned logging t ruck.  After running the log, a drift tool (film-shot) was lowered into the drill hole for survey at 50 to 100-foot intervals.  Deviation from vertical in a single intercept was commonly less than 1o to 3^o, and the dip of beds is less than 10^o, thus mineralized intercepts represent essentially true thickness.

The first drill hole on the Church Rock Property was completed in August 1967.  Discovery of uranium mineralization with a GT of 0.60% U308 was made in the sixth drill which was completed February 6, 1968.  The mineralized zone was intercepted at a depth of 1,747 feet.  Most of the drilling was performed from 1968 through 1975 with additional drilling from 1976 to 1977.  Subsequently one drill hole per year was completed in the time between 1978 and 1984, in 1989, and in 1991.  A total of 165 holes totalling approximately 306,000 feet were completed.  A total of 165 drill holes were completed, of which 74 were in the ore category and 24 were in the strong mineralization category.  

Sampling Method and Approach

Gamma-ray Logs

All of the mineralized intercepts for the historical resource estimates were calculated by Kerr-McGee from gamma-ray logs probed for each drill hole. Each log typically consists of gamma ray, resistivity, and self-potential curves plotted by depth. The resistivity and selfpotential curves provide bed boundaries and are mainly used for correlation of sandstone units and mineralized zones between drill holes. The equivalent U₃O₈ content from the gamma logs was calculated by Kerr-McGee using essentially the industry-standard method developed originally by the U.S. Atomic Energy Commission (AEC). Kerr-McGee’s method was basically as follows: For zones greater than 2 feet thick, first pick an upper and lower boundary by choosing a point approximately ½ height from background to peak of anomaly. Then determine the counts per second (cps) for each one-foot interval. Divide by the number of intervals for an average cps for th e anomaly. Then convert the cps to % U₃O₈ (e U₃O₈) using the appropriate Kerr-McGee charts for the specific logging unit used.

Disequilibrium

Disequilibrium is a term for the disparity in the normal ratio between uranium and its naturally occurring radioactive daughter products, which are measured by the gamma log. Generally, a check is made for disequilibrium after drilled resources reach a total of approximately 100,000 to 500,000 lbs of contained U₃O₈, or when there is a change in geologic regime. A determination of the number of check intervals needed is made by an experienced geologist. In new areas disequilibrium may be checked after the first few ore holes. For large uranium producers with years of operating experience in well-known districts, such as Ambrosia Lake and Church Rock, and with extensions on-trend with mined deposits it was common to drill out most of the resource, then obtain several core hole intercepts of selected mineralized zones for assay and metallurgical checks prior to large capital expenditures such as shaft-sinking and underground devel opment.

Disequilibrium was seldom a factor for dark gray, primary ore in the Ambrosia Lake district. However there may be disequilibrium to a varying extent for redistributed or stack ore. Usually in cases where disequilibrium is identified, the uranium (low radioactivity) has been transported a short distance from its daughter products (radioactive) which have remained in their original site of deposition.

The subject of disequilibrium may be confusing if not understood, especially if theoretical physics is introduced. A few items may be noted from years of experience.

The best evidence to allay concerns of disequilibrium is experience from identical deposits using the record trail from gamma-ray interpretations of surface drill holes, followed by ore reserve estimates, then underground gamma-ray probe from the subsequent mine, then mill-head gamma-ray probes as the truck arrives at the mill, then chemical analysis of the resultant product, termed yellowcake.

It is very important how disequilibrium is determined, and using core introduces other variables requiring checks. The down-hole probe “sees” the radioactivity of a 2.5 ft. diameter cylindrical area centered about the drill hole. This should not be compared to simply the chemical assay of a 2 3/4 –inch diameter core sample. Instead, the core is sampled over the mineralized interval as determined by a hand-held Geiger counter or scintillometer to define mineralized boundaries. The core is split and sampled for the intervals selected. Each sample is crushed and pulverized, then two separate assays are made of the same pulps; a scaler-radiometric or closed can radiometric assay and a chemical assay. The disequilibrium factor, if any, is expressed as a ratio of chemical/radiometric.

It takes about 1-million years for uranium to form its radioactive daughter products and achieve equilibrium. The Morrison uranium deposits are of Jurassic age and thus are in equilibrium, unless altered by recent surface waters.

No mention of core holes, or core assays was seen in the drill records examined.

Drill cuttings

Drill cuttings are useful for mapping alteration and in conjunction with the geophysical logs for lithology, but are too dilute to analyze for uranium content. Lithologic logs were not reviewed for this study, but could be studied at some future date for constructing sandstone alteration maps that may be used in detailed geologic planning and to identify future exploration targets.

Sample Preparation, Analyses and Security

No chemical analyses or core holes were reported within the data searched for the Church Rock Property. Typical operating practice in the Church Rock district was to rely on calibrated gamma log interpretation of mineralized intercepts in drilling up to and including resource estimates. The practice of core sampling for chemical assay varies by operator, but was typically done for metallurgical confirmation prior to capitalizing development such as shaft sinking and mine development. Also it was typical practice to obtain core samples for chemical assay in new regions where disequilibrium (differing chemical vs. radiometric analysis) was suspected.

Probe Truck and Calibration

Kerr-McGee files contained detailed records of probe truck equipment characteristics including truck number, probe number, crystal size, dates of use, k-factors, calibration tests and resulting factors. These are kept for each logging unit whether a company Kerr-McGee truck, or a Century Geophysical truck. Each gamma log contains a footer with a calibration run, and a header sheet with the rerun factors and probe unit number.

Core Samples

No records of previous core samples for the Church Rock Property were located.

Data Verification

Review of Original Records

Over 300 boxes, file cabinets and map files in Strathmore’s data storage were reviewed, with original data including gamma ray logs and maps, covering the Church Rock Property as well as other projects.  Original gamma ray logs, mini logs, drill hole summaries, ore reserve calculation sheets, copies of drill hole maps, ore reserve maps, reports of mine plan, survey documents, logging truck calibration records, and a few representative cross-sections were reviewed. Items not recovered for the Church Rock technical report but listed in the data list are mylar cross-sections, lithologic logs, and U.S. Atomic Energy Commission test pit logging files.

Limitations on Sample Verification

The entire original, factual assay data are represented by the continuous gamma-logs that were made during the drilling programs as each drill hole was completed. These logs were run by Kerr-McGee operated logging trucks. The procedure is to calibrate the probe and record the plot on the log paper with a known radioactive source, and then lower the probe to the bottom of the drill hole and log coming out of the hole. When a mineralized interval is encountered the probe is pulled up through the zone to find its upper limit, lowered again and the mineralized zone is re-run at a less-sensitive scale to fit the plot on the log paper. All the information regarding scale of the re-run is noted on the log for later computation of grade.

This radiometric probe method of assay is unique to uranium exploration and provides a continuous record of the mineralization with depth.

And each logging truck periodically made logging runs of the U.S. Atomic Energy Commission (AEC) test pit, a set of shallow holes with known concentrations of uranium. In addition to the gamma curve, plots are made of the Resistivity and SP (Self-Potential). The resistivity and SP provide a continuous strip chart of the various lithologies as the probe is lifted up the drill hole. Thus, the gamma anomalies may be correlated to a specific footage, correlated with specific lithologic units, much as in core, but without the possibility of mixing core, or salting samples.

The calibration of probes with the U.S. Atomic Energy Commission (later, Department of Energy, DOE) test pit is the standard by which the uranium industry operated. This method is analogous to a system of check assays of an assay laboratory. The test pits were designed with uranium-bearing material of the type and grade common to the Grants Mineral Belt. Many thousands of drill hole intercepts in the Grants Mineral Belt were logged in this manner.

Mineral Processing and Metallurgical Testing

No metallurgical test data for the Church Rock Property were recovered in the files reviewed. One report stated that Westwater Canyon sandstone in the Church Rock Property has a much higher permeability than in Ambrosia Lake. Cementation of the Westwater is also much less at the Church Rock Property.  Hence, the report stated, although Rio Algom Mining LLC has not run any leach tests it is felt that ISL operations can be utilized to mine the Section 4- 1616 deposit.

Kerr-McGee did however perform metallurgical tests on ore samples and core samples from the Westwater sandstone units from their mine at the Church Rock Property located approximately 2 miles north of the Church Rock Property. The purpose of these tests was to evaluate the potential for ISR mining of the ores. Kerr-McGee Corporation Technical Center (1982) concluded that agitation leach tests on Church Rock ore indicate that a pH 8.3 carbonate solution, containing 0.5g/l hydrogen peroxide would be suitable for in mine solution mining of this ore.  The test results yielded up to 66% recovery of U₃O₈. Kerr-McGee further reported that regarding their uranium properties both on the Navajo Reservation and Section 4, off the reservation that:  “Laboratory short column tests on core and ore samples indicated very leachable ore with 80 to 90% U₃O₈ extraction in the lab. To prepare a production cost estimate, a field recovery of 55% of the 6’ / .05% U₃O₈ resource was used and separate estimates were prepared for the on reservation and off-reservation reserves.”

Mineral Resource Estimates

Deposit Geology Pertinent to Resource Estimation

Uranium deposits occur in six sandstone units in the Westwater Canyon Member of the Jurassic Morrison Formation. The Westwater averages 250 ft thick in the Church Rock Property. The individual sandstone units average 20 to 60 ft thick and are separated by thin (1 to 5 ft thick) mudstone interbeds. The sand units are designated A to F, from top to bottom of the sequence. The uranium deposits are tabular and range from 1.3 to 42.5 ft thick true thickness (drill hole database). In plan view, the deposits are relatively narrow (10-200ft) and are elongate along a northeast trend. Uranium mineralization in the Church Rock district occurs with medium gray humate that impregnates the sandstone. Much of the ore in the Church Rock Property consists of “redistributed” or stack ore. The geometry of redistributed ore is similar to that of Wyoming uranium deposits, forming C-shaped roll fronts that are convex down-dip or basin ward to the north. Leading “tails” to the front are intersected as upper and lower limbs, up-dip from the actual front that may fill the entire thickness of an individual sandstone unit. The geometry of the deposits in each of the sand units is shown by the GT contour maps. They trend northeast and exhibit a relatively sharp northwest boundary, possibly due to a northeast-striking fault that may be projected from Kerr-McGee’s geologic studies in Section 27, T17N-R16W to the north. This projected fault is not mapped here, because no evidence was found in the drill data for its precise location. There may be faults in the Church Rock Property that will affect future resource and mineral reserve estimates.

Data

Basic data for the resource estimate were the Kerr-McGee Drill Hole Data summaries, entered on form KM-4092, drill hole survey information together with mineralized intercept interpretations by Kerr-McGee geologists, and drill hole maps at a scale of 1”=200’ prepared by Kerr-McGee. Individual gamma-ray, SP and resistivity logs were examined as a check, and the basic mineralized intercepts and sand unit correlations are considered reliable for purposes of resource estimation. Thickness is taken from drill hole intercept interval and is treated as true thickness. Drill hole deviation is less than 3o from vertical, thus any correction from apparent to true thickness is negligible.

Resources

The Church Rock deposit can be reported as a mineral resource based on the fact that Kerr-McGee was proceeding to develop the deposit to follow a proposed in-situ mining pilot test in Sections 27 and 34, T17N, R16W, one to two miles north of the Church Rock Property, just prior to collapse of the uranium market. Kerr-McGee had performed metallurgical tests and had prepared cost estimates for the pilot project.

The method of resource calculation herein used differs from that of the Kerr-McGee method described and is based on the method of polygons (polygonal method), also known as areas of equal influence (AOI), wherein polygons are constructed about each sample point (drill intercept) by using perpendicular bisectors halfway between adjoining samples.

Polygons were constructed as described above and the area of equal influence (AOI) computed for each polygon. For the measured resource class, each polygonal area is capped at 10,000 ft² AOI (100ft x 100ft), and for the measured and indicated resource class, each polygonal area is capped at 40,000ft² AOI (200ft x 200ft). The inferred resource class polygons were capped at 160,000ft² (400ft x 400ft), which was the area of largest polygons. The drill pattern within the resource area is on a spacing of approximately 200ft. Thickness and grade of each mineralized intercept were assigned to each polygon for computing tonnage. An assumed tonnage factor of 15 cubic feet per ton was used. This is the typical tonnage factor used by most operators in the Grants Mineral Belt for mineralized intervals in the Westwater Sandstone units. Computation of tonnage was made for each interval above a cutoff of 0.03% U₃O_{8< /SUB>, and with a further cutoff of GT (grade in % U3O8 x thickness product) at increments of 0.1, 0.2,0.3,0.4,0.5,0.6,0.7,0.8,0.9 and 1.0 GT. A minimum thickness cutoff was not used because ISR mining does not require the 6 feet minimum thickness necessary for underground mining equipment and personnel. The resulting tonnages were summed for each sand unit by class of resource. A weighted-average thickness and a weighted-average grade was computed for the total tonnages of each sand unit.}

The mineral resource estimate by the polygonal method for the Church Rock Report, using a cutoff of 0.03% U₃O₈ and a GT cutoff of 0.3 for the measured and indicated class of mineral resource, correlates well with the historical resource estimate by Kerr-McGee which used a cutoff of 6ft of 0.05% U₃O₈, (a GT of 0.3).  Historical Resource Estimates were prepared by Kerr-McGee primarily during 1966 to 1977 and updated by its successor, Rio Algom Mining LLC in 1995.  A NI 43-101 technical report describing these resources can be found on SEDAR and is summarized below.  Although believed by Strathmore management to be relevant and reliable, these historical resources predate NI 43-101 and because they were not estimated in compliance with NI 43-101 procedures, they are not NI 43-101 resources.  See “Historical Mineral Resource Estimates and Reliability” above.

A summary of the estimated resource is tabulated in the following table:

Mineral Resource Summary

	Cutoff GT	Tons	Grade (%U3O8)	Pounds (U3O8)	Thickness (ft)
Measured	0.3	1,680,333	0.10	3,233,333	8.6
Indicated	0.3	4,541,134	0.09	8,614,674	8.6
Measured and Indicated	0.3	6,221,467	0.10	11,848,007	8.6
Inferred	0.3	1,950,560	0.09	3,525,342	8.6

Interpretation Conclusions and Recommendations

It is concluded that the exploration drilling, log interpretation, map posting and the historical resources calculated by Kerr-McGee and Rio Algom Mining LLC were all produced in a professional, competent and accurate manner. It is also concluded that there is very good potential to drill additional mineralization.

Recommendations – Stage I

The Church Rock Property is a project of merit and justifies additional work. It is recommended to perform work to determine economic viability and to convert the mineral resource to a mineral reserve. The potential for ISR commercial production should be seriously evaluated. It is recommended to perform up-dated economic studies of possible ISR operations for the project. Further geologic studies should be performed to include compilation of numerous cross sections and detailed maps of mineralization in each sand unit to determine the geometry of mineralized fronts for a proposed pilot plant well pattern.

It is recommended to drill two core intercepts to obtain cores from the mineralized zones for radiometric and chemical analysis, porosity and permeability tests. The core would also be used to perform leachability tests for possible ISR. Ground-water quality should be measured and rigorously monitored for pre-operation baseline data, possibly using the initial drill holes. A hydrogeological study should be contracted by a certified hydrogeologist.

Recommendations – Stage II

Given demonstrated positive economic viability from Stage 1, then certain prefeasibility tasks discussed in greater detail in the Church Rock Report are recommended to advance the project.

URANIUM RESOURCES SUMMARY BY PROPERTY

The following table outlines the Company’s uranium resources:

Location	Previous Operator/Source (Date of Resource Estimate)	Resource Classification	Tonnage	Grade % U3O8	lbs/ U3O8
Gas Hills (George-Ver, Bullrush, Loco- Lee), Wyoming	Federal American Partners (1984)	Historical; Measured & Indicated	6,131,504	0.069	8,440,490*
Gas Hills Frazier LeMac, Wyoming	Pathfinder (1996)	Historical; Measured & Indicated	696,327	0.11	1,522,000*
Gas Hills: Andria Wyoming	Federal American Partners (1984)	Historical; Measured & Indicated	739,565	0.06	949,100*
Gas Hills: East Day Loma Wyoming	Energy Fuels (1978)	Historical; Measured & Indicated	456,096	0.21	1,940,945*
Gas Hills: New Rock Hill Wyoming	Adobe/Union Carbide (1977)	Historical; Measured & Indicated	900,000	0.05	900,000*
Gas Hills, (Jeep), Wyoming	Federal American Partners (1984) C. Snow, 42-101, (2007)	NI 43-101: Measured & Indicated NI 43-101: Inferred	316,636 152,762	0.08 0.05	483,395 168,003
Gas Hills, (Amazon), Wyoming	Federal American Partners (1984)	Historical: Measured Historical Indicated	156,558 128,014	0.069 0.053	215,435* 149,584*
Gas Hills, (Sunset), Wyoming	Federal American Partners (1984)	Historical: Measured Historical Indicated	744,850 650,074	0.067 0.062	1,004,976* 807,400*
Reno Creek (West Reno) Wyoming	Rocky Mountain Energy (1986) C. Snow, 43-101 (2008)	NI 43-101: Measured & Indicated NI 43-101: Inferred	5,677,929 2,633,800	0.065 0.065	7,433,499 3,406,771
Pine Tree, Wyoming	Pathfinder (1980)	Historical Measured & Indicated Historical Inferred	1,947,000 625,000	0.07 0.06	2,646,000* 750,000*
SW Reno Creek,  Sec. 36   & Claim Group, WY	TVA/Rocky Mountain Energy (1986)	Historical: Indicated	1,300,000	0.05	1,300,000*
Sec. 36  SW Reno Creek, & Claim Group, WY	TVA/Rocky Mountain Energy (1986) C. Snow 43-101 (2008)	NI 43-101:Measured & Indicated NI43-101 Inferred	2,590,943 1,163,130	0.068 0.057	3,526,495 1,327,635
SWD Claims Area, Wyoming	Utah International/Pathfinder (1980)	Historical: Measured & Indicated Historical: Inferred	497,000 271,000	0.09 0.08	944,000* 400,000*
FMC Claim Area, Wyoming	Rocky Mountain Energy (1986)	Historical: Measured & Indicated	1,992,000	0.09	3,670,000*
Ketchum Buttes, Wyoming	Pathfinder (1980)	Historical: Measured & Indicated	1,135,000	0.064	1,454,900*
Juniper Ridge (Red Creek), Wyoming	Urangesellschaft (1978)	Historical: Measured & Indicated	5,971,000	0.063	7,539,000
Copper Mountain, Wyoming	Anaconda (1997)	Historical: Indicated & Inferred	45,570,000	0.027	24,607,800*
Sky Project, Wyoming	Exxon & Pathfinder (1980) C. Snow, 43-101, (2007)	NI 43-101: Indicated NI 43-101: Inferred	668,688 55,086	0.07 0.05	948,098 54,496
Church Rock, New Mexico	Kerr McGee (1980) D. Fitch, 43-101 (2005)	NI 43-101: Measured & Indicated NI 43-101: Inferred	6,221,467 1,50,560	0.10 0.09	11,848,007 3,525,342
Roca Honda, New Mexico	Kerr McGee (1980) D. Fitch, 43-101 (2008)	NI 43-101: Measured & Indicated NI 43-101: Inferred	3,782,000 4,546,000	0.23 0.17	17,512,000 15,832,000
Roca Honda North, New Mexico	Kerr McGee (1980)	Historical: Measured & Indicated	87,000	0.18	312,000*
Marquez, New Mexico	Kerr McGee (1980)	Historical: Measured Indicated & Inferred	2,754,000	0.17	9,362,000*
West Largo, New Mexico	Kerr McGee (1980)	Historical Measured & Indicated Historical Inferred	20,000 362,000	0.12 0.21	46,000* 1,534,000*
Nose Rock, New Mexico	Phillips Uranium (1979)	Historical: Measured & Indicated	6,694,217	0.135	18,230,955*
Dalton Pass, New Mexico	Pathfinder (1980)	Historical Measured & Indicated Historical Inferred	3,470,000 459,000	0.07 0.085	4,735,000* 765,000*
Sec. 2 13N 9W (New Mexico state lease)	Homestake (1979)	Historical: Inferred	198,665	0.167	665,268*
Chord, South Dakota	Union Carbide/TVA (1998)	Historical: Measured, Indicated & Inferred	1,727,000	0.11	3,800,000*

*The foregoing historical resource estimates presented in the table above were completed prior to the implementation of the NI 43- 101 requirements. Given the quality of the historic work completed on the properties in Wyoming and New Mexico discussed herein and the production history of Gas Hills Uranium District and the Grants Mineral District, the Company believes the resource estimates to be both relevant and reliable. However, a qualified person has not completed sufficient work to classify the historic mineral resources as current mineral resource, and is not treating the historic resources as current. Hence, they should not be relied upon. The technical information in this table has been prepared in accordance with the Canadian regulatory requirements set out in National Instrument 43- 101 and reviewed by David Miller, President and Chief Operating Officer for Strathmore Minerals Corp., a qualified person under National Instrument 43-101. It should be noted that mineral resources which are not mineral reserves do not have demonstrated economic viability as defined by NI 43-101 guidelines.

URANIUM USES

 The primary use of uranium is to fuel nuclear power plants for the generation of electricity. Nuclear energy currently represents more than eighteen percent (18%) of world electricity output, up from less than two percent (2%) in 1970. According to the Uranium Institute, electricity supplied by nuclear generation is expected to grow at the rate of one percent (1%) per annum for the next five to ten years. This increase is primarily as a result of new nuclear reactors outside the United States, combined with increased efficiency of operating reactors. There are currently more than 439 nuclear reactors in more than 30 countries. More than 34 new nuclear reactors are currently under construction in 11 countries.

Uranium has other uses in the fields of medical diagnosis and other industries.  Uranium is also used as a feedstock for over 200 private nuclear reactors, which are operated for research purposes and for the production of isotopes for medical and industrial end uses.

Extraction and Processing

The first step in the process of obtaining uranium for its ultimate sale to the utility company end-users is the extraction of the uranium from the ground. Historically this was accomplished through the use of open pit mines or underground shaft operations. The uranium content of the ore obtained from those methods is often between 0.1% and 0.2%, thus requiring large amounts of ore to be mined in order to get at the uranium. Open pit and underground mines are both capital and labour intensive. Thus, beginning in the 1960's and 1970's, many mining operations in the U.S. began to convert to a form of solution mining. One of the most common of the methods being utilized, particularly in the United States, is known as in situ leaching (“ISL”).

ISL is generally applicable to sandstone-based uranium deposits located below the water table in a confined aquifer. The uranium is dissolved by oxygen enriched water or a mild alkaline or acidic leaching solution, which is injected into and recovered from the aquifer by means of wells. The rock remains undisturbed. After ISL is completed the aquifer must be restored to pre-leaching conditions. For certain types of deposits, the ISL process is not only more cost effective than traditional methods but also environmentally more benign. As noted, ISL can not be used to extract ore except in those situations which contain certain geologic formations. Even though ISL may be somewhat less expensive as a method of extracting ore,  underground and open pit mining continue to have economic feasibility for those deposits which contain a high grade of uranium. Accordingly, it is anticipated that the Company will explore each of those alternatives before determining whether, and how, to develop its properties.

After the uranium is extracted from the ground, the ore must be further treated before being sold to the ultimate consumer. In the case of open pit or underground mines, the ore is crushed and leached in a mill. The leaching separates the uranium from other constituents and the final product, known as "yellow cake", is packed and shipped. If ISL is used to obtain the uranium, after extraction the solution containing the uranium must be converted to a dry form which is then processed for sale to the utility-user. The entity which extracts the ore from the ground frequently also has facilities for the additional processing which is required before the uranium can be used. However, extraction entities which do not have such facilities can either contract with other entities to conduct such processing or can sell the uranium to those entities rather than to the end-users.

Market for Uranium

The only known market for uranium is for use in nuclear power plants. Although uranium producers in the Western World must compete with non-Western World producers for sales, generally, uranium producers in the Western World do not sell uranium outside the Western World, with producers in the United States believed to be selling almost exclusively to utilities within the United States. ("Western World" is defined as being those countries from which data regarding the production and consumption of uranium is available and includes the countries outside the Republics of the Commonwealth of Independent States ("CIS")(formerly the Soviet Union), Eastern Europe and the Peoples Republic of China.) While utilities have sometimes acquired uranium pursuant to the spot market, most of the uranium is currently being acquired pursuant to long-term contracts.

Production and Consumption

The demand for uranium is directly linked to the level of electricity generated by nuclear power plants.  The cost structure of nuclear power generation, which involves much higher capital costs and generally lower fuel costs compared to most other forms of power generation, dictates that nuclear plants are kept operational at high load factors to achieve optimal economics.  As a result, the demand for uranium fuel is more predictable than most other commodities.  Demand forecasts for uranium depend largely on installed and operable nuclear power generation capacity, regardless of economic fluctuations or the demand for other forms of power.

The World Nuclear Association (the “WNA”) estimated that worldwide uranium fuel demand attributed to fuel reactors in 2006 was 173 million pounds.  Consumption is expected to grow over the next decade at less than 1% per year. World wide mine supply was 80 to 85 million pounds, a decline from approximately 88 million pounds in 1998. Canada is the largest producer. Australia, with an increase in production of 15.6% to 15.6 million pounds is the second largest producer.

Starting in approximately 1989 the United States began to import uranium from the CIS and, to a lesser extent, from the Peoples Republic of China and Eastern Europe. In 1991 certain U.S. uranium producers filed an action with the International Trade Commission against some of the CIS republics alleging that the republics were dumping uranium at prices significantly below fair market value. As a result of that action, the United States Department of Commerce signed Suspension Agreements with six of the CIS republics which applied price-related volume quotas to the republics' uranium which could be imported into the U.S. The Suspension Agreement with one of the republics, Russia, was amended in 1994 to permit up to 43 million pounds of Russian uranium to be imported to the United States over 10 years but only if it was matched by an equal volume of new U.S. production. The Suspension Agreements with two other republics have been amended which lowered the initial prices relating to their import quotas, which amendments may make additional imports possible. The production in the CIS republics has been decreasing and therefore the market impact of the CIS's production on the United States' market appears to be diminishing.

The availability of uranium in the United States has been, and may continue to be, impacted by an agreement between the United States and Russia with respect to the conversion of highly enriched uranium ("HEU") as a result of the dismantling of nuclear weapons. HEU will be converted into low enriched uranium which is suitable for use in nuclear power plants. At a projected maximum conversion rate for HEU, approximately 24 million pounds of uranium, representing approximately 18% of annual requirements, will be available to Western World markets by 2001. In 1996 the U.S. Congress adopted legislation which allows the converted.  HEU material to be sold in the U.S. at an annual rate of up to 2 million pounds in 1998, with graduated increases to 20 million pounds in 2009. Based on current and anticipated production levels in the Western World, it is anticipated that new production will need to be brought online to fill a potential annual production gap of between 40 and 60 million pounds. However, with substantially more uranium consumed than produced, the price of uranium has remained depressed because of the sale of inventories. In April, at a hearing of the House Commerce subcommittee of the U.S. House of Representatives, the Uranium Producers of America accused U.S. Enrichment Corporation of "uncontrolled dumping" of uranium on the market.

Prices

Utilities secure a substantial percentage of their uranium requirements by entering into medium and longterm contracts with uranium producers. These contracts typically provide for deliveries to begin one to four years after signing and continue for several years thereafter.  There is currently no regulated commodity market underwritten by a market maker for the various components of nuclear fuel. As such, the market participants rely upon multiple published prices based on historical data and market sentiment.

Contracted uranium prices are established by a number of methods, including base price levels adjusted by inflation indices, reference prices (multiple published spot prices as well as long term reference prices) and annual price negotiations. Many contracts also contain floor prices, ceiling prices and other negotiated provisions, which affect the price ultimately paid. Prices under uranium supply contracts are usually confidential.

The spot price for uranium has steadily increased from its low of US$7.10 per pound at the end of 2000 to the price of US$90.00 per pound at December 31, 2007. In addition, the rate of growth is accelerating with the annual price growth increasing as follows, for December 31 in 2002, 2003, 2004, 2005, 2006 and 2007: US$0.60, US$4.30, US$6.20, US$15.55, US$35.75 and US$90.00 per pound, respectively.  As at the date of this AIF, the spot price for uranium was US$60.00 per pound.

Competition

The Company will market uranium in competition with various sources worldwide. Prior to 1989 substantially all of the uranium being used in the Western World was from production which took place in Western World countries. Beginning in approximately 1989 the CIS republics and mainland China also began to supply substantial amounts of uranium to the Western World countries.

According to the Uranium Institute, in 1995 six companies produced approximately seventy percent (70%) of the total output of the Western World. the largest producer of uranium in the United States is estimated to produce approximately twenty percent (20%) of the United States' production and approximately two percent (2%) of the total Western World production.

Regulation

The production of uranium in the United States is subject to substantial regulation, including federal and state environmental regulations. These regulations could have a material impact on the Company's operations and the timing of the development of the Company's properties. In the United States, an uranium mining operation must obtain a radioactive material license and is generally subject to regulation by the federal Nuclear Regulatory Commission ("NRC") under the Atomic Energy Act ("AEA"). the AEA allows, however, individual states to take primary responsibility for licensing and regulating certain activities associated with uranium mining if the state has a regulatory program deemed by the NRC to be satisfactory. In order for the individual state to accept the responsibility, the state must enter into an agreement with the NRC pursuant to which the NRC agrees to leave the matters to be administered to the state.

Uranium mining is also impacted significantly by environmental considerations which are subject in the United States to federal and state regulations. Among the environmental considerations are the prevention of ground water contamination and the treatment of waste or by-products of the mining process. The governing authority must approve the method by which by-products are treated and, after mining is completed, the mining company must reclaim the surface area and restore the quality of the underground water to the level required by the governing authority.

The federal Safe Water Drinking Act ("SWDA") in the United States is the regulatory program designed to protect groundwater and is administered by the federal Environmental Protection Agency ("EPA"). The SWDA allows, however, for individual states which have sufficient regulatory programs to assume primary jurisdiction over these matters. In order for an individual state to assume such primary authority it must file for a permit from the EPA with respect to each individual mining site. When a permit is granted to a state, the responsibility for oversight under the SWDA would then be that of the individual state. While such permits are routinely granted, the EPA can withhold or delay the permits.

In addition to the radioactive materials licenses and the water permits, uranium mining operations are often required to receive from appropriate governmental authorities a number of other permits or exemptions from those permits. For example, the operation may be required to obtain a permit or exemption for waste water discharge, for the application of treated waste water and for air emissions.

The process of obtaining the required permits, licenses and exemptions will vary slightly from state to state. Generally, the process requires the producer to file applications with the appropriate governmental authority or authorities and to set forth in those applications details regarding the business to be conducted and the methods which the producer will utilize to comply with the regulatory requirements. The process for obtaining all the permits required usually takes approximately two years from the submission of the applications.

RISKS

Before making an investment decision consideration should be made of the principal the risks and uncertainties described below.  These risk factors are not a definitive list of all risk factors associated with Strathmore and Fission Energy.

Acquisitions and Joint Ventures

Strathmore will evaluate from time to time opportunities to acquire and joint venture mining assets and businesses.  These acquisitions and joint ventures may be significant in size, may change the scale of Strathmore’s business and may expose it to new geographic, political, operating, financial and geological risks.  Strathmore’s success in its acquisition and joint venture activities will depend on its ability to identify suitable acquisition and joint venture candidates and partners, acquire or joint venture them on acceptable terms and integrate their operations successfully with those of Strathmore.  Any acquisitions or joint ventures would be accompanied by risks, such as the difficulty of assimilating the operations and personnel of any acquired companies; the potential disruption of Strathmore’s ongoing business; the inability of management to maximize the financial and strategic position of Strathmore through the successful incorporation of acquired assets and businesses or joint ventures; additional expenses associated with amortization of acquired intangible assets; the maintenance of uniform standards, controls, procedures and policies; the impairment of relationships with employees, customers and contractors as a result of any integration of new management personnel; dilution of Strathmore’s present shareholders or of its interests in its subsidiaries or assets as a result of the issuance of shares to pay for acquisitions or the decision to grant earning or other interests to a joint venture partner; and the potential unknown liabilities associated with acquired assets and businesses.  There can be no assurance that Strathmore would be successful in overcoming these risks or any other problems encountered in connection with such acquisitions or joint ventures.  There may be no right for shareholders to evaluate the merits or risks of any future acquisition or joint venture undertaken except as required by applicable laws and regulations.

Dilution

Strathmore plans to focus on exploring for minerals and will use its working capital to carry out such exploration. However, Strathmore will require additional funds to further such activities.  To obtain such funds, Strathmore may sell additional securities including, but not limited to, its common shares or some form of convertible security, the effect of which would result in a substantial dilution of the equity interests of Strathmore’s shareholders.

There is no assurance that additional funding will be available to Strathmore for additional exploration or for the substantial capital that is typically required in order to bring a mineral project to the production decision or to place a property into commercial production. There can be no assurance that Strathmore will be able to obtain adequate financing in the future or that the terms of such financing will be favourable.  Failure to obtain such additional financing could result in the delay or indefinite postponement of further exploration and development of its properties.

Uncertainty of Mineral Resource Estimates

Mineral resource figures are only estimates.  Such estimates are expressions of judgment based on knowledge, mining experience, analysis of drilling results and industry practices.  While Strathmore believes that the mineral resource estimates included are established and reflect management’s best estimates, the estimating of mineral resources is a subjective process and the accuracy of mineral resource estimates is a function of the quantity and quality of available data, the accuracy of statistical computations, and the assumptions used and judgments made in interpreting available engineering and geological information.  There is significant uncertainty in any mineral resource estimate and the actual deposits encountered and the economic viability of a deposit may differ materially from Strathmore’s estimates.  Estimated mineral resources may have to be re-estimated based on changes in uranium prices, further explorat ion or development activity or actual production experience.  This could materially and adversely affect estimates of the volume or grade of mineralization, estimated recovery rates or other important factors that influence mineral resource estimates.  Mineral resources are not mineral reserves and there is no assurance that any mineral resource estimate will ultimately be reclassified as proven or probable mineral reserves.  Mineral resources which are not mineral reserves do not have demonstrated economic viability.

Strathmore has no History of Mineral Production or Mining Operations

Strathmore has never had a uranium producing property.  There is no assurance that commercial quantities of uranium will be discovered nor is there any assurance that Strathmore’s exploration programs will yield positive results.  Even if commercial quantities of uranium are discovered, there can be no assurance that any property will ever be brought to a stage where uranium resources can profitably be produced therefrom.  Factors which may limit the ability to produce uranium resources include, but are not limited to, the spot price of uranium, availability of additional capital and financing and the nature of any mineral deposits.  Strathmore does not have a history of mining operations that would guarantee it will produce revenue, operate profitably or provide a return on investment in the future.  Strathmore has not paid dividends in the past and Strathmore does not have any plans to pay dividends in the foreseeable future.  

Economics of Developing Mineral Properties

Mineral exploration and development is speculative and involves a high degree of risk.  While the discovery of an ore body may result in substantial rewards, few properties which are explored are commercially mineable and ultimately developed into producing mines.  There is no assurance that the Company’s uranium deposits are commercially mineable.

Should any mineral resources and reserves exist, substantial expenditures will be required to confirm mineral reserves which are sufficient to commercially mine and to obtain the required environmental approvals and permitting required to commence commercial operations.  The decision as to whether a property contains a commercial mineral deposit and should be brought into production will depend upon the results of exploration programs and/or feasibility studies, and the recommendations of duly qualified engineers and/or geologists, all of which involves significant expense. This decision will involve consideration and evaluation of several significant factors including, but not limited to: (1) costs of bringing a property into production, including exploration and development work, preparation of production feasibility studies and construction of production facilities; (2) availability and costs of financing; (3) ongoing costs of production; (4 ) uranium prices, which are historically cyclical; (5) environmental compliance regulations and restraints (including potential environmental liabilities associated with historical exploration activities); and (6) political climate and/or governmental regulation and control.  Development projects are also subject to the successful completion of engineering studies, issuance of necessary governmental permits, and availability of adequate financing.  Development projects have no operating history upon which to base estimates of future cash flow.

The ability to sell, and profit from the sale of any eventual mineral production from any property will be subject to the prevailing conditions in the minerals marketplace at the time of sale. The global minerals marketplace is subject to global economic activity and changing attitudes of consumers and other end-users’ demand for mineral products. Many of these factors are beyond the control of a mining company and therefore represent a market risk which could impact the long term viability of the company and its operations.

Potential Profitability Depends Upon Factors Beyond the Control of Strathmore

The potential profitability of mineral properties is dependent upon many factors beyond Strathmore’s control. For instance, world prices of and markets for minerals are unpredictable, highly volatile, potentially subject to governmental fixing, pegging and/or controls and respond to changes in domestic, international, political, social and economic environments. Another factor is that rates of recovery of minerals from mined ore (assuming that such mineral deposits are known to exist) may vary from the rate experienced in tests and a reduction in the recovery rate will adversely affect profitability and, possibly, the economic viability of a property. Profitability also depends on the costs of operations, including costs of labour, equipment, electricity, environmental compliance or other production inputs. Such costs will fluctuate in ways Strathmore cannot predict and are beyond Strathmore’s control, and such fluctuations will impact on profitability and may eliminate profitability altogether. Additionally, due to worldwide economic uncertainty, the availability and cost of funds for development and other costs have become increasingly difficult, if not impossible, to project. These changes and events may materially affect the financial performance of Strathmore.

Strathmore’s potential future revenues will be directly related to the prices of uranium as their potential revenues are expected to be derived from uranium mining.  Uranium prices are and will continue to be affected by numerous factors beyond Strathmore’s control. Such factors include, among others, the demand for nuclear power; political and economic conditions in uranium producing and consuming countries such as Canada, the U.S., Russia and other former Soviet republics; reprocessing of used reactor fuel and the re-enrichment of depleted uranium tails; sales of excess civilian and military inventories (including from the dismantling of nuclear weapons) by governments and industry participants; and production levels and costs of production in countries such as Russia and former Soviet republics, Africa and Australia.  The effect of these factors, individually or in the aggregate, is impossible to predict with accuracy.  A decline in uranium prices may also require Strathmore to write down their mineral resources, which would have a material adverse effect on their potential earnings and potential profitability.

Regulatory Requirements

The current or future operations of Strathmore, including development activities and possible commencement of production on its properties, requires permits from various federal and local governmental authorities, and such operations are and will be governed by laws and regulations governing prospecting, development, mining, production, taxes, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. Companies engaged in the development and operation of mines and related facilities generally experience increased costs and delays in production and other schedules as a result of the need to comply with the applicable laws, regulations and permits.  There can be no assurance that all permits which Strathmore may require for the development and construction of mining facilities and conduct of mining operations will be obtainable on reasonable terms or that such laws a nd regulations would not have an adverse effect on any mining project which Strathmore might undertake.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions 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 mining operations 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 upon them for violation of applicable laws or regulations.

Amendments to current laws, regulations and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse impact on Strathmore and cause increases in costs or require abandonment or delays in the development of new mining properties.

Worldwide demand for uranium is directly tied to the demand for electricity produced by the nuclear power industry, which is also subject to extensive government regulation and policies. The development of mines and related facilities is contingent upon governmental approvals that are complex and time consuming to obtain and which, depending upon the location of the project, involve multiple governmental agencies.  The duration and success of such approvals are subject to many variables outside Strathmore’s control.  Any significant delays in obtaining or renewing such permits or licenses in the future could have a material adverse effect on Strathmore.  In addition, the international marketing of uranium is subject to governmental policies and certain trade restrictions, such as those imposed by the suspension agreements entered into by the United States with certain republics of the former Soviet Union and the agreement between the United States and Russia related to the supply of Russian Highly Enriched Uranium into the United States.  Changes in these policies and restrictions may adversely impact Strathmore’s business.

Property Title Risk

Strathmore has investigated its rights to explore all of its material properties and, to the best of its knowledge, those rights are in good standing.  However, no assurance can be given that such rights will not be revoked, or significantly altered, to Strathmore’s detriment.  There can also be no assurance that the rights will not be challenged or impugned by third parties, including the local governments and by First Nations, Navajo and Métis.  The validity of unpatented mining claims on U.S. public lands is sometimes uncertain and may be contested.  Due to the extensive requirements and associated expense required to obtain and maintain mining rights on U.S. public lands, Strathmore’s material properties in the U.S. may be subject to various uncertainties which are common to the industry, with the attendant risk that its title may be defective.

Mining and Insurance

Strathmore’s business is capital intensive and subject to a number of risks and hazards, including environmental pollution, accidents or spills, industrial and transportation accidents, labour disputes, changes in the regulatory environment, natural phenomena (such as inclement weather conditions, earthquakes, pit wall failures and cave-ins) and encountering unusual or unexpected geological conditions.  Many of the foregoing risks and hazards could result in damage to, or destruction of, Strathmore’s mineral properties or future processing facilities, personal injury or death, environmental damage, delays in or interruption of or cessation of their exploration or development activities, delay in or inability to receive regulatory approvals to transport their uranium concentrates, or costs, monetary losses and potential legal liability and adverse governmental action.  Strathmore may be subject to liability or sustain loss for cer tain risks and hazards against which they do not or cannot insure or which it may reasonably elect not to insure because of the cost.  This lack of insurance coverage could result in material economic harm to Strathmore.

Uranium Industry Competition and International Trade Restrictions

The international uranium industry, including the supply of uranium concentrates, is competitive, with supplies available from a relatively small number of western world uranium mining companies, from certain republics of the former Soviet Union and the People’s Republic of China, from excess inventories, including inventories made available from decommissioning of nuclear weapons, from reprocessed uranium and plutonium, from used reactor fuel, and from the use of excess Russian enrichment capacity to re-enrich depleted uranium tails held by European enrichers in the form of UF6.  The supply of uranium from Russia and from certain republics of the former Soviet Union is, to some extent, impeded by a number of international trade agreements and policies.  These agreements and any similar future agreements, governmental policies or trade restrictions are beyond the control of Strathmore and may affect the supply of uranium available in the United States and Europe, which are the largest markets for uranium in the world.  If Strathmore is unable to supply uranium to important markets in the U.S. or Europe, its business, financial condition and results of operations may be materially adversely affected.  

Deregulation of the Electrical Utility Industry

Strathmore’s future prospects may be tied directly to those of the electrical utility industry worldwide. Deregulation of the utility industry, particularly in the United States and Europe, is expected to impact the market for nuclear and other fuels for years to come, and may result in the premature shutdown of nuclear reactors. Experience to date with deregulation indicates that utilities are improving the performance of their reactors and achieving record capacity factors.  There can be no assurance that this trend will continue.

Public Acceptance of Nuclear Energy Cannot Be Assured

Growth in the demand for uranium and in the nuclear power industry will depend upon continued and increased acceptance of nuclear technology by the public as a safe and viable means of generating electricity.  Nuclear energy competes with other sources of energy including oil, natural gas, coal and hydro-electricity.  Sustained lower prices of oil, natural gas, coal and hydro-electricity may result in lower demand for uranium concentrates.  Furthermore, growth of the uranium and nuclear power industry will depend on continued and increased acceptance of nuclear technology as a means of generating electricity.  Because of unique political, technological and environmental factors that affect the nuclear industry, the industry is subject to public opinion risks which could have an adverse impact on the demand for nuclear power and increase the regulation of the nuclear power industry.  An accident or incident at a nuclear react or anywhere in the world, or an accident or incident relating to the transportation or storage of new or spent nuclear fuel, could negatively impact the public’s acceptance of nuclear power and the future prospects for nuclear power generation, which may have a material and adverse effect on Strathmore’s business, financial condition and results of operations.

Public Involvement in the Permitting Process

The process of obtaining radioactive materials licenses (“RML”) from the US Nuclear Regulatory Commission and those required in the States that Strathmore is operating in allow for public participation.  If a third party chooses to object to the issuance of any RML or permit required by Strathmore, significant delays may occur before Strathmore is able to secure an RML or permit. Generally, the public objections can be overcome with the passage of time and through the procedures set forth in the applicable permitting legislation.  However, the regulatory agencies must also allow and fully consider public comment according to such procedures and there can be no assurance that Strathmore will be successful in obtaining any RML or permit.

Environmental Risks and Hazards

All phases of Strathmore’s operations are subject to environmental regulation in the jurisdictions in which it operates.  These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the general, transportation, storage and disposal of solid and hazardous waste.  Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees.  There is no assurance that future changes in environmental regulation, if any, will not adversely affect Strathmore’s operations.  Environmental hazards may exist on the properties which are unknown to Strathmore at present and which have been caused by pr evious or existing owners or operators of the properties.  Reclamation costs are uncertain and planned expenditures estimated by management may differ from the actual expenditures required.

Strathmore is not insured against most environmental risks.  Insurance against environmental risks (including potential liability for pollution and other hazards as a result of the disposal of waste products occurring from exploration and production) has not been generally available to companies within the industry.  Strathmore will periodically evaluate the cost and coverage of the insurance against certain environmental risks that is available to determine if it would be appropriate to obtain such insurance.

Without such insurance, and if Strathmore becomes subject to environmental liabilities, the payment of such liabilities would reduce or eliminate its available funds or could exceed the funds Strathmore has to pay such liabilities and result in bankruptcy.  Should Strathmore be unable to fund fully the remedial cost of an environmental problem, Strathmore might be required to enter into interim compliance measures pending completion of the required remedy.

Political Risk

Strathmore’s future prospects may be affected by political decisions about the uranium market.  There can be no assurance that the United States or other governments will not enact legislation restricting to whom Strathmore can sell uranium or that the United States or other governments will not increase the supply of uranium by decommissioning nuclear weapons.

Operations in Foreign Jurisdictions

Strathmore conducts exploration, development and mining operations outside of Canada currently in the U.S. and may in the future operate in other countries.  Strathmore’s foreign mining investments are subject to the risks normally associated with the conduct of business in foreign countries. The occurrence of one or more of these risks could have a material and adverse effect on Strathmore’s future cash flows, results of operations, financial condition and prospects.

Risks include, among others, labour disputes, arbitrary invalidation of governmental orders and permits, corruption, uncertain political and economic environments, sovereign risk, war (including in neighbouring states), civil disturbances and terrorist actions, arbitrary changes in laws or policies of particular countries, the failure of foreign parties to honour contractual obligations, foreign taxation, delays in obtaining or the inability to obtain necessary government permits, opposition to mining from environmental or other non-governmental organizations, limitations on foreign ownership, limitations on the repatriation of earnings, foreign exchange controls, currency devaluations, import and export regulations including limitations on uranium exports, instability due to economic under-development, inadequate infrastructure and increased financing costs.

Strathmore may face disadvantages of competing against companies from countries that are not subject to Canadian and U.S. laws, including the Foreign Corrupt Practices Act, restrictions on the ability to pay dividends offshore, and risk of loss due to disease and other potential endemic health issues. These risks may disrupt or limit Strathmore’s operations, restrict the movement of funds or supplies or result in the restriction of contractual rights or the taking of property by nationalization or expropriation without fair compensation.  There can be no assurance that industries deemed to be of national or strategic importance like mineral production, and in particular, uranium mining, will not be nationalized. Government policy may change to discourage foreign investment, nationalization of mining industries may occur or other government limitations, restrictions or requirements not currently foreseen may be implemented.  

Management

Strathmore is dependent on a relatively small number of key personnel, the loss of any of whom could have an adverse effect on such companies.

ITEM 5: DIVIDENDS

Strathmore has no restrictions on paying any dividends; however the Company has no present intention of paying dividends on its common shares as it anticipates that all available funds will be invested to finance the growth of its business.  

ITEM 6: DESCRIPTION OF CAPITAL STRUCTURE

As at December 31, 2007, Strathmore had 72,457,911 common shares issued and outstanding.

All of the authorized Strathmore shares rank equally as to dividends, voting powers (one vote per share) and participation in assets upon dissolution or winding-up. No shares have been issued subject to call or assessment. There are no pre-emptive or conversion rights attached to the shares and no provisions for redemption, retraction, or purchase for cancellation, surrender, or provision permitting or restricting the issuance of additional securities, or requiring a securityholder to contribute additional capital. Provisions as to the modification, amendment or variation of such rights or provisions are contained in the BCBCA and Strathmore’s Articles.

ITEM 7: MARKET FOR SECURITIES

The Company’s Shares are listed and posted for trading on the Exchange under the symbol “STM”.

The Exchange reported the following price ranges and volumes traded in respect of the Company’s shares in each month of the fiscal year ended December 31, 2007:

Month	High	Low	Volume
Dec-2007	3.01	1.96	3,057,000
Nov-2007	3.74	2.28	5,944,700
Oct-2007	2.96	2.23	4,003,600
Sep-2007	2.92	2.35	3,547,400
Aug-2007	3.09	1.70	7,917,900
Jul-2007	4.56	3.05	6,580,900
Jun-2007	5.01	3.98	4,843,100
May-2007	5.40	4.00	7,604,200
Apr-2007	5.50	4.30	6,683,500
Mar-2007	4.98	3.31	11,138,300
Feb-2007	5.40	3.87	12,162,100
Jan-2007	4.20	2.87	10,074,900

ITEM 8: DIRECTORS AND OFFICERS

Name, Occupation and Security Holding

The names and municipalities of residence of the directors and executive officers of Strathmore, positions held by them with Strathmore and their principal occupations during the five preceding years as of the date hereof is set forth below:

Name and Municipality of Residence(1)	Principal Occupation(2)	Director Since
David R. Miller Vancouver, B.C., Canada Chief Executive Officer	Chief Executive Officer of Strathmore from January 1, 2008 to present and a Geologist.  President and COO of Strathmore from November 25, 2005 to December 31, 2007.	June 8, 2006
Steven Khan Vancouver, B.C., Canada President	President of Strathmore from January 1, 2008 to present.  Executive Vice President of Strathmore from June 8, 2006 to December 31, 2007.  Vice President Corporate Development of Fission Energy Corp. from May 1, 2007 to present.	Not applicable
Patrick Groening Kelowana, B.C., Canada Chief Financial Officer	Chief Financial Officer of Strathmore from April 27, 2005 to present.	Not applicable
Devinder Randhawa Kelowna, B.C., Canada Chairman	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.  CEO of Strathmore from November 25, 2005 to December 31, 2007 and President from June 3, 2003 to November 25, 2007.	October 18, 1996
Michael Halvorson(3)(4) Edmonton, Alberta, Canada	President of Halcorp Capital Ltd., a private company specializing in the raising of investment capital.	July 14, 2004
Dr. Dieter A. Krewedl(3)(4) Truckee, California, U.S.A.	Dr. Krewedl is a retired Geologist and Businessman.	January 14, 2005
Raymond Larson(3)(4) Temecula, California, U.S.A.	Mr. Larson was Chairman and CEO of Uranium Resources Inc. until he retired in 1994.	January 1, 2007
John DeJoia Santa Fe, New Mexico, U.S.A. VP New Mexico Operations	Vice President, Strathmore New Mexico Operations from March 7, 2005 to present.	Not applicable
James Crouch Riverton, Wyoming, U.S.A. VP Wyoming Operation	Vice President, Strathmore Wyoming Operations from January 1, 2008 to present.	Not applicable
Juan, Velasquez Santa Fe, New Mexico, U.S.A.	Vice President of Environmental and Regulatory Affairs from March 7, 2005 to present.	Not applicable

Notes:

⁽¹⁾

Each director is elected at the annual general meeting of shareholders to serve until the next annual general meeting or until a success or is elected or appointed.  Executive officers are appointed annually and serve at the discretion of the Board.

⁽²⁾

The information as to principal occupation has been furnished by each director individually.

⁽³⁾

Member of the Audit Committee of the board of directors.

⁽⁴⁾

Member of the Compensation Committee of the board of directors.

To the knowledge of the Company, as of December 31, 2007, the number of common shares of Strathmore beneficially owned, directly or indirectly, or over which control or direction is exercised by all directors and executive officers of Strathmore as a group was 4,249,314 representing approximately 5.86% of the Company’s issued and outstanding shares.

Committees of the Board of Directors

The Board of Directors has established two board committees: an Audit Committee and a Compensation Committee.

The information below sets out the current members of each of Strathmore's board committees and summarizes the functions of each of the committees in accordance with their mandates.

Audit Committee

Strathmore’s Audit Committee is comprised of three directors: Ray Larson, Michael Halvorson, and Dr. Dieter A. Krewedl.  Strathmore, as a “Venture Issuer”, relies upon section 6.1 of Multilateral Instrument 52-110 Audit Committees (“MI 52-110”) exempting it from certain requirements relating to the composition of the audit committee requirements and reporting obligations.  All Audit Committee members are “financially literate” (as defined in MI 52-110).

Audit Committee Charter

The Audit Committee's role is to act on behalf of the Board of Directors and oversee all material aspects of the Company's reporting, control, and audit functions, except those specifically related to the responsibilities of another standing committee of the board. The Audit Committee's role includes a particular focus on the qualitative aspects of financial reporting to stockholders and on Company processes for the management of business/financial risk and for compliance with significant applicable legal, ethical, and regulatory requirements.

In addition, the Audit Committee is responsible for: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by our employees of concerns regarding accounting and auditing matters; (4) establishing internal financial controls; (5) engaging outside advisors; and (6) funding for the outside auditor and any outside advisors engagement by the Audit Committee.

The role also includes coordination with other board committees and maintenance of strong, positive working relationships with management, external and internal auditors, counsel, and other committee advisors.

The Audit Committee shall fulfill its responsibilities within the context of the following overriding principles:

1.

Communications - The Chairperson and others on the Audit Committee shall, to the extent appropriate, have contact throughout the year with senior management, other committee chairpersons, and other key committee advisors, external and internal auditors, etc., as applicable, to strengthen the Audit Committee's knowledge of relevant current and prospective business issues.

2.

Audit Committee Education/Orientation - The Audit Committee, with management, shall develop and participate in a process for review of important financial and operating topics that present potential significant risk to the Company. Additionally, individual Committee members are encouraged to participate in relevant and appropriate self-study education to assure understanding of the business and environment in which the Company operates.

3.

Meeting Agenda – Audit Committee meeting agendas shall be the responsibility of the Audit Committee Chairperson, with input from Audit Committee members. It is expected that the Chairperson would also ask for management and key committee advisors, and perhaps others, to participate in this process.

4.

Audit Committee Expectations and Information Needs - The Audit Committee shall communicate Audit Committee expectations and the nature, timing, and extent of Audit Committee information needs to management, internal audit, and external parties, including external auditors. Written materials, including key performance indicators and measures related to key business and financial risks, shall be received from management, auditors, and others at least one week in advance of meeting dates. Meeting conduct will assume members of the Board of Directors have reviewed written materials in sufficient depth to participate in Audit Committee/Board dialogue.

5.

External Resources - The Audit Committee shall be authorized to access internal and external resources as the Audit Committee requires to carry out its responsibilities.

6.

Audit Committee Meeting Attendees - The Audit Committee shall request members of management, counsel, internal audit, and external auditors, as applicable, to participate in Audit Committee meetings, as necessary, to carry out the Audit Committee responsibilities. Periodically and at least annually, the Audit Committee shall meet in private session with only the Audit Committee members. It shall be understood that either internal or external auditors, or counsel, may, at any time, request a meeting with the Audit Committee or Audit Committee Chairperson with or without management attendance. In any case, the Audit Committee shall meet in executive session separately with internal and external auditors, at least annually.

7.

Reporting to the Board of Directors - The Audit Committee, through the Audit Committee Chairperson, shall report periodically, as deemed necessary, but at least semi-annually, to the full Board of Directors. In addition, summarized minutes from Audit Committee meetings, separately identifying monitoring activities from approvals, shall be available to each member of the Board of Directors at least one week prior to the subsequent Board of Directors meeting.

8.

Audit Committee Self Assessment - The Audit Committee shall review, discuss, and assess its own performance as well as the Audit Committee role and responsibilities, seeking input from senior management, the full Board of Directors, and others. Changes in role and/or responsibilities, if any, shall be recommended to the full Board of Directors for approval.

Since the commencement of Strathmore’s most recently completed financial year, Strathmore’s Board of Directors has not failed to adopt a recommendation of the audit committee to nominate or compensate an external auditor.

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 Strathmore’s Board of Directors, and where applicable the audit committee, on a case-by-case basis.

External Auditor Service Fees

CDN$	2007	2006
Total Fees	$199,750	$36,250
Audit-Related Fees	$174,400	$35,000
All Other Fees	$25,350	$1,250

Audit Committee Members’ Experience and Education

Michael Halvorson

Mr. Halvorson has been involved in the securities industry and mining finance since 1967. He is a successful entrepreneur and is currently a director of a number of public mining and oil and gas companies.

Dr. Dieter A. Krewedl

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. Dr. Krewedl was instrumental in the discovery of the Green Mountain uranium deposit in Wyoming, high grade uranium breccia pipe deposits in Arizona and uranium deposits in the Grants, New Mexico mineral belt. Dr. Krewedl presently serves as the President of the Geological Society of Nevada.

Raymond Larson

Mr. Larson's experience includes the commercial development of ISR uranium extraction plants at Kingsville Dome and Rosita in south Texas as well as developing significant uranium mineral interests at Church Rock and Crownpoint in northwestern New Mexico. In addition, he negotiated multiple long-term uranium sale contracts with both US and European utilities, and other industry participants. Under Mr. Larson's leadership, URI successfully restored ISR properties in Texas and Wyoming and was a founding member of the Uranium Producers of America Association.

Cease Trade Orders, Bankruptcies or Sanctions

Except as disclosed below, none of the directors or officers of Strathmore is, or has been within the ten years before the date of this AIF, (i) a director or officer of any other company that, while such person was acting in that capacity, was the subject of,  or subject to an event that resulted, after the director or officer ceased to be  director or officer, in the company being the subject of a cease trade or similar order, or an order that denied the company access to any statutory exemptions under the Canadian securities legislation, for a period of more than 30 consecutive days, or was declared bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or (ii) was subject to or instituted any proceedings, arrangements or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the assets of that company, or (iii) had penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

Mr. Randhawa was formerly a director of Knowledge Plus Multimedia Publishing Ltd. (“Knowledge Plus”). Mr. Randhawa joined the board of directors of Knowledge Plus to assist in facilitating a reorganization of its affairs at a time when Knowledge Plus had no active business. The parties were unable to complete the reorganization in a timely manner and, on July 23, 1998, Knowledge Plus was delisted by the Exchange (formerly the Canadian Venture Exchange (Alberta)) for failure to meet the continuing listing requirements of the Exchange. Mr. Randhawa was a director of Knowledge Plus when it was subject to the term a cease trade order, which has not been revoked, issued by the Alberta and British Columbia Securities commissions on May 7, 1998.

Mr. Randhawa was formerly a director of Cumulus Ventures Ltd. (“Cumulus”) (formerly Cumulus Technology Ltd.). Cumulus was cease traded by the British Columbia and Ontario Securities Commissions in 2001 and the cease trade order has not been revoked.  

In September, 1989, Mr. Randhawa agreed to pay $750 for costs of an investigation by the British Columbia Securities Commission resulting from a breach of local policy for Guidelines for Advertising Guidelines of Securities and for Promotional Activities during the Course of Distribution. Mr. Randhawa wrote a series of articles for a magazine which indicated his personal opinions of a publicly traded company and its principals without the approval of Haywood Securities Inc. (“Haywood”). Mr. Randhawa was employed as a registered representative of the corporate finance department of Haywood at the time the articles were written. Mr. Randhawa waived his right to a hearing and review by the British Columbia Securities Commission, agreed to pay the costs of the investigation and also agreed to ensure that all future publications with which he is involved received appropriate approvals in compliance with the local policy. On March 21, 1996, Mr. Randhawa was fined $5,000 by the Exchange (Canadian Venture Exchange (British Columbia)) for failing to fulfill his duties in 1993 as a registered representative for Canaccord Capital Corporation due to his involvement in loaning funds to a company listed on the Exchange without first advising Canaccord Capital Corporation. Mr. Randhawa appealed the decision to the British Columbia Securities Commission and, on September 11, 1997, as a result of a hearing held on March 21, 1997, the British Columbia Securities Commission held that the Exchange erred, in part, in its decision, and reduced the fine to $2,000. Mr. Randhawa was subject to strict supervision for three months and had to pass a conduct and practices handbook exam. The British Columbia Securities Commission confirmed the finding of the Exchange that Mr. Randhawa had breached the Exchange’s Rule F.2.22(c) in that he made a loan to a company listed on the Exchange without first advising his employer, Canaccord Capital Corporation.

In 2003 and 2004 the Pacific District Council of the Investment Dealers Association investigated Mr. Khan’s previous employer, IPO Capital Corp. and the activities of a number of registered representatives that took place in 1999. During the relevant period, Mr. Khan was Chairman and CEO of IPO Capital Corp. In August 2004, Mr. Khan entered into a settlement agreement with the Pacific District Council of the Investment Dealer’s Association accepting that he failed to prohibit one of the representatives from selling debtor Certificates to IPO clients, when he knew, or ought to have known that the only person doing due diligence was not qualified to conduct proper due diligence with respect to the investment. Mr. Khan was fined $8,000 and paid $2,000 in investigative costs for failing to observe high standards of conduct contrary to Association By-Law 29.1.

Conflicts of Interest

Certain directors and officers of Strathmore are, and may continue to be, involved in the mining and mineral exploration industry through their direct and indirect participation in corporations, partnerships or joint ventures which are potential competitors of Strathmore. Situations may arise in connection with potential acquisitions in investments where the other interests of these directors and officers may conflict with the interests of Strathmore.  The directors of Strathmore are required by law, however, to act honestly and in good faith with a view to the best interests of the respective company and its shareholders and to disclose any personal interest which they may have in any material transaction which is proposed to be entered into with Strathmore and to abstain from voting as a director for the approval of any such transaction.

ITEM 9:  LEGAL PROCEEDINGS

Other than as disclosed herein, management of Strathmore is not aware of any litigation outstanding, threatened or pending as of the date hereof or against Strathmore or relating to the business which would be material to Strathmore.   In January 2008 the Company received an invoice in the amount of $182,616 from a Canadian drilling company. The invoice represents amounts for services to have been alleged performed during 2007. The Company unequivocally rejects this claim. The party has commenced legal proceedings and the Company will rigorously defend itself and will seek reimbursement for all costs associated with the defence from the claim or litigation. No amount has been accrued in these financial statements in respect of the claim as the outcome is not determinable. Any costs ultimately assessed against the Company in respect of this claim will be recoded in the period in which the actual determination of the liability, if any, is ma de.

ITEM 10:  INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

None of the following persons: (i) a director or executive officer of the Company; (ii) a person or company that is the direct or indirect beneficial owner of, or who exercises control or direction over, more than 10% of any class or series of the outstanding voting securities; or (iii) an associate or affiliate of any of the persons or companies referred to in (i) or (ii) has or has had any material interest, direct or indirect, of any transaction within the three most recently completed financial years or during the current financial year that has materially affected or will materially affect the Company.

ITEM 11:  TRANSFER AGENT AND REGISTRAR

Computershare Trust Company of Canada acts as the registrar and transfer agent for Strathmore.  The address for Computershare is 510 Burrard Street, 2nd Floor Vancouver, British Columbia V6C 3B9.

ITEM 12:  MATERIAL CONTRACTS

Reference is made to the material contracts that the Company has filed with Canadian securities regulatory authorities, coincident with the filing of this AIF, on the SEDAR website at www.sedar.com.  There are no contracts that may be considered material to the Company, other than contracts entered into in the ordinary course of business, that have been entered into by the Company in the past fiscal year or that have been entered into by the Company in a previous fiscal year and are still in effect except as noted below:

•

On July 26, 2007, Strathmore entered into a joint venture agreement with Sumitomo Corp. (“Sumitomo”) of Japan to develop its Roca Honda uranium project in New Mexico.  Strathmore transferred its entire interest in Roca Honda to a 60% owned subsidiary, Roca Honda Resources, LLC, a Delaware limited liability company formed pursuant to the Limited Liability Company Agreement dated as of July 26, 2007.  Sumitomo owns the remaining 40% of Roca Honda Resources, LLC.  Over five years, Strathmore and Sumitomo will fund a $US27.2 million feasibility study in proportion to their respective ownership interests. Following completion of the feasibility study, should a positive decision be made to proceed, Sumitomo will contribute a pre-determined cash contribution for development of the Roca Honda mine. Subsequent to September 30, 2007, Strathmore received US$1 million from Sumitomo for completing the agreement.

ITEM 13: INTERESTS OF EXPERTS

During the most recently completed financial year, Charles D. Snow, P.G., a “qualified person”, as defined in NI 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”) is the author of the following NI 43-101 technical reports prepared for the Company:  Technical Report on the Jeep Uranium Property, Freemont County, Wyoming dated June 3, 2007 and Technical Report on the Sky Uranium Property, Freemont County, Wyoming dated February 14, 2007.  Subsequent to the most recently completed financial year, Mr. Snow also authored the technical report for the Company entitled Reno Creek Uranium Property, Campbell County, Wyoming dated January 10, 2008.

David C. Fitch, C.P.G., an independent consultant to the Company and a “qualified person” under NI 43-101, is the author of the NI 43-101 technical report entitled Technical Report on the Roca Honda Uranium Property, McKinley County, New Mexico dated May 14, 2008, which report updates the previous technical report dated March 31, 2006 for the Roca Honda Property.

The Company’s auditors are Davidson & Company LLP, Chartered Accountants, and they have advised Strathmore that they are independent with respect to the Company within the meaning of the Rules of Professional Conduct of the Institute of Chartered Accountants of British Columbia.

ITEM 14: ADDITIONAL INFORMATION

Additional information, including directors’ and officers’ remuneration and indebtedness, principal holders of the Company’s securities, securities authorized for issuance under equity compensation plans and interests of insiders in material transactions, if applicable, is contained in the Company’s information circular in connection with the Company’s upcoming annual general meeting to be held June 5, 2008, a copy of which is filed on SEDAR at www.sedar.com.

Additional financial information is available in the company’s audited financial statements and accompanying management’s discussion and analysis for the fiscal year ended December 31, 2007, a copy of which has been filed on SEDAR at www.sedar.com. For copies of documents, please contact the company at 1620 Dickson Avenue, Suite 700, Kelowna, B.C., Canada V1Y 9Y2 or you may call Strathmore to request such documents at (800) 647-3303.

EX-99.2

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2007

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, 2007 and 2006 and the consolidated statements of operations and deficit, comprehensive loss, accumulated other comprehensive loss and cash flows for the years ended December 31, 2007, 2006 and 2005. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with Canadian generally accepted auditing standards and 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, 2007 and 2006 and the results of its operations and cash flows for the years ended December 31, 2007, 2006 and 2005 in accordance with Canadian generally accepted accounting principles.

As discussed in Note 2 to the consolidated financial statements, the Company adopted Canadian Institute of Chartered Accountants Handbook Sections 3855 — Financial Instruments — Recognition and measurement, 3861 — Financial Instruments — Disclosure and Presentation, 3860 — Hedges, 1530 — Comprehensive Income and 3251 — Equity, effective January 1, 2007.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company's internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated April 22, 2008 expressed an unqualified opinion on the Company's internal control over financial reporting.

 

Chartered Accountants

Vancouver, Canada

April 22, 2008

1200 - 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, B.C., Canada V7Y 1G6

Telephone (604) 687-0947  Fax (604) 687-6172

REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Strathmore Minerals Corp.

We have audited Strathmore Minerals Corp.'s (the "Company") internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control -- Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; an d (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2007, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

We have also audited, in accordance with Canadian generally accepted principles and with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of the Company as of December 31, 2007 and 2006, and the related consolidated statements of operations and deficit, comprehensive loss, accumulated other comprehensive loss and cash flows for the years ended December 31, 2007, 2006 and 2005 and our report dated April 22, 2008 expressed an unqualified opinion.

 

Chartered Accountants

Vancouver, Canada

April 22, 2008

1200 - 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, B.C., 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)

YEAR ENDED DECEMBER 31

	2007	2006
ASSETS
Current
Cash and equivalents	$  2,900,096	$  5,299,908
Short term investments (Note 3)	12,788,046	27,412,579
Receivables	1,468,621	407,910
Prepaid expenses	59,687	30,593
	17,216,450	33,150,990
Investments (Note 4)	6,047,770	-
Property and equipment (Note 5)	2,033,175	690,904
Mineral property interests (Note 6)	16,923,140	19,648,460
	$ 42,220,535	$ 53,490,354
LIABILITIES AND SHAREHOLDERS' EQUITY
Current
Accounts payable and accrued liabilities	$ 1,973,456	$      724,055
Non-controlling interest (Note 6)	2,265,823	-
Shareholders' equity
Capital stock (Note 8)	53,471,619	69,061,053
Contributed surplus (Note 8)	4,400,836	1,591,993
Deficit	(13,132,989)	(17,886,747)
Accumulated other comprehensive loss	(6,758,210)	-
	37,981,256	52,766,299
	$ 42,220,535	$ 53,490,354

Nature of operations (Note 1)

Subsequent events (Note 15)

On behalf of the Board:
“ Ray Larson”	Director	“David Miller”	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

		2007	2006	2005
GENERAL AND ADMINISTRATIVE EXPENSES
Advertising and promotion		$   374,123	$   88,141	$  70,154
Amortization		250,441	64,749	43,046
Business development		274,055	111,876	96,636
Consulting fees		1,840,589	819,123	654,100
Insurance		155,668	36,690	-
Investment fees		84,176	92,127	3,061
Investors relations		23,623	24,858	110,718
Office and miscellaneous		363,348	235,000	222,318
Professional fees		792,666	370,419	132,637
Regulatory fees		52,094	37,958	16,384
Repairs and maintenance		45,155	-	-
Rent		137,343	60,706	47,581
Shareholder communications		159,604	47,287	9,329
Stock-based compensation  (Note 8)		3,681,128	731,026	476,610
Telephone		77,119	41,414	37,031
Trade shows and conferences		387,754	379,389	229,792
Transfer agent		17,611	17,791	16,105
Travel		128,062	44,005	36,009
Vehicle expense		34,377	15,726	-
Wages and benefits		829,200	448,492	158,628
Loss before other items		(9,708,136)	(3,666,777)	(2,360,139)
OTHER ITEMS
Investment income		1,173,735	1,393,309	365,930
Foreign currency loss		(148,285)	(16,646)	-
Gain on property option agreements (Note 6)		9,109,983	-	-
Realized loss on short-term investments		(3,278)	-	-
Unrealized loss on short term investments (Note 3)		(68,062)	(20,574)	(4,817)
Income (loss) before income taxes		355,957	(2,310,688)	(1,999,026)
Future income tax recovery (Note 11)		4,397,801	-	376,524
Net income (loss) for the year		4,753,758	(2,310,688)	(1,622,502)
	Deficit, beginning of year	(17,886,747)	(15,576,059)	(13,953,557)
	Deficit, end of year	$(13,132,989)	$(17,886,747)	$(15,576,059)
Basic and diluted income (loss) per common share
Basic		$        0.07	$       (0.03)	$       (0.03)
Diluted		$        0.06	$       (0.03)	$       (0.03)
Weighted average number of common shares outstanding
Basic		72,159,437	66,314,107	53,550,088
Effect of dilution of stock options and warrants		2,711,341	-	-
Diluted		74,870,778	66,314,107	53,550,088

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

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

(Expressed in Canadian Dollars)

YEAR ENDED DECEMBER 31

	2007	2006	2005
Net income (loss) for the year	$   4,753,758	$  (2,310,688)	$ (1,622,502)
Other comprehensive loss:
Loss on available-for-sale securities, net of future income             tax recovery (Note 4)	(6,758,210)	-	-
Comprehensive loss for the year	$ (2,004,452)	$  (2,310,688)	$ (1,622,502)

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

CONSOLIDATED STATEMENT OF ACCUMULATED OTHER COMPREHENSIVE LOSS

(Expressed in Canadian Dollars)

YEAR ENDED DECEMBER 31

	2007	2006	2005
Accumulated other comprehensive loss, beginning of  year	$              -	$              -	$              -
Other comprehensive loss:
Loss on available-for-sale securities, net of future income           tax recovery (Note 4)	(6,758,210)	-	-
Accumulated other comprehensive loss, end of year	$ (6,758,210)	$              -	$                -

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

	2007	2006	2005
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) for the year	$ 4,753,758	$(2,310,688)	$(1,622,502)
Items not affecting cash
Amortization	250,441	64,749	43,046
Unrealized loss on short term investments	68,062	20,574	4,817
Stock-based compensation	3,681,128	731,026	476,610
Future income tax recovery	(4,397,801)	-	(376,524)
Property investigation costs	-	126,289	-
Gain on property option agreements	(9,109,983)	-	-
Changes in non-cash working capital items:
Increase in receivables	(713,081)	(167,666)	(205,678)
Increase in prepaid expenses	(29,094)	(3,942)	(13,335)
Increase (decrease) in accounts payable and accrued liabilities	255,751	41,799	(8,904)
Cash used in operating activities	(5,240,819)	(1,497,859)	(1,702,470)
CASH FLOWS FROM INVESTING ACTIVITIES
Short term investments	14,506,471	(18,432,089)	(9,005,881)
Property and equipment purchased	(1,592,712)	(547,424)	(181,217)
Mineral property interests	(16,012,748)	(7,920,372)	(3,796,823)
Recoveries on mineral property interests	2,987,857	-	-
Cash transferred on plan of arrangement	(500,000)	-	-
Reorganization costs on plan of arrangement	(328,914)	-	-
Cash used in investing activities	(940,046)	(26,899,885)	(12,983,921)
CASH FLOWS FROM FINANCING ACTIVITIES
Subscriptions received in advance	-	-	3,600
Share issuance costs	-	(684,014)	(1,158,352)
Capital stock issued	3,781,053	22,237,845	18,901,938
Cash provided by financing activities	3,781,053	21,553,831	17,747,186
Increase (decrease) in cash and equivalents during the year	(2,399,812)	(6,843,913)	3,060,795
Cash and equivalents, beginning of year	5,299,908	12,143,821	9,083,026
Cash and equivalents, end of year	$ 2,900,096	$ 5,299,908	$12,143,821

Supplemental disclosure 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, 2007

1.

NATURE OF OPERATIONS

Strathmore Minerals Corp. (the “Company”) is organized 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 following subsidiaries incorporated in the US:

	December 31, 2007 Ownership	December 31, 2006 Ownership
Strathmore Resources (US) Ltd.	100%	100%
Roca Honda Resources, LLC	60%	-
Nose Rock, LLC	100%	-
Juniper Ridge, LLC	100%	-
AUC, LLC	100%	-

Significant inter-company balances and transactions are eliminated on consolidation.

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.

Significant accounts that require estimates relate to the possible impairment of property and equipment and mineral property interests, the useful life of property and equipment, valuation allowances for future income taxes, valuation of investments, valuation of stock-based compensation and warrants in private placements and valuation of asset retirement obligations.

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.

Short term investments

Short term investments, are classified as held-for-trading and measured at fair market value. Gains and losses are recognized on the income statement. Prior to fiscal 2007, short term investments were 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, 2007

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%
Geological equipment	20%
Leasehold improvements	5 year straight-line
Computer equipment	30%
Computer software	50%
Building	4%
Vehicle	30%

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, 2007 and 2006, management believes that no impairment relating to the mineral property interests and deferred exploration costs was required.

The recorded costs of mineral property interests and deferred exploration costs are 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.

Foreign currency translation

The Company’s subsidiaries are integrated foreign operations and are translated into the Canadian dollar equivalent 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, 2007

2.

SIGNIFICANT ACCOUNTING POLICIES (cont'd...)

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. The Company records a future income tax liability and a reduction in capital stock for the estimated tax benefits transferred to shareholders.

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. The Company currently does not have any asset retirement obligations.

Stock-based compensation

The Company uses the fair value method whereby the Company recognizes compensation costs over the vesting period 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.

Earnings per share

Earnings per share calculations are based on the weighted average number of common shares and common share equivalents issued and outstanding during the year. Diluted earnings per share are calculated using the treasury method which requires the calculation of diluted earnings per share by assuming that outstanding stock options, and warrants with the average market price that exceeds the average exercise prices of the options and warrants for the year, are exercised and the assumed proceeds are used to repurchase shares of the Company at the average market price of the common shares for the year.

Basic loss per share is calculated using the weighted average number of shares outstanding during the year.

Comparative figures

Certain comparative figures have been reclassified to conform with the current year’s presentation.

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2007

2.

SIGNIFICANT ACCOUNTING POLICIES (cont'd...)

Change in accounting policy

On January 1, 2007, the Company adopted Canadian Institute of Chartered Accountants (“CICA”) Handbook Sections 3855 “Financial Instruments – Recognition and Measurement”, 3861 “Financial Instruments – Disclosure and Presentation”, 3865 “Hedges”, 1530 “Comprehensive Income”, and 3251 “Equity”, for fiscal years beginning on or after January 1, 2007. These standards have been adopted on a prospective basis with no restatement to prior period financial statements.

Financial instruments - Recognition and measurement

Section 3855 establishes standards for the recognition and measurement of all financial instruments, provides a characteristics-based definition of a derivative financial instrument, provides criteria to be used to determine when a financial instrument should be recognized, and provides criteria to be used when a financial instrument is to be extinguished. Under this standard, all financial instruments are required to be measured at fair value on initial recognition. Measurement in subsequent periods depends on whether the financial instrument has been classified as held-for-trading, held-to-maturity, available-for-sale, loans and receivables, or other financial liabilities. The Company has implemented the following classifications for its financial instruments:

a)

Cash and equivalents and short term investments have been classified as held-for-trading.

b)

Investments have been classified as available-for-sale.

c)

Receivables have been classified as loans and receivables and measured at amortized cost.

d)

Accounts payable and accrued liabilities have been classified as other financial liabilities and are measured at amortized cost.

Comprehensive Income

Section 1530 establishes standards for reporting and displaying comprehensive income. Comprehensive income is defined as the change in equity (net assets) from transactions and other events from non-owner sources. Other comprehensive income is defined as revenues, expenses, gains and losses that, in accordance with primary sources of GAAP, are recognized in comprehensive income, but excluded from net income. This would include holding gains and losses from financial instruments classified as available-for-sale.

Recent accounting pronouncements

The CICA has issued new standards which may affect the financial disclosures and results of operations of the Company for interim and annual periods beginning January 1, 2008. The Company will adopt the requirements commencing in the interim period ended March 31, 2008 and is currently considering the impact this will have on the Company's financial statements.

Section 1400 - Assessing Going Concern

This Section was amended to include requirements for management to assess and disclose an entity’s ability to continue as a going concern.  

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2007

2.

SIGNIFICANT ACCOUNTING POLICIES (cont'd...)

Recent accounting pronouncements (cont'd...)

Section 1535 – Capital Disclosures

This Section establishes standards for disclosing information about an entity's capital and how it is managed.  Under this standard the Company will be required to disclose the following, based on the information provided internally to the entity's key management personnel:

(i)

qualitative information about its objectives, policies and processes for managing capital,

(ii)

summary quantitative data about what it manages as capital.

(iii)

whether during the period it complied with any externally imposed capital requirements to which it is subject.

(iv)

when the Company has not complied with such externally imposed capital requirements, the consequences of such non-compliance.

Section 3862 – Financial Instruments – Disclosures

This Section requires entities to provide disclosure of quantitative and qualitative information in their financial statements that enable users to evaluate (a) the significance of financial instruments for the entity's financial position and performance; and (b) the nature and extent of risks arising from financial instruments to which the entity is exposed during the period and at the balance sheet date, and management’s objectives, policies and procedures for managing such risks. Entities will be required to disclose the measurement basis or bases used, and the criteria used to determine classification for different types of instruments.

The Section requires specific disclosures to be made, including the criteria for:

(i)   designating financial assets and liabilities as held for trading;

(ii)  designating financial assets as available-for-sale; and

(iii) determining when impairment is recorded against the related financial asset or when an allowance account is used.

Section 3863 – Financial Instruments - Presentation

This Section was issued to enhance financial statement users' understanding of the significance of financial instruments to an entity's financial position, performance and cash flows. This section establishes standards for presentation of financial instruments and non-financial derivatives. It deals with the classification of financial instruments, from the perspective of the issuer, between liabilities and equity, the classification of related interest, dividends, losses and gains, and the circumstances in which financial assets and financial liabilities are offset.  

International Financial Reporting Standards (“IFRS”)

In 2006, the Canadian Accounting Standards Board (“AcSB”) published a new strategic plan that will significantly affect financial reporting requirements for Canadian companies. The AcSB strategic plan outlines the convergence of Canadian GAAP with IFRS over an expected five year transitional period. In February 2008 the AcSB announced that 2011 is the changeover date for publicly-listed companies to use IFRS, replacing Canada’s own GAAP. The date is for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011. The transition date of January 1, 2011 will require the restatement for comparative purposes of amounts reported by the Company for the year ended December 31, 2010. While the Company has begun assessing the adoption of IFRS for 2011, the financial reporting impact of the transition to IFRS cannot be reasonably estimated at this time.

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2007

3.

SHORT TERM INVESTMENTS

Short term investments are recorded at fair value and are comprised of the following:

	2007	2006
Bonds and bond funds	$ 12,788,046	$ 27,412,579

During fiscal 2007, the Company recorded an unrealized loss of $68,062 (2006 - $20,574) to reflect the fair value of the investments as at December 31, 2007.

4.

INVESTMENTS

Investments are recorded at fair value and are comprised of the following:

	2007	2006
Yellowcake Mining Inc.	$ 2,217,890	$ -
American Uranium Corporation	3,829,880	-
	$ 6,047,770	-

These securities have not been registered with the Securities and Exchange Commission and may not be offered for sale as at December 31, 2007. During fiscal 2007, the Company recorded an unrealized loss of $6,758,210 (2006 - $Nil), net of future income taxes, to reflect the fair value of the investments as at December 31, 2007.

5.

PROPERTY AND EQUIPMENT

	2007			2006
	Cost	Accumulated Amortization	Net Book Value	Cost	Accumulated Amortization	Net Book Value
Office equipment	$ 291,673	$  71,125	$ 220,548	$108,821	$ 38,371	$  70,450
Building	483,902	11,053	472,849	-	-	-
Geological equipment	248,169	54,264	193,905	132,430	19,090	113,340
Leasehold    improvements	245,534	47,808	197,726	65,114	17,413	47,701
Land	370,703	-	370,703	370,703	-	370,703
Computer equipment	258,183	88,798	169,385	105,239	55,092	50,147
Computer software	114,963	45,496	69,467	48,343	9,780	38,563
Vehicles	410,235	71,643	338,592	-	-	-
	$2,423,362	$ 390,187	$2,033,175	$830,650	$139,746	$690,904

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2007

6.

MINERAL PROPERTY INTERESTS

December 31, 2007	Roca Honda Property	Nose Rock/ Crown Point Property	Church Rock  Property	Dalton Pass Property	Marquez Property	Jeep Property	Juniper Ridge Property	Rock Hill /Red Horse Property	Pine Tree/ Reno Creek Property	Sky/ Cedar Rim Property	Canada/ Peru Properties	Other Properties	Total Property Costs
Acquisition costs:
Balance, beginning of year	$ 498,970	$ 908,991	$ 289,155	$ 20,927	$ -	$ -	$ 488,158	$ -	$ 937,835	$ 99,279	$3,154,921	$ 1,304,210	$ 7,702,446
Additions	-	3,931	108,170	1,044	810,147	24,319	92,267	834,496	8,653	10,889	425,000	19,534	2,338,450
Cost Recoveries	-	(260,900)	-	(21,971)	-	-	(580,425)	-	(946,488)	(110,168)	-	-	(1,919,952)
Transfer through plan of arrangement	-	-	-	-	-	-	-	-	-	-	(3,579,921)	-	(3,579,921)
Balance, end of  year	498,970	652,022	397,325	-	810,147	24,319	-	834,496	-	-	-	1,323,744	4,541,023
Exploration costs:
Balance, beginning of year	320,175	60,788	1,767,050	-	-	52,017	52,858	-	167,014	173,972	8,941,150	410,990	11,946,014
Incurred during the year
Administration	63,682	6,671	8,121	6	45	15,570	10,489	233	346	23,159	143,914	15,045	287,281
Drilling	5,116,130	-	-	-	-	123,419	61,882	-	-	607,415	483,255	98,388	6,490,489
Equipment/Vehicles	-	-	-	-	-	1,839	806	-	-	-	519,706	54	522,405
Engineering	771,600	-	237,824	-	-	364	5,880	116	-	188,168	479	74,771	1,279,202
Environmental	115,718	-	-	-	-	23	35,290	-	-	31,131	-	26,322	208,484
Facilities/Construction	736	-	5,200	-	-	-	-	-	-	4,178	29,851	7,200	47,165
Geology & Geophysics	100,280	986	2,186	47	3,187	4,619	39,515	33,103	8,510	26,369	2,686,412	30,383	2,935,597
Health & Safety	6,738	-	578	-	-	-	8,326	-	53	12,332	-	10,660	38,687
Property	14,862	61,362	20,223	9,413	1,532	46,071	51,267	31,322	108,545	6,606	598,632	400,540	1,350,375
Permitting/Regulatory	357,594	138	9,877	-	-	14,153	217,703	-	6,267	71,934	104,916	609,800	1,392,382
Personnel Time	49,228	11,995	166,194	7,187	12,846	35,707	96,214	220	8,039	205,550	915,152	74,084	1,582,416
Travel	22,411	7,407	8,768	1,251	2,628	7,878	18,205	-	2,420	52,453	113,614	30,344	267,379
	6,618,979	88,559	458,971	17,904	20,238	249,643	545,577	64,994	134,180	1,229,295	5,595,931	1,377,591	16,401,862
Cost recoveries	(1,062,280)	-	-	(17,904)	-	(166,741)	(598,435)	-	(301,194)	(388,359)	-	-	(2,534,913)
Transfer through plan of arrangement	-	-	-	-	-	-	-	-	-	-	(14,537,081)	-	(14,537,081)
Prepaid exploration expenditures	-	-	-	-	-	-	-	-	-	-	-	1,106,235	1,106,235
Balance, end of year	5,876,874	149,347	2,226,021	-	20,238	134,919	-	64,994	-	1,014,908	-	2,894,816	12,382,117
Total costs	$6,375,844	$ 801,369	$ 2,623,346	$ -	$ 830,385	$ 159,238	$ -	$ 899,490	$ -	$ 1,014,908	$ -	$ 4,218,560	$ 16,923,140

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2007

6.

MINERAL PROPERTY INTERESTS (cont’d…)

December 31, 2006	Roca Honda Property	Nose Rock/ Crown Point Property	Church Rock  Property	Dalton Pass Property	Marquez Property	Jeep Property	Juniper Ridge Property	Rock Hill /Red Horse Property	Pine Tree/ Reno Creek Property	Sky/ Cedar Rim Property	Canada/ Peru Properties	Other Properties	Total Property Costs
Acquisition costs:
Balance, beginning of year	$ 498,970	$ 484,491	$ 289,155	$ -	$ -	$ -	$ 205,158	$ -	$ 672,475	$ 99,279	$ 2,383,386	$ 946,864	$ 5,579,778
Additions	-	424,500	-	20,927	-	-	283,000	-	265,360	-	771,535	357,346	2,122,668
Balance, end of  year	498,970	908,991	289,155	20,927	-	-	488,158	-	937,835	99,279	3,154,921	1,304,210	7,702,446
Exploration costs:
Balance, beginning of year	28,206	35,692	376,744	-	-	-	20,676	-	23,625	5,408	2,955,712	124,927	3,570,990
Incurred during the year:
Administration	9,021	87	113,202	-	-	385	727	-	3,732	2,125	99,806	984	230,069
Geology & Geophysics	106	-	673	-	-	94	-	-	-	14	3,242,567	14,284	3,257,738
Lab analysis & sampling	-	-	-	-	-	-	-	-	-	-	19,990	-	19,990
Property fees	23,673	24,270	30,846	-	-	615	31,455	-	136,634	4,673	211,705	261,838	725,709
Personnel time	254,203	-	1,112,321	-	-	47,505	-	-	-	156,514	1,875,141	-	3,445,684
Travel	4,966	739	133,264	-	-	3,418	-	-	3,023	5,238	536,229	8,957	695,834
	291,969	25,096	1,390,306	-	-	52,017	32,182	-	143,389	168,564	5,985,438	286,063	8,375,024
Balance, end of year	320,175	60,788	1,767,050	-	-	52,017	52,858	-	167,014	173,972	8,941,150	410,990	11,946,014
Total costs	$ 819,145	$ 969,779	$ 2,056,205	$ 20,927	$ -	$ 52,017	$ 541,016	$ -	$ 1,104,849	$ 273,251	$ 12,096,071	$ 1,715,200	$ 19,648,460

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2007

6.

MINERAL PROPERTY INTERESTS (cont’d…)

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.

New Mexico properties, USA

Roca Honda Property

On July 26, 2007, the Company completed an agreement with Sumitomo Corp. (“Sumitomo”) of Japan to develop the Roca Honda uranium project located in New Mexico. The Company has transferred its entire interest in the Roca Honda Property to Roca Honda Resources, LLC, a subsidiary in which the Company owns 60% and Sumitomo 40%. The Company and Sumitomo are committed to fund a US$27,215,000 feasibility study, in proportion to their respective ownership interests by the end of fiscal 2011. Following completion of the feasibility study, should a positive decision be made to proceed, Sumitomo will contribute a pre-determined cash contribution for development of the Roca Honda mine. During fiscal 2007, the Company received US$1,000,000 from Sumitomo for completing the agreement.

The Company had acquired its original 100% interest in the Roca Honda claims during prior years by paying $227,970 and issuing 200,000 common shares valued at $271,000.

The Company has consolidated Roca Honda Resources, LLC into its operations and recorded a non-controlling interest of $2,265,823 to reflect Sumitomo’s 40% interest.

Nose Rock/Crown Point Property

The Company acquired a 100% interest in Nose Rock/Crown Point claims located in New Mexico, USA by paying $206,991 and issuing 300,000 common shares valued at $702,000.

On September 14, 2007 the Company granted Uranium International Corp. (formerly Nu-Mex Uranium Resources Inc.) (“UIC”) an option to acquire up to a 65% interest in the Company’s Nose Rock property by paying the Company US$250,000 and issuing 5,000,000 common shares. A nominal value has been attributed to these shares. To earn its 65% interest, UIC is required to incur a total of US$44,500,000 in exploration expenditures in stages over seven years. The Company retains the right to earn back a 16% interest in the project in consideration for US$25,000,000.

Dalton Pass Property

On October 5, 2007, the Company granted UIC an option to acquire up to a 65% interest in the Dalton Pass property. To earn its 65% interest, UIC has paid US$250,000 and is required to incur a total of US$16,750,000 in exploration expenditures in stages over six years and pay the Company an additional US$1,000,000 in cash or, at the option of UIC, common shares of UIC, in stages over four years. The Company retains the right to earn back a 16% interest in the project interesting consideration for US$8,000,000

The $257,700 (US$250,000) payment exceeded the property’s cost base and the Company has recorded a $217,825 gain in its statement of operations.

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2007

6.

MINERAL PROPERTY INTERESTS (cont’d…)

New Mexico properties, USA (cont’d…)

Marquez Property

On September 5, 2007, the Company entered into a mineral lease agreement on the Marquez property located in New Mexico, for a period of ten years, with the option to extend the lease for an additional five years. The Company has paid $805,700 (US$750,000) and is required to make annual payments of US$250,000 during the initial ten year term. To extend the lease for an additional five years, the Company is required to pay US$750,000 and make annual payments of US$300,000 thereafter. To extend the lease beyond fifteen years, the Company is required to pay an additional US$750,000.

The property is subject to an 8% net proceeds production royalty. Should commercial production not commence by September, 2015, the Company will be required to pay additional annual minimum advance royalty payments of US$250,000 which may be recovered from future production royalties.

Church Rock Property

The Company had acquired its original 100% interest in the Church Rock property during prior years by paying $153,655 and issuing 100,000 common shares valued at $135,500.

On May 31, 2007, the Company entered into an option agreement to acquire certain water rights in the McKinley county area of New Mexico. The purchase price was US$4,000 per acre-foot per year of consumptive use and is payable as follows: an initial US$100,000 deposit and 50% of US$4,000 multiplied by the amount of water right authorized by the State Engineer. The remainder is to be paid at closing. The final amount to be paid will be determined in accordance with the agreement which includes a 5% escalator fee per year after the second year in which the petition to the State Engineer is being reviewed.

Wyoming properties, USA

Jeep Property

The Company acquired, by staking, a 100% interest in the Jeep property.

On July 31, 2007, the Company granted Yellowcake Mining Inc. (“Yellowcake”) an option to acquire a 60% interest in the Company’s Jeep property. To earn its 60% interest, Yellowcake is required to incur a total of  US$10,000,000 in exploration expenditures in stages to September 2013. The Company retains the right to earn back an 11% interest in the project in consideration for up to US$10,000,000.

Juniper Ridge Property

The Company acquired a 100% interest in the Juniper Ridge property by issuing 100,000 common shares valued at $147,000.

On March 14, 2007 the Company granted an option to acquire up to an 80% interest in its Juniper Ridge property to Yellowcake. The Company transferred its entire interest in the Juniper Ridge property to Juniper Ridge LLC.  In return for the option, Yellowcake paid the Company US$100,000 and issued 9,000,000 shares valued at $9,779,900 in the capital of Yellowcake to Juniper Ridge LLC. To earn its interest, Yellowcake is committed to additional payments of US$400,000 over four years and will fund US$8,000,000 over five years toward the property’s exploration. Yellowcake will earn a 40% interest upon incurring US$4,000,000 in expenditures and will be required to pay a royalty payment to the Company of 3% of the optioned portion of all future production. Pursuant to the agreement, Yellowcake had the option to enter into an equal partnership with the Company over any mining leases acquired from certain databases.

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2007

6.

MINERAL PROPERTY INTERESTS (cont’d…)

Wyoming properties, USA (cont’d…)

Pine Tree/Reno Creek Property

The Company acquired a 100% interest in Pine Tree/Reno Creek claims located in Wyoming, USA by issuing 300,000 common shares valued at $610,000.

On August 20, 2007 the Company granted American Uranium Corporation (“American Uranium”) an option to acquire a 60% in the Pine Tree/Reno Creek property. The Company has transferred its entire interest in Pine Tree/Reno Creek  to AUC, LLC. American Uranium has contributed 5,000,000 common shares valued at $5,828,600 to AUC, LLC. To earn its 60% interest, American Uranium will contribute US$33,000,000 for exploration by spending US$1,500,000 in both the first year and second year, US$2,000,000 in the third year, and US$28,000,000 in the fourth year.  American Uranium will have earned a 22.5% interest upon incurring US$12,375,000 in expenditures and 37.5% interest upon incurring the remaining US$20,625,000.  The US$28,000,000 will be reduced proportionately depending on the results of a property evaluation.

Sky/Cedar Rim Property

The Company acquired a 100% interest in Sky/Cedar Rim claims located in Wyoming, USA by issuing 50,000 common shares valued at $86,250.

On July 31, 2007, the Company granted Yellowcake an option to acquire a 60% interest in the Company’s Sky/Cedar Rim property. To earn its 60% interest, Yellowcake is required to incur a total of US$7,500,000 in exploration expenditures in stages to September 2011. The Company retains the right to earn back a 11% interest in the project in consideration for up to US$7,500,000.

Rock Hill/Red Horse Property

On October 31, 2007 the Company acquired 100% of Rock Hill mineral claims by paying US$770,960 and reimbursing vendor for staking fees of $46,500. The Company also acquired data related to this property by issuing 25,000 common shares valued at $62,500. The property is subject to a 5% net proceeds royalty.

Gas Hills Mill Site Property

On December 10, 2007 the Company entered into an option agreement to acquire the Gas Hills Mill Site property locate in Wyoming and the related NRC license. The Company paid US10,000 for a one year option to acquire the property. The Company is required to pay an additional amount to complete the acquisition.

Other Properties

Other New Mexico Properties

The Company acquired a 100% interest in certain claims located in New Mexico, USA, by paying $91,651. Certain claims are subject to a 1% royalty.

Other Wyoming Properties

The Company acquired a 100% interest in a certain claims located in Wyoming, USA by paying $87,560, incurring additional costs of $261,887 and issuing 550,000 common shares valued at $986,250.

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2007

6.

MINERAL PROPERTY INTERESTS (cont’d…)

Chord property, South Dakota

The Company acquired a 100% interest in a uranium property located in South Dakota, USA, by paying $59,640.  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. During fiscal 2007, the Company paid $11,000 (US$10,000) (2006 - $14,381 (US$10,000)).  The property is subject to a 2% gross royalty.

7.

PLAN OF ARRANGEMENT

On June 19, 2007 the shareholders of the Company approved a plan of arrangement (“the arrangement”) to reorganize the Canadian and Peruvian mineral property interests. The effective date of the transaction was July 17, 2007.

Under the terms of the arrangement, all of the Company’s Canadian and Peruvian mineral property interests with a cost base of $18,117,002, its investment in Great Bear Resources valued at $50,000, and $500,000 cash were transferred to Fission Energy Corp. (“Fission”).  The Company also incurred $328,914 of reorganization costs to complete the arrangement (Note 8). Under the terms of the arrangement, the Company’s shareholders received one new common share in exchange for their old Strathmore common share and one-third of one common share in the capital of Fission for each common share held on the share distribution record date of July 13, 2007.

8.

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
Stock 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	2,370,000	2,815,678	(884,878)
Exercise of warrants	8,340,084	14,809,977	(3,199,127)
Acquisition of mineral property interests	900,000	2,207,000	-
Stock-based compensation	-	-	731,026
Share issuance costs	-	(771,365)	87,351
As at December 31, 2006	70,631,548	69,061,053	1,591,993
Exercise of options	597,000	1,428,353	(417,553)
Exercise of warrants	1,179,363	3,224,985	(454,732)
Acquisition of mineral property interests	125,000	490,500	-
Tax benefits renounced to flow through share subscribers		(1,737,356)	-
Plan of arrangement (Note 7)	-	(18,995,916)	-
Cancellation of escrowed shares	(75,000)	-	-
Stock-based compensation	-	-	3,681,128
As at December 31, 2007	72,457,911	$53,471,619	$ 4,400,836

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2007

8.

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 agents’ warrants 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 warrants, 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 May 9, 2008. In connection with the placement, the Company paid commissions of $521,988 in cash and issued 195,957 agents’ warrants. 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 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, 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
Granted	980,282	3.11	2,840,000	1.89
Exercised	(8,340,084)	1.39	(2,370,000)	0.81
Expired/cancelled	(2,500)	0.76	(163,000)	1.91
Outstanding, December 31, 2006	1,720,688	2.53	4,195,000	1.82
Granted	-		2,650,000	2.74
Exercised	(1,179,363)	2.35	(597,000)	1.69
Outstanding, December 31, 2007	541,325	$ 2.39	6,248,000	$ 2.15
Number currently exercisable	541,325	$ 2.39	3,598,000	$ 1.72

In conjunction with the plan of arrangement (Note 7), all the stock options outstanding as at June 19, 2007 vested immediately and the exercise price of all the stock options outstanding as at July 17, 2007 was amended to take into account the change in the fair market value of common shares as a result of transferring the spin-out assets from the Company to Fission.

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2007

8.

CAPITAL STOCK AND CONTRIBUTED SURPLUS (cont’d…)

Stock options and warrants (cont’d…)

The re-pricing of the stock options, along with the stock options and share purchase warrants outstanding as at December 31, 2007 is as follows:

	Number of Shares	Exercise Price Before Plan of Arrangement	Exercise Price as at December 31, 2007. After Plan of Arrangement	Expiry Date
Options	300,000	$  2.20	$  2.05	April 29, 2008
	125,000	2.50	2.34	April 13, 2009
	724,000	1.50	1.40	October 6, 2010
	100,000	3.00	2.80	December 15, 2010
	1,692,000	1.70	1.59	August 31, 2011
	657,000	2.10	1.96	October 27, 2011
	2,500,000	-	2.75	August 31, 2012
	150,000	-	2.50	November 21, 2012
Total	6,248,000
Warrants	541,325	$  3.25	$  2.39	May 9, 2008

All outstanding warrants of the Company at the completion date of the plan of arrangement are exercisable into one common share of the Company and one-third of one common share of Fission for each warrant exercised. The exercise price is split between the Company and Fission and has been determined using the same ratio that the fair market value of the Canadian and Peruvian net assets made up of the total net assets of the Company on July 17, 2007. The Company also extended the expiry date from November 9, 2007 to May 9, 2008 on warrants to acquire 541,325 common shares.

Stock-based compensation

During fiscal 2007, the Company granted 2,650,000 (2006 – 2,840,000; 2005 – 1,600,000) 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 during fiscal 2007 was $3,681,128 (2006 - $731,026; 2005 - $476,610) as a result of options granted and vested and re-priced. This amount was also recorded as contributed surplus on the balance sheet.  The weighted average fair value of options granted was $2.74 (2006 - $1.09; 2005 - $0.62) per option.  

The following assumptions were used for the valuation of stock options:

	2007	2006	2005
Risk-free interest rate	4.53%	4.02%	3.00%
Expected life	4 years	3.6 years	2.3 years
Annualized volatility	63%	79%	60%
Dividend rate	0.00%	0.00%	0.00%

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2007

9.

SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

	2007	2006	2005
Cash paid during the year for interest	$ -	$ -	$ -
Cash paid during the year for income taxes	$ -	$ -	$ -
Cash and equivalents:
Cash balances	$ 2,812,096	$ 5,189,185	$ 12,032,505
Term deposits	88,000	110,723	111,316
	$ 2,900,096	$ 5,299,908	$ 12,143,821

Significant non-cash transactions during the year ended December 31, 2007 included:

a)

Issuing 125,000 (2006 – 900,000; 2005 – 1,400,000) common shares valued at $490,500 (2006 – $2,207,000; 2005 - $2,377,750) pursuant to the acquisition of mineral property interests and issuing Nil (2006 – 195,957; 2005 – 1,027,180) agents’ warrants valued at $Nil (2006 – $87,351; 2005 - $802,026) as finders’ fees on private placements.

b)

Accruing deferred exploration costs in accounts payable and accrued liabilities of $1,610,077 (2006 – $616,427; 2005 - $119,818) at December 31, 2007.

c)

Issuing Nil (2006 – 10,000; 2005 – 30,000) common shares for proceeds of $Nil (2006 – $3,600; 2005 - $58,500) received in the prior year.

d)

Recognizing mineral property recoveries of $347,630 through receivables.

e)

Receiving investments valued at $15,608,500 pursuant to mineral property option agreements.

f)

Transferring mineral property interests with a cost base of $18,117,002 and an investment valued at $50,000 to Fission.

10.

RELATED PARTY TRANSACTIONS

The Company entered into transactions with related parties as follows:

a)

Paid or accrued $723,449 (2006 - $290,615; 2005 - $225,598) for consulting fees to directors and a companies controlled by directors.

b)

Paid or accrued $468,601 (2006 - $290,415; 2005 - $225,684)) for consulting fees to officers of the Company.

c)

Paid or accrued $160,000 (2006 - $116,000; 2005 - $nil) for director’s fees, included in wages to directors.

Included in accounts payable is $68,539 (2006 $15,449; 2005 - $14,291) for fees and expense reimbursements to directors, officers and companies controlled by directors.

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.

An officer of the Company is also a former director of Yellowcake. The officer of the Company was a director of Yellowcake during the time the options on the Jeep and Sky properties were granted (Note 6).

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2007

11.

INCOME TAXES

A reconciliation of current income taxes at statutory rates with the reported income taxes is as follows:

	2007	2006	2005
Loss before income taxes	$ 355,957	$ (2,310,688)	$ (1,999,026)
Expected income tax recovery	$ (121,452)	$ 834,621	$ 697,061
Foreign tax rate differences	(58,144)	-	-
Other items  not deductible for income tax purposes	4,417,078	(343,052)	(229,573)
Stock-based compensation not deductible for income tax purposes	(1,256,001)	(264,047)	(166,194)
Recognized (unrecognized) benefits of non-capital losses	(7,379,282)	(227,522)	75,230
Future income tax recovery	$ (4,397,801)	$ -	$ 376,524

The significant components of the Company’s future income tax assets are as follows:

	2007	2006	2005
Future income tax assets:
Equipment	$ 58,264	$ 61,021	$ 45,074
Mineral property interests and related exploration expenditures	88,766	1,102,853	888,852
Investments	(2,116,720)	-	-
Other assets	344,077	360,987	434,843
Non-capital losses available for future periods	3,964,147	859,747	1,001,692
	2,338,534	2,384,608	2,370,461
Valuation allowance	(2,338,534)	(2,384,608)	(2,370,461)
Net future income tax asset	$ -	$ -	$ -

The Company has available approximately $12,339,159 of non-capital losses which, if unutilized, will expire through 2027.  Subject to certain restrictions, the Company also has capital losses of $367,470 and resource exploration expenditures of approximately $15,344,838 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, and have been offset by a valuation allowance.

During fiscal 2007, the Company renounced certain deductions for Canadian exploration expenditures incurred on the Company’s resource properties resulting in a future income tax recovery of $1,737,356 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, 2007

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 2007 and 2006 to relate to this segment.

The Company had 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 $Nil (2006 - $11,979,000), Peru is $Nil (2006 - $459,597) and the USA is $18,956,315 (2006 - $7,900,767).

13.

CONTINGENCY

In January 2008 the Company received an invoice in the amount of $182,616 from a Canadian drilling company. The invoice represents amounts for services to have been alleged performed during 2007. The Company unequivocally rejects this claim. The party has commenced legal proceedings and the Company will rigorously defend itself and will seek reimbursement for all costs associated with the defense from the claim or litigation. No amount has been accrued in these financial statements in respect of the claim as the outcome is not determinable. Any costs ultimately assessed against the Company in respect of this claim will be recoded in the period in which the actual determination of the liability, if any, is made.

14.

FINANCIAL INSTRUMENTS AND COMPREHENSIVE INCOME

The Company's financial instruments consist of cash and equivalents, short term investments, receivables, investments, 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.

15.

SUBSEQUENT EVENTS

Subsequent to December 31, 2007, the Company:

a)

Granted incentive stock options to directors and officers to purchase up to 400,000 common shares at $2.25 per share for a period of 5 years.

b)

Terminated its agreements with Yellowcake for the Sky, Jeep, and other data base projects. In addition, the Company and Yellowcake have agreed to amend certain terms  regarding Yellowcake’s commitment to fund $8,000,000 of  exploration on the Juniper Ridge property as follows:

i)

contribute  at least $764,518  not later than May 1, 2008

ii)

a minimum of $300,00 not later that September 1, 2008

iii)

a minimum of $500,000 not later that December 31, 2009

iv)

balance of the $8,000,000 as agreed by both parties based on the availability of financing, but in any case not later that December 31, 2012.

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2007

16.

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 (revised 2004), “Share-Based Payments” (“SFAS 123(R)”), which is a revision of SFAS 123, “Accounting for Stock Based Compensation” and supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employee”, requires all share based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. The Company uses the fair value method to account for all stock option grants for the years presented consequently, there are no differences in stock-based compensation.

Mineral property interests

Mineral property costs and related exploration expenditures are accounted for in accordance with Canadian GAAP as disclosed in Note 2.  

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 a corresponding increase in loss for the year of $11,533,474 for fiscal 2007, $8,290,692 for fiscal 2006 and $3,794,539 for fiscal 2005. The decrease in mineral property interests includes $2,053,350 related to the non-controlling interest.

When proven and probable reserves are determined for a property and a feasibility study prepared, subsequent exploration 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.

Under Canadian GAAP, prepaid costs relating to mineral property interests are reported as mineral property interests. Under United States GAAP, these costs are characterized as current assets resulting in a reclassification of $1,106,236 as at December 31, 2007.

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2007

16.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED

ACCOUNTING PRINCIPLES (cont’d…)

Mineral property interests and deferred exploration costs (cont’d…)

In accordance with United States GAAP, capitalized mineral property interests are summarized as follows:

Property name	December 31, 2007	December 31, 2006
Roca Honda property	$      404,750	$      404,750
Nose Rock/Crown Point property	478,741	739,641
Church Rock property	308,505	202,375
Marquez property	805,700	-
Juniper Ridge property	-	430,000
Rock Hill/Red Horse property	823,973	-
Pine Tree/Reno Creek property	-	696,250
Sky/Cedar Rim property	-	86,250
Canada/Peru properties	-	2,035,000
Other properties	1,145,362	1,134,543
Capitalized mineral property interests	$   3,967,031	$   5,728,809

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.

During fiscal 2006, the Company issued 1,697,000 flow-through shares for total proceeds of $5,091,000 and recorded a liability of $1,137,191 for the premium received on the flow-through shares as at December 31, 2006. On renunciation during fiscal 2007, the liability was charged to operations resulting in a difference in capital stock and income tax expenses of $600,165.

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.   

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2007

16.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED

ACCOUNTING PRINCIPLES (cont’d…)

Unrealized holding gains and losses on investments

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 on available-for-sale securities are reported as a separate component of shareholders’ equity until realized and included in earnings for trading securities. The Company’s short-term-investments were presented at lower of cost or market value before January 1, 2007 under Canadian GAAP. Under United States GAAP for fiscal 2005 and 2006, the Company's investment in debt securities has been classified as trading securities however, there was no difference to Canadian GAAP as these debt securities have been stated at their fair market value, with an unrealized loss of $20,574 (2005 - $4,817) included in the consolidated statement of operations. Upon adoption of CICA Handbook Section 3855 on January 1, 2007 (Note 2), there a re no ongoing differences between Canadian and United States GAAP in the accounting for short-term investments and marketable securities.

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, 2006 and 2005 were 66,239,107 and 53,475,088, respectively. There were no escrow shares remaining as at December 31, 2007 so there are no ongoing differences between Canadian and US GAAP.  

Accounting for uncertainty in income taxes

In July 2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109 (“FIN 48”). FIN 48 clarifies the accounting for income taxes by prescribing the minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. FIN 48 also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. In addition, FIN 48 clearly scopes out income taxes from FASB Statement No. 5, Accounting for Contingencies. FIN 48 applies to all tax positions related to income taxes subject to FASB Statement No. 109, Accounting for Income Taxes. This includes tax positions considered to be “routine” as well as those with a high degree of uncertainty.

Under United States GAAP, effective January 1, 2007, the Company adopted the provisions of FIN 48 that prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The interpretation requires that the Company recognize the impact of a tax position in the financial statements if that position is more likely than not of being sustained on audit, based on the technical merits of the position. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure. In accordance with the provisions of FIN 48, any cumulative effect resulting from the change in accounting principle is to be recorded as an adjustment to the opening balance of deficit. The adoption of FIN 48 did not impact the Company’s consolidated financial position or results of operations.

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2007

16.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED

ACCOUNTING PRINCIPLES (cont’d…)

Recent accounting pronouncements

In September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 157, “Fair Value Measurements”.  SFAS No. 157 establishes a framework for measuring the fair value of assets and liabilities. This framework is intended to provide increased consistency in how fair value determinations are made under various existing accounting standards which permit, or in some cases require, estimates of fair market value.  SFAS No. 157 is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years.  Earlier application is encouraged, provided that the reporting entity has not yet issued financial statements for that fiscal year, including any financial statements for an interim period within that fiscal year. The Company does not expect that the adoption of this new accounting pronouncement will have a significant effect on its financial statements.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115”.  This statement permits entities to choose to measure many financial instruments and certain other items at fair value.  Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option.  However, the amendment to SFAS No. 115 “Accounting for Certain Investments in Debt and Equity Securities” applies to all entities with available-for-sale and trading securities.  SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007.  Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provision of SFAS No. 157, “Fair Value Measurements”.   ;The Company does not expect that the adoption of this new accounting pronouncement will have a significant effect on its financial statements.

In December 2007, the FASB issued SFAS 160, “Non-controlling Interests in Consolidated Financial Statements” and SFAS 141(R) “Business Combinations”. SFAS 160 specifies that non-controlling interests are to be treated as a separate component of equity, with increases and decreases in the parent’s ownership interest as capital transactions and requires net income and comprehensive income to be displayed for both the controlling and the non-controlling interests. Additional required disclosures and reconciliations include a separate schedule that shows the effects of any transactions with the non-controlling interests on the equity attributable to the controlling interest. SFAS 141R requires that most identifiable assets, liabilities (including obligations for contingent consideration), non-controlling interests and goodwill be recorded at “full fair value”. These statements are effective for periods beginning on or after December 15, 2008. The Company is currently evaluating the impact the adoption of these pronouncements will have on its financial statements.   

In March 2008, the FASB issued SFAS No. 161, “Disclosures About Derivative Instruments and Hedging Activities - an amendment to FASB Statement No. 133” (“SFAS 161”). SFAS 161 change the disclosure requirements for derivative instruments and hedging activities. Entities will now be required to provide enhanced disclosures about how and why an entity uses derivative instruments, how the instruments are accounted for under SFAS 133, and how the instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows.  SFAS 161 is effective for fiscal years beginning after November 15, 2008. The Company is currently evaluating the  impact the adoption of this pronouncement will have on its financial statements.

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2007

16.

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:

	December 31, 2007
	Balance, Canadian GAAP	Adjustments	Balance, United States GAAP
Current assets	$    17,216,450	$         1,106,236	$   18,322,686
Equipment	2,033,175	-	2,033,175
Investments	6,047,770	-	6,047,770
Mineral property interests	16,923,140	(12,956,109)	3,967,031
	$    42,220,535	$    (11,849,875)	$   30,370,662
Total liabilities	$      4,239,279	$      (2,053,350)	$     2,185,929
Capital stock	53,471,619	16,352,701	69,824,320
Contributed surplus (Additional paid-in capital)	4,400,836	673,800	5,074,636
Deficit	(13,132,989)	(26,823,024)	(39,956,013)
Accumulated other comprehensive loss	(6,758,210)	-	(6,758,210)
Shareholders' equity	37,981,256	(9,796,523)	28,184,733
	$    42,220,535	$ (11,849,875)	$   30,370,662

	December 31, 2006
	Balance, Canadian GAAP	Adjustments	Balance, United States GAAP
Current assets	$   33,150,990	$                      -	$   33,150,990
Equipment	690,904	-	690,904
Mineral property   interests	19,648,460	(13,919,651)	5,728,809
	$   53,490,354	$   (13,919,651)	$   39,570,703
Total liabilities	$        724,055	$        1,137,191	$     1,861,246
Capital stock	69,061,053	(1,041,257)	68,019,796
Contributed surplus (Additional paid-in capital)	1,591,993	673,800	2,265,793
Deficit	(17,886,747)	(14,689,385)	(32,576,132)
Shareholders' equity	52,766,299	(15,056,842)	37,709,457
	$ 53,490,354	$ (13,919,651)	$ 39,570,703

STRATHMORE MINERALS CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

DECEMBER 31, 2007

16.

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:

	2007	2006	2005
Income (loss) for the year, Canadian GAAP	$ 4,753,758	$ (2,310,688)	$ (1,622,502)
Adjustments:
Mineral property interests	(11,533,474)	(8,290,692)	(3,794,539)
Renunciation of flow-through shares	(600,165)	-	(95,934)
Loss for the year, United States GAAP	$ (7,379,881)	$(10,601,380)	$(5,512,975)
Other comprehensive loss:
Loss on available-for-sale securities, net of future income tax  recovery	(6,758,210)	-	-
Comprehensive loss for the year, United States GAAP	$ (14,138,091)	$ (10,601,380)	$(5,512,975)
Basic and diluted loss per share, United States GAAP	$          (0.10)	$           (0.16)	$         (0.10)
Weighted average number of common shares outstanding, United States GAAP: Basic Diluted	72,159,437 74,870,778	66,239,107 66,239,107	53,475,088 53,475,088

The impact of the differences between Canadian GAAP and United States GAAP on the statements of cash flows would be as follows:

	2007	2006	2005
Cash flows used in operating activities,      Canadian GAAP	$(5,240,819)	$(19,929,948)	$(10,708,351)
Mineral property interests	(11,946,511)	(7,920,372)	(3,674,721)
Cash flows used in operating activities, United States GAAP	(17,187,330)	(27,850,320)	(14,383,072)
Cash flows used in investing activities, Canadian GAAP	(940,046)	(8,467,796)	(3,978,040)
Mineral property interests	11,946,511	7,920,372	3,674,721
Cash flows provided by (used in) investing activities, United States GAAP	11,006,465	(547,424)	(303,319)
Cash flows provided by financing activities, Canadian GAAP and United States GAAP	3,781,053	21,553,831	17,747,186
Change in cash and equivalents and during the year	(2,399,812)	(6,843,913)	3,060,795
Cash and equivalents, beginning of year	5,299,908	12,143,821	9,083,026
Cash and equivalents, end of year	$2,900,096	$5,299,908	$12,143,821

EX-99.3

MANAGEMENT'S DISCUSSION & ANALYSIS

STRATHMORE MINERALS CORP.

FOR THE YEAR ENDED DECEMBER 31, 2007

Strathmore Minerals Corp. (the “Company”) is a junior resource issuer primarily engaged in the acquisition, exploration, and development of uranium resource properties in the United States. Management believes that the development of uranium properties presents an opportunity for the following reasons:

•

Increased worldwide energy demand

•

Increased demand for uranium.

•

Uranium Demand/Supply Imbalance, resulting in significantly higher uranium prices

•

Potential for long-term increased demand from developing countries as they construct new nuclear power plants

•

The Company’s uranium projects are located in the United States where the domestic annual demand for uranium exceeds 50 million pounds, while production totals approximately 4-5 million pounds per year. The United States currently imports most of its domestic uranium requirements to meet the shortfall in supply.

This increased demand and higher prices has stimulated new exploration and development of both new and previously explored uranium properties.

This discussion should be read in conjunction with the financial statements and related notes of the Company for the year ended December 31, 2007 (the "Financial Statements"). The information in this Management Discussion and Analysis (“MD&A”) contains forward-looking statements. These statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those included in the forward-looking statements. The information contained in this report is made as of April 25, 2008.

Plan of Arrangement with Fission Energy Corp.

During the first quarter, Strathmore announced that it intended to enhance shareholder value by spinning off its Canadian and Peruvian exploration properties, in addition to $500,000 cash into a separate publicly traded company. At the Company’s Annual General and Special Shareholder’s meeting held in Vancouver on June 19, 2007, shareholders unanimously approved the spin-off and Fission Energy Corp. (“Fission”) was created to hold the spin-out assets. The Plan of Arrangement (the “Plan”) with Fission received British Columbia Supreme Court approval on June 22^nd, and TSX Exchange and other regulatory approvals were received shortly thereafter.

#

Plan of Arrangement with Fission Energy Corp. (cont’d…)

Under the Plan, Strathmore shareholders received one new share of Strathmore Minerals Corp. and .333 shares of Fission Energy Corp. for each previously held share of Strathmore. During the quarter the Company announced the fair market value of distributed shares of Fission on July 17, 2007, the effective date of the Plan, to be 26.51% of the value of the previously held share of Strathmore. Shareholders are reminded that this determination of Fair Market Value is not binding on the Canada Revenue Agency or the US Internal Revenue Service. The above information is not intended to be, nor should it be considered to be legal or tax advice to any particular Shareholder, Option holder, or Warrant holder. Shareholders should consult with their tax advisors and review the Management Information Circular dated May 8, 2007.

Fission began trading as a new public company on July 25 on the TSX Venture Exchange under the symbol FIS.V, Strathmore Minerals Corp. continues to trade on the TSX Venture Exchange under the symbol STM.V. Upon completion of the Plan, all of Strathmore’s uranium exploration and development properties are now located in the United States.

Performance Summary and Update

Strathmore’s goal is to become a leading uranium producer in the United States. The Company finances its exploration and development through equity financing, by way of joint venture, option agreements or other means. The Company's primary properties are located in the two largest historical uranium producing districts in the United States: Grants, New Mexico and the Gas Hills, Wyoming.

During 2006, the uranium spot price began the year at US $37.50 /lb. and reached a new all-time high of US $72 /lb. by the end of the year. Development problems at Cameco’s Cigar Lake uranium deposit during the second half of 2006 removed approximately 18-20 million pounds of expected production from the market place, causing the uranium price to surge to the upside. During the second half of 2007, the spot price of uranium continued its uptrend to approximately US $138 /lb, before declining to approximately US $68 /lb at the time of writing.  The long-term contract price remained at US $95 /lb throughout the quarter to year end Dec 31, 2007.

 In 2007, the Company continued to execute its strategy of advancing its core Wyoming and New Mexico properties towards production. During the forthcoming 2008 calendar year, exploration and development will continue on the uranium projects discussed herein.

#

Performance Summary and Update (cont’d…)

Wyoming Properties

Gas Hills Properties

During the final quarter, Strathmore announced that it had increased its land holdings in the Gas Hills to in excess of 33,000 acres (12,950 ha). The Company is now the largest land holder of uranium properties in the Gas Hills, which includes a 100% interest in six near-surface open pit deposits with historical resources. As a result, the Gas Hills now makes up the Company’s core uranium land holdings in Wyoming, Permitting has been underway since late 2006, and first production, subject to obtaining the necessary permits and regulatory approvals, is planned for 2010. The deposits include George-Ver, Loco-Lee, Bull-Rush, Frazier LeMac, Andria, East Day Loma, and New Rock Hill (See below:  Uranium Resources Summary by Property for additional detail) Subsequent to the December 31^st quarter end, the Company announced that it had staked additional lands in the Gas Hills known as the Amazon and Sunset deposits. Historical resources total 2.1 million lbs U₃O₈. These newly acquired properties complement Strathmore's existing Gas Hills deposits. In addition, the Company entered into an option agreement to purchase an existing NRC license and additional private mineral rights containing known uranium mineralization in the Gas Hills Uranium District, Wyoming.

The NRC license covers a historic mill site. It will be evaluated to determine if it can be used for a new mill or ore heap and/or vat leach facility in the Gas Hills. The private mineral rights are adjacent to existing Strathmore land holdings in the Gas Hills District and would be incorporated into new and expanded mining and milling scenario.

Strathmore shall have one year to evaluate the acquisition of the NRC License and uranium properties and any obligations associated with the option agreement. The Company expects to continue its main focus on evaluating and permitting its Gas Hills properties during 2008.

Sky Property

The Sky Property consists of 50 unpatented mining claims totaling 1,033 acres (418 hectares) located in the Gas Hills Uranium District. Sky is Strathmore’s first project in Wyoming to begin data collection activities for permitting purposes. In August 2007, Strathmore and Yellowcake Mining (YCKM – OTCBB) completed a formal Joint Venture Agreement on the property to finance the development of the property. The intent is to develop the Sky project as a satellite ISR operation.

During the quarter ending December 31^st, 2007, the Company began the installation of groundwater monitor wells. However, rig difficulties were encountered and the drilling was terminated. Plans are being made to resume drilling during the spring/summer of 2008.

#

Performance Summary and Update (cont’d…)

Wyoming Properties (cont’d…)

Pine Tree Property

The project consists of approximately 16,000 acres (6,475 hectares) located in the central Powder River Basin in Campbell County, Wyoming. In September 2007, the Company completed a formal Joint Venture Agreement with American Uranium Corporation (“AUC”) (AUUM -OTCBB) over several nearby properties (Pine Tree, Four Mile Creek, West Reno, State and Private leases). Subsequent to the December 31^st quarter end, Strathmore and American Uranium announced an amendment to this agreement. American Uranium agreed to increase its exploration and development expenditures from US $5 million to US $ 12.375 million to earn an initial 22.5% interest in the project. With this amendment, Strathmore has agreed to rescind its 11% buyback provision under the terms specified by the original agreement. All other terms as per the original agreement remain unchanged, including total expenditures of US $33 million required to be spent by Ameri can Uranium to earn a 60% interest. In addition, the Company completed and SEDAR filed NI 43-101 technical reports for the West Reno Creek and the Southwest Reno Creek properties. The West Reno Creek property comprises about 15% of the total size of the project, while the Southwest Reno Creek totals approximately 17% of the entire Pine Tree Reno Creek project.

Juniper Ridge Project

The Juniper Ridge Property is located in the Poison Basin Uranium District of south-central Wyoming. The Company added 73 lode mining claims to the project during the summer, bringing the total number there to 201 claims in addition to one State of Wyoming Mineral Lease.  The project now totals 4,793 acres (1,940 Hectares).  

During the quarter the Company reviewed new data, which allowed for an updated historical resource estimate at its Juniper Ridge Project. The historical Measured & Indicated resource totals 5,971,000 tons grading 0.063% U₃O₈ for 7,539,000 pounds. This Measured & Indicated resource is not NI 43-101 compliant.

Permitting activities on the property are ongoing. The Joint Venture recently received permits to begin the installation of six wells to monitor groundwater.  Upon completion, pump tests will be performed to determine the hydrologic characteristics and samples will be obtained to determine baseline water quality.  Drilling and installation activities are scheduled for spring 2008. In addition, plans for extensive exploration drilling to increase the extent of the known mineralization are under preparation.

#

Performance Summary and Update (cont’d…)

New Mexico Properties

Roca Honda Project

The Roca Honda property represents the Company’s most significant uranium resource with a 43-101 compliant, measured & indicated resource of 17,512,000 lbs U₃O₈, and an inferred resource in excess of 15.8 million lbsU₃O_8.

In July, the Company completed the Joint Venture agreement with Sumitomo Corp. of Japan to develop the Roca Honda Project. Under the terms of the completed definitive agreement, subsidiaries of Strathmore and Sumitomo have formed a 60/40 limited liability company (LLC) to affect the joint venture. Under the agreement:

•

Sumitomo has paid Strathmore an additional US $900,000 as part of its initial US $1,000,000 total cash payment to Strathmore for entering the joint venture agreement. US $100,000 was previously paid pursuant to the previously executed Exclusivity Agreement;

•

The initial purpose of the joint venture will be to undertake and complete a bankable feasibility study to develop and mine Roca Honda, and Sumitomo will contribute 40% of the costs of the feasibility study;

•

Upon completion of the feasibility study, the parties will make a final investment decision regarding their participation in the development of the project. If Sumitomo elects to participate in the development, it will make a pre-determined additional lump sum contribution to Strathmore. Following a positive investment decision by both parties, Strathmore and Sumitomo will together pursue the development and mining of uranium at the Roca Honda project;

•

Strathmore and Sumitomo will enter into a Sales and Marketing Agreement whereby Sumitomo will market uranium produced from the project; and

•

Sumitomo will have the right to enter into new projects that Strathmore undertakes as a joint venture partner in New Mexico.

During the period, the Company continued permitting activities at Roca Honda which began in 2006. The installation of four monitor wells was completed. Each well will be drilled to depths of approximately 2,000 feet (610 m) and will enable the Company to obtain vital geologic and hydrologic information, in addition to further defining the ore body and providing samples for initial mill process studies. On completion, pump tests will be performed on each of the four wells to determine baseline water quality. Planning for the installation of meteorological and radiological monitoring stations was begun, which will allow of the collection of background data for mine design and operations planning and to support mill process design currently underway. The planning process for the construction of a mill in New Mexico to support the Roca Honda resource is also continuing. Initial site studies for the mill and tailings, as well as mill process de sign investigations, supported by the current drilling program are underway.

Performance Summary and Update (cont’d…)

New Mexico Properties (cont’d…)

Roca Honda Project (cont’d…)

During installation of the second monitor well, a new uranium zone was discovered. This zone is located in Section 16, a previously unexplored area of the property. The well returned several intercepts as follows:

S2-Jmw-CH-07 Uranium Intercepts (eU₃O₈)

Interval (ft)	Thickness (ft)	Grade %	GT	Sand Unit	lbs U3O8 / ton
1731 – 1734	3.0	0.16	0.48	A	3.2
1748 – 1757	9.0	0.56	5.08	A	11.2
1792 – 1793.5	1.5	0.20	0.30	B1	4.0

Dalton Pass

The Dalton Pass property comprises approximately 1320 acres (534 Hectares) of federal lode mining claims. In July, the Company signed a Letter-of-Intent (LOI) with Uranium International Corp. (formerly Nu-Mex Uranium Resources Inc.) (“UIC”) to explore and develop the Dalton Pass Property. During the 4^th quarter, the Company and UIC completed the agreement to jointly develop the property. Under the final  terms of this agreement, the Company has granted UIC the right to earn-in a 65% interest in the project by:

•

Paying to Strathmore $250,000; and

•

Incurring a total of $16,750,000 in work commitment expenditures on the Dalton Pass property and make additional payments totaling $1,000,000 in cash or stock under the following schedule:

•

A $1,000,000 work commitment expenditure plus $250,000 payment in cash or stock on or before the first year;

•

An additional $2,000,000 work commitment expenditure plus $250,000 payment in cash or stock on or before the second year;

•

An additional $2,750,000 work commitment expenditure plus $250,000 payment in cash or stock on or before the third year;

•

An additional $3,000,000 work commitment expenditure plus $250,000 payment in cash or stock on or before the fourth year;

•

An additional $4,000,000 work commitment expenditure in the fifth year, and

•

An additional $4,000,000 work commitment expenditure in the sixth year.

UIC will earn a 25% interest in the property once it has completed its commitments of $1,000,000 in cash/stock and work of US$8,750,000 on or before the anniversary of the fourth year. UIC will earn an additional 40% interest in the Property once UIC has completed its additional commitments of US$8,000,000 in work on or before the anniversary of the sixth year. Following the sixth anniversary of the closing date, or other mutually agreed upon time, the operator will retain a third party engineering firm to prepare a Bankable Feasibility Study.

Performance Summary and Update (cont’d…)

New Mexico Properties (cont’d…)

Dalton Pass (cont’d…)

Should the third party evaluation result in a positive recommendation, Strathmore and UIC will then proceed with their pro-rata payments under the proposed joint venture agreement to further develop the project. Strathmore will have up to 90 days after the date the Bankable Feasibility report is delivered to elect whether or not to earn back a 16% undivided interest in the Property by paying US$8,000,000 to UIC, providing UIC has met all its obligations to earn 65%.

Nose Rock

The Nose Rock Project is located northeast of Crownpoint within the Grants Mineral Belt in the State of New Mexico. The Company acquired the property through mineral leases or by claim staking and the Nose Rock Project as a whole consists of approximately 5,000 acres (2,023 Ha) of land. Strathmore completed an agreement with UIC sole and exclusive right to earn-in up to a 65% interest in the Nose Rock Project on the following terms (all dollar amounts are in US$):

•

UIC will pay to Strathmore $250,000 on closing and issue to the limited liability company to be formed to consummate this joint venture between the parties 5,000,000 common shares in the Capital Stock of UIC; and

•

UIC will incur a total of $44,500,000 in work commitment expenditures on the Nose Rock Project in accordance with the following schedule:

•

$1,000,000 in work commitment expenditures in each of the first and second years, and

•

Additional $1,500,000 in work commitment expenditures in the third year,

•

an additional $10,000,000 in work commitment expenditures in each of the fourth, fifth, and sixth years, and

•

an additional $11,000,000 in work commitment expenditures in the seventh year.

The Company retains the right to earn back a 16% interest in the project in consideration for US$25,000,000.

Uranium Resources Summary by Property

The following table updates the Company's uranium resources as at December 31, 2007. New property additions include the Andria, East Day Loma, and New Rock Hill projects in Wyoming's Gas Hills, and the Marquez Property in New Mexico. Additions and changes are anticipated over the following year as drilling databases are acquired and analyzed. The table includes NI 43-101 compliant (Measured and Indicated, and Inferred), and historical resources as defined by the results of exploration completed by previous mining companies. It revisits previously released information and adds the new historical and/or NI 43-101 resources where appropriate.

Uranium Resources Summary by Property (cont’d…)

Location	Previous Operator/Source (Date of Resource Estimate)	Resource Classification	Tonnage	Grade % U 3O 8	lbs/U 30 8
Gas Hills (George-Ver, Bullrush, Loco- Lee), WY	Federal American Partners (1984)	Historical: Measured & Indicated	6,131,504	0.069	8,440,490*
Gas Hills Frazier LeMac, WY	Pathfinder (1996)	Historical: Measured & Indicated	696,327	0.11	1,522,000*
Gas Hills: Andria, WY	Federal American Partners (1984)	Historical: Measured & Indicated	739,565	0.06	949,100*
Gas Hills: East Day Loma, WY	Energy Fuels (1978)	Historical: Measured & Indicated	456,096	0.21	1,940,945*
Gas Hills: New Rock Hill WY	Adobe/Union Carbide (1977)	Historical: Measured & Indicated	900,000	0.05	900,000*
Gas Hills: Amazon: Gas Hills: Sunset	Federal American Partners (1984)	Historical: Measured and Indicated	284,572 1,394,924	0.064 0.065	365,019* 1,812,376*
Gas Hills, (Jeep), WY	Federal American Partners (1984) C. Snow, 43-101, (2007)	NI 43-101: Measured & Indicated NI 43-101: Inferred	316,636 152,762	0.08 0.05	483,395 168,003
Reno Creek, (West Reno), WY	Rocky Mountain Energy (1986) C. Snow, 43-101 (2008)	NI 43-101: Measured & Indicated NI 43-101: Inferred	5,677,9292,633,800	0.065 0.065	7,433,499 3,406,771
Pine Tree, WY	Pathfinder (1980)	Historical: Measured& Indicated Historical: Inferred	1,947,000625,000	0.07 0.06	2,646,000* 750,000*
Sec. 36  SW Reno Creek, & Claim Group, WY	TVA/Rocky Mountain Energy (1986) C. Snow 43-101 (2008)	NI 43-101: Measured & Indicated NI 43-101: Inferred	2,590,943 1,163,130	0.068    0.057	3,526,495 1,327,635
SWD Claims Area, WY	Utah International/ Pathfinder (1980)	Historical: Measured & Indicated Historical: Inferred	497,000 271,000	0.09 0.08	944,000* 400,000*
FMC Claim Area, WY	Rocky Mountain Energy (1986)	Historical: Measured & Indicated	1,992,000	0.09	3,670,000*
Ketchum Buttes, WY	Pathfinder (1980)	Historical: Measured & Indicated	1,135,000	0.064	1,454,900*
Juniper Ridge (Red Creek),WY	Urangesellschaft (1978)	Historical: Measured & Indicated	5,971,000	0.063	7,539,000*
Copper Mountain, WY	Anaconda (1997)	Historical: Indicated & Inferred	45,570,00	0.027	24,607,800*
Sky Project, WY	Exxon & Pathfinder (1980) C. Snow, 43-101, (2007)	NI 43-101: Indicated NI 43-101: Inferred	668,688 55,086	0.07 0.05	948,098 54,496
-Continued-

Uranium Resources Summary by Property (cont’d…)

Location	Previous Operator/Source (Date of Resource Estimate)	Resource Classification	Tonnage	Grade % U 3O 8	lbs/U 30 8
Continued…
Church Rock, New Mexico ock, New Mexico	Kerr McGee (1980) D. Fitch, 43-101 (2005)	NI 43-101 Measured & Indicated NI 43-101 Inferred	6,221,4671,950,560	0.10 0.09	11,848,007 3,525,342
Roca Honda, New Mexico	Kerr McGee (1980) D. Fitch, 43-101 (2006)	NI 43-101 Measured & Indicated NI 43-101 Inferred	3,782,0004,546,000	0.23 0.17	17,512,000 15,832,000
Roca Honda North, New Mexico	Kerr McGee (1980)	Historical: Measured & Indicated	87,000	0.18	312,000*
Marquez, New Mexico	Kerr McGee (1980)	Historical: Measured, Indicated & and Inferred	2,754,000	0.17	9,362,000*
West Largo , New Mexico	Kerr McGee (1980)	Historical: Measured & Indicated Historical: Inferred	20,000 362,000	0.12 0.21	46,000* 1,534,000*
Nose Rock, New Mexico	Phillips Uranium (1979)	Historical: Measured & Indicated	6,694,217	0.135	18,230,955*
Dalton Pass , New Mexico	Pat hfinder (1980)	Historical: Measured & Indicated Historical: Inferred	3,470,000 459,000	0.07 0.085	4,735,000* 765,000*
Sec. 2 13N 9W ( New Mexico state lease)	Homestake (1979)	Historical: Inferred	198,665	0.167	665,268*
Chord, South Dakota	Union Carbide/TVA (1998)	Historical: Measured, Indicated & Inferred	1,727,000	0.11	3,800,000*

*The foregoing historical resource estimates presented in the table above were completed prior to the implementation of the NI 43- 101 requirements. Given the quality of the historic work completed on the properties in Wyoming and New Mexico discussed herein and the production history of Gas Hills Uranium District and the Grants Mineral District, the Company believes the resource estimates to be both relevant and reliable. However, a qualified person has not completed sufficient work to classify the historic mineral resources as current mineral resource, and is not treating the historic resources as current. Hence, they should not be relied upon. The technical information in this news release has been prepared in accordance with the Canadian regulatory requirements set out in National Instrument 43- 101 and reviewed by David Miller, President and Chief Operating Officer for Strathmore Minerals Corp., a qualified person under National Instrument 43-101

All NI-43-101 reports referenced in this table can be reviewed in their entirety on SEDAR, www.sedar.com or the Company's website, www.strathmoreminerals.com

#

Deferred Exploration Costs

5.

MINERAL PROPERTY INTERESTS (cont’d…)

December 31, 2007	Roca Honda Property	Nose Rock/ Crown Point Property	Church Rock  Property	Dalton Pass Property	Marquez Property	Jeep Property	Juniper Ridge Property	Rock Hill /Red Horse Property	Pine Tree/ Reno Creek Property	Sky/ Cedar Rim Property	Canada/ Peru Properties	Other Properties	Total Property Costs
Acquisition costs:
Balance, beginning of year	$ 498,970	$ 908,991	$ 289,155	$ 20,927	$ -	$ -	$ 488,158	$ -	$ 937,835	$ 99,279	$3,154,921	$ 1,304,210	$ 7,702,446
Additions	-	3,931	108,170	1,044	810,147	24,319	92,267	834,496	8,653	10,889	425,000	19,534	2,338,450
Cost Recoveries	-	(260,900)	-	(21,971)	-	-	(580,425)	-	(946,488)	(110,168)	-	-	(1,919,952)
Transfer through plan of arrangement	-	-	-	-	-	-	-	-	-	-	(3,579,921)	-	(3,579,921)
Balance, end of  year	498,970	652,022	397,325	-	810,147	24,319	-	834,496	-	-	-	1,323,744	4,541,023
Exploration costs:
Balance, beginning of year	320,175	60,788	1,767,050	-	-	52,017	52,858	-	167,014	173,972	8,941,150	410,990	11,946,014
Incurred during the year
Administration	63,682	6,671	8,121	6	45	15,570	10,489	233	346	23,159	143,914	15,045	287,281
Drilling	5,116,130	-	-	-	-	123,419	61,882	-	-	607,415	483,255	98,388	6,490,489
Equipment/Vehicles	-	-	-	-	-	1,839	806	-	-	-	519,706	54	522,405
Engineering	771,600	-	237,824	-	-	364	5,880	116	-	188,168	479	74,771	1,279,202
Environmental	115,718	-	-	-	-	23	35,290	-	-	31,131	-	26,322	208,484
Facilities/Construction	736	-	5,200	-	-	-	-	-	-	4,178	29,851	7,200	47,165
Geology & Geophysics	100,280	986	2,186	47	3,187	4,619	39,515	33,103	8,510	26,369	2,686,412	30,383	2,935,597
Health & Safety	6,738	-	578	-	-	-	8,326	-	53	12,332	-	10,660	38,687
Property	14,862	61,362	20,223	9,413	1,532	46,071	51,267	31,322	108,545	6,606	598,632	400,540	1,350,375
Permitting/Regulatory	357,594	138	9,877	-	-	14,153	217,703	-	6,267	71,934	104,916	609,800	1,392,382
Personnel Time	49,228	11,995	166,194	7,187	12,846	35,707	96,214	220	8,039	205,550	915,152	74,084	1,582,416
Travel	22,411	7,407	8,768	1,251	2,628	7,878	18,205	-	2,420	52,453	113,614	30,344	267,379
	6,618,979	88,559	458,971	17,904	20,238	249,643	545,577	64,994	134,180	1,229,295	5,595,931	1,377,591	16,401,862
Cost recoveries	(1,062,280)	-	-	(17,904)	-	(166,741)	(598,435)	-	(301,194)	(388,359)	-	-	(2,534,913)
Transfer through plan of arrangement	-	-	-	-	-	-	-	-	-	-	(14,537,081)	-	(14,537,081)
Prepaid exploration expenditures	-	-	-	-	-	-	-	-	-	-	-	1,106,235	1,106,235
Balance, end of year	5,876,874	149,347	2,226,021	-	20,238	134,919	-	64,994	-	1,014,908	-	2,894,816	12,382,117
Total costs	$6,375,844	$ 801,369	$ 2,623,346	$ -	$ 830,385	$ 159,238	$ -	$ 899,490	$ -	$ 1,014,908	$ -	$ 4,218,560	$ 16,923,140

Deferred Exploration Costs

5.

MINERAL PROPERTY INTERESTS (cont’d…)

December 31, 2006	Roca Honda Property	Nose Rock/ Crownpoint Property	Church Rock  Property	Dalton Pass Property	Marquez Property	Jeep Property	Juniper Ridge Property	Rock Hill Property	Pine Tree/ Reno Creek Property	Sky/ Cedar Rim Property	Canada/ Peru Properties	Other Properties	Total Property Costs
Acquisition costs:
Balance, beginning of period	$ 498,970	$ 484,491	$ 289,155	$ -	$ -	$ -	$ 205,158	$ -	$ 672,475	$ 99,279	$ 2,383,386	$ 946,864	$ 5,579,778
Additions	-	424,500	-	20,927	-	-	283,000	-	265,360	-	771,535	357,346	2,122,668
Balance, end of  period	498,970	908,991	289,155	20,927	-	-	488,158	-	937,835	99,279	3,154,921	1,304,210	7,702,446
Exploration costs:
Balance, beginning of period	28,206	35,692	376,744	-	-	-	20,676	-	23,625	5,408	2,955,712	124,927	3,570,990
Incurred during the period:
Administration	9,021	87	113,202	-	-	385	727	-	3,732	2,125	99,806	984	230,069
Geology & Geophysics	106	-	673	-	-	94	-	-	-	14	3,242,567	14,284	3,257,738
Lab analysis & sampling	-	-	-	-	-	-	-	-	-	-	19,990	-	19,990
Property fees	23,673	24,270	30,846	-	-	615	31,455	-	136,634	4,673	211,705	261,838	725,709
Personnel time	254,203	-	1,112,321	-	-	47,505	-	-	-	156,514	1,875,141	-	3,445,684
Travel	4,966	739	133,264	-	-	3,418	-	-	3,023	5,238	536,229	8,957	695,834
	291,969	25,096	1,390,306	-	-	52,017	32,182	-	143,389	168,564	5,985,438	286,063	8,375,024
Balance, end of period	320,175	60,788	1,767,050	-	-	52,017	52,858	-	167,014	173,972	8,941,150	410,990	11,946,014
Total costs	$ 819,145	$ 969,779	$ 2,056,205	$ 20,927	$ -	$ 52,017	$ 541,016	$ -	$ 1,104,849	$ 273,251	$ 12,096,071	$ 1,715,200	$ 19,648,460

Results of Operations

General and administrative expenses increased from $3,666,777 for the year ended December 31, 2006 to $9,708,136 for the year ended December 31, 2007, as the activity of the Company increased significantly as it expanded to take advantage of rising uranium prices. The Company also acquired additional properties and completed several joint-venture agreements, both of which led to higher costs related to these agreements. Further, pursuant to the plan of arrangement, all options vested and a higher stock-based compensation was recognized in the current year as a result.

The net income for the year ended December 31, 2007 totaled $4,753,758, compared to a loss of $2,310,688 recorded in the year ended December 31, 2006. The main reasons for the large positive variance in net income are the gain of $9,109,983 in the current year on property option agreement from the Dalton Pass property and the future income tax recovery of $4,397,801. Other items for the year ended December 31, 2007 that reduced the effect of the gain on net income include a foreign currency loss of $148,285 due to unfavorable changes in exchange rates, a realized loss on investments of $3,278 and an unrealized loss on investments of $68,062 due to a decline in value of the Company’s short-term investments. Interest income declined from $1,173,735 compared to $1,393,309 recorded in the prior year. The decrease in interest income is due to lower cash balances than in the prior year. The income before income taxes was $355,957, although future income tax recovery of $4,397,801 led to net income for the year of $4,753,758, or $0.07 per share basic earnings per share, $0.06 fully diluted compared to a loss of $2,310,688, or $0.03 per share, in the prior year.

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. (See the audited financial statements dated December 31, 2007 for a complete listing)  The Company now maintains 3 full-time offices. Headquartered in Kelowna, British Columbia, the Company also has an exploration and development office Riverton, Wyoming and a mine development office in Santa Fe, New Mexico.

Selected Annual Information

	2007	2006	2005
Income (loss) for the year	$ 4,753,758	$ (2,310,688)	$ (1,622,502)
Total assets	42,220,535	53,490,354	30,770,777
Total liabilities	4,239,279	724,055	185,647
Shareholders’ equity	37,981,256	52,766,299	30,585,130
Basic earnings (loss) per share	0.07	(0.03)	(0.03)
Diluted earnings (loss) per share	0.06	(0.03)	(0.03)

Summary of Quarterly Results

		1st Quarter	2nd Quarter	3rd Quarter	4th Quarter
2005	Net Income (loss)	(218,878)	(557,802)	(385,489)	(460,333)
	Net Income (loss) per share	(0.01)	(0.01)	(0.01)	(0.01)
2006	Net Income (loss)	(500,780)	(745,149)	(137,342)	(927,417)
	Net Income (loss) per share	(0.01)	(0.01)	(0.01)	(0.01)
2007	Net Income (loss)	(1,042,772)	(1,325,342)	(2,010,938)	9,132,810
	Basic earnings (loss) per share	(0.01)	(0.02)	(0.03)	0.13
	Diluted earnings (loss) per share	(0.01)	(0.02)	(0.03)	0.12

Liquidity

As of December 31, 2007, the Company had working capital of $15,242,994, including Cash and Equivalents of $2,900,096 and Short-term Investments of $12,788,046. An internal review found that Strathmore has no exposure to sub-prime mortgage paper. The Company’s cash balances are managed by two professional portfolio managers and are invested in a diversified fixed income portfolio of government backed and corporate securities. The Company does not have any operating revenues as a junior resource company engaged in mineral exploration and development. The Company does not anticipate generating any operating revenues in the next few years. Historically, the Company has received revenues only from investment income on cash reserves held.  The Company expects investment income on cash balances to be the only source of its income for the next several years. The Company expects to rely upon equity financing as its primary source of funding.

Financing, Principal Purposes and Milestones

During the year ended December 31, 2007, the Company conducted no placements of its common shares. 597,000 common shares were issued pursuant to the exercise of options for proceeds of $1,010,800; 1,179,363 common shares were issued pursuant to the exercise of warrants for proceeds of $2,770,253; and 125,000 common shares were issued for acquisition of mineral property interests.

The Company also completed its Form 20-F Registration in the United States, and is now a fully reporting issuer with the United States Securities and Exchange Commission. This voluntary registration requires the Company to submit timely filings under Form 6-K and an annual filing under Form 20-F, and places the Company under the regulatory jurisdiction of the SEC. Management believes that such increased availability of corporate data will assist investors in the United States to better evaluate the Company. Strathmore is also presently reviewing alternatives for an exchange listing in the United States.

Change in accounting policy

On January 1, 2007, the Company adopted Canadian Institute of Chartered Accountants (“CICA”) Handbook Sections 3855 “Financial Instruments – Recognition and Measurement”, 3861 “Financial Instruments – Disclosure and Presentation”, 3865 “Hedges”, 1530 “Comprehensive Income”, and 3251 “Equity”, for fiscal years beginning on or after January 1, 2007. These standards have been adopted on a prospective basis with no restatement to prior period financial statements.

Financial instruments - Recognition and measurement

Section 3855 establishes standards for the recognition and measurement of all financial instruments, provides a characteristics-based definition of a derivative financial instrument, provides criteria to be used to determine when a financial instrument should be recognized, and provides criteria to be used when a financial instrument is to be extinguished. Under this standard, all financial instruments are required to be measured at fair value on initial recognition. Measurement in subsequent periods depends on whether the financial instrument has been classified as held-for-trading, held-to-maturity, available-for-sale, loans and receivables, or other financial liabilities. The Company has implemented the following classifications for its financial instruments:

a)

Cash and equivalents and short term investments have been classified as held-for-trading.

b)

Investments have been classified as available-for-sale.

c)

Receivables have been classified as loans and receivables and measured at amortized cost.

d)

Accounts payable and accrued liabilities have been classified as other financial liabilities and are measured at amortized cost.

Comprehensive Income

Section 1530 establishes standards for reporting and displaying comprehensive income. Comprehensive income is defined as the change in equity (net assets) from transactions and other events from non-owner sources. Other comprehensive income is defined as revenues, expenses, gains and losses that, in accordance with primary sources of GAAP, are recognized in comprehensive income, but excluded from net income. This would include holding gains and losses from financial instruments classified as available-for-sale.

Financing charges

Financing charges that reflect the cost to obtain new debt financing are expensed as incurred. Financing charges that reflect the cost to obtain new equity financing are deducted from shareholders equity.  

Recent accounting pronouncements

The CICA has issued six new standards which may affect the financial disclosures and results of operations of the Company for interim and annual periods beginning January 1, 2008. The Company will adopt the requirements commencing in the interim period ended March 31, 2008 and is currently considering the impact this will have on the Company's financial statements.

Section 1400 – Assessing Going Concern

This Section was amended to include requirements for management to assess and disclose an entity’s ability to continue as a going concern.  

Section 1535 – Capital Disclosures

This Section establishes standards for disclosing information about an entity's capital and how it is managed.  Under this standard the Company will be required to disclose the following, based on the information provided internally to the entity's key management personnel:

i.

qualitative information about its objectives, policies and processes for managing capital,

ii.

summary quantitative data about what it manages as capital.

iii.

whether during the period it complied with any externally imposed capital requirements to which it is subject.

iv.

when the company has not complied with such externally imposed capital requirements, the consequences of such non-compliance.

Section 3862 – Financial Instruments – Disclosures

This Section requires entities to provide disclosure of quantitative and qualitative information in their financial statements that enable users to evaluate (a) the significance of financial instruments for the entity's financial position and performance; and (b) the nature and extent of risks arising from financial instruments to which the entity is exposed during the period and at the balance sheet date, and management’s objectives, policies and procedures for managing such risks. Entities will be required to disclose the measurement basis or bases used, and the criteria used to determine classification for different types of instruments.

The Section requires specific disclosures to be made, including the criteria for:

i.

designating financial assets and liabilities as held for trading;

ii.

designating financial assets as available-for-sale; and

iii.

determining when impairment is recorded against the related financial asset or when an allowance account is used.

Recent accounting pronouncements (cont’d)

Section 3863 – Financial Instruments - Presentation

This Section was issued to enhance financial statement users' understanding of the significance of financial instruments to an entity's financial position, performance and cash flows. This section establishes standards for presentation of financial instruments and non-financial derivatives. It deals with the classification of financial instruments, from the perspective of the issuer, between liabilities and equity, the classification of related interest, dividends, losses and gains, and the circumstances in which financial assets and financial liabilities are offset.  

International Financial Reporting Standards (“IFRS”)

In 2006, the Canadian Accounting Standards Board (“AcSB”) published a new strategic plan that will significantly affect financial reporting requirements for Canadian companies. The AcSB strategic plan outlines the convergence of Canadian GAAP with IFRS over an expected five year transitional period. In February 2008 the AcSB announced that 2011 is the changeover date for publicly-listed companies to use IFRS, replacing Canada’s own GAAP. The date is for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011. The transition date of January 1, 2011 will require the restatement for comparative purposes of amounts reported by the Company for the year ended December 31, 2010. While the Company has begun assessing the adoption of IFRS for 2011, the financial reporting impact of the transition to IFRS cannot be reasonably estimated at this time.

Capital Resources

For the year ended December 31, 2007, the Company had not entered into any property option agreement that require the Company to meet certain yearly exploration expenditure requirements. With the exception of the Company’s Roca Honda property, exploration partners are required fund exploration in advance of expenditure. Over five years, the Company will fund 60% of a $US 27.2 million feasibility study for Roca Honda.  

Outstanding Share Data

As at April 25, 2007, the Company has 72,457,911 common shares issued and outstanding. The Company also has 6,648,000 incentive stock options ranging in exercise price from $1.40 to $2.80 per share and 541,325 share purchase warrants for an exercise price of $2.39 per share.  

Fourth Quarter

During the fourth quarter, there were no significant events or transactions. The Company did not have any extraordinary items, year-end adjustments or dispositions.

Transactions with Related Parties

During the year ended December 31, 2007, the Company paid or accrued management consulting fees in the amount of $210,948 and a bonus in the amount of $127,104 to a company controlled by Devinder Randhawa, the Chairman and Chief Executive Officer of the Company. Management consulting fees of $145,459 and a bonus in the amount of $63,402 were paid or accrued to a company controlled by an officer, Steven Khan, for services provided to the Company. David Miller, the President and Chief Operating Officer, received $211,708 and a bonus in the amount of $127,380 for his services. Bob Hemmerling, the Secretary of the Company, received $109,500 for his services. Patrick Groening, the Chief Financial Officer, received $118,395 and a bonus of $34,709 for his services. Ray Larson, a Director of the Company, received $11,601 for his services. Dieter Krewedl, a Director of the Company, received $34,709 for his services. In addition, Directors’ fee s in the amount of $32,500, $30,000, $33,750, $29,500 and $34,250 were paid to Devinder Randhawa, David Miller, Dieter Krewedl, Ray Larson, and Mike Halvorson, respectively.

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.

An officer of the Company is also a former director of Yellowcake. The officer of the Company was a director of Yellowcake during the time the options on the Jeep and Sky properties were granted.

Contingency

In January 2008 the Company received an invoice in the amount of $182,616 from a Canadian drilling company. The invoice represents amounts for services to have been alleged performed during 2007. The Company unequivocally rejects this claim. The party has commenced legal proceedings and the Company will rigorously defend itself and will seek reimbursement for all costs associated with the defense from the claim or litigation. No amount has been accrued in these financial statements in respect of the claim as the outcome is not determinable. Any costs ultimately assessed against the Company in respect of this claim will be recoded in the period in which the actual determination of the liability, if any, is made.

Financial Instruments and Comprehensive Income

The Company's financial instruments consist of cash and equivalents, short term investments, receivables, investments, 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.

Subsequent Events

Subsequent to December 31, 2007, the Company:

a)

Granted incentive stock options to directors and officers to purchase up to 400,000 common shares at $2.25 per share for a period of 5 years.

b)

Terminated its agreements with Yellowcake for the Sky, Jeep, and other data base projects. In addition, the Company and Yellowcake have agreed to amend certain terms  regarding Yellowcake’s commitment to fund $8,000,000 of  exploration on the Juniper Ridge property as follows:

i)

contribute  at least $764,518  not later than May 1, 2008

ii)

a minimum of $300,00 not later that September 1, 2008

iii)

a minimum of $500,000 not later that December 31, 2009

iv)

balance of the $8,000,000 as agreed by both parties based on the availability of financing, but in any case not later that December 31, 2012.

EX-99.4

Limited Liability Company Operating Agreement

of

Juniper Ridge LLC

This Limited Liability Company Operating Agreement dated as of December 31, 2007 (the “Effective Date”) is between YELLOWCAKE MINING INC. (“Yellowcake”), a Nevada corporation, the address of which is 200-8275 South Eastern Avenue, Las Vegas, Nevada, 89123 and STRATHMORE RESOURCES (U.S.) LTD., (“Strathmore”), a Nevada corporation, the address of which is 2420 Watt Court, Riverton, Wyoming 82501.

RECITALS

A.

Strathmore is the owner of an undivided 100% interest in those unpatented mining claims and mining leases collectively known as the Juniper Ridge Project, situated in Carbon County, Wyoming, as more particularly described in Appendix I (the “Property”);

B.

Yellowcake wishes to participate with Strathmore in the exploration, evaluation and, if justified, the development and mining of mineral resources within the Property;

C.

By a Letter of Intent dated January 29, 2007 (the “LOI”) and Option and Joint Venture Agreement dated March 14, 2007, Strathmore agreed to grant an exclusive option to Yellowcake to participate with Strathmore in the exploration, evaluation and, if justified, the development of mining of mineral resources within the Property and to grant an exclusive option to Yellowcake to acquire an undivided eighty percent (80%) interest in the Property on the terms set out herein;

D.

The parties acknowledge that notwithstanding section 29.2 of the Option and Joint Venture Agreement, a partnership was formed for United States tax purposes and it is the intent of the parties to continue to have the Company governed by Subchapter K of the Code.

E.

Strathmore and Yellowcake have agreed to form and operate a limited liability company under the Delaware Limited Liability Company Act, (the “Act”) to own the property and conduct the operations contemplated by Recitals B and C of this Agreement.

NOW THEREFORE, in consideration of the covenants and conditions contained herein, Strathmore and Yellowcake agree as follows:

ARTICLE I
DEFINITIONS AND CROSS-REFERENCES

1.1

Definitions. The terms defined in Exhibit A and elsewhere herein shall have the defined meaning wherever used in this Agreement, including in Exhibits.

1.2

Cross References. References to “Exhibits,” “Articles,” “Sections” and “Subsections” refer to Exhibits, Articles, Sections and Subsections of this Agreement. References to “Paragraphs” and “Subparagraphs” refer to paragraphs and subparagraphs of the referenced Exhibits.

ARTICLE II
NAME AND PURPOSES

2.1

Formation.  The Company will be duly organized pursuant to the Act and the provisions of this Agreement as a Delaware limited liability company by the filing of its Certificate of Formation (as defined in the Act) in the Office of the Secretary of the State of Delaware.

2.2

Name.  The name of the Company is “Juniper Ridge LLC” and such other name or names complying with the Act as the Manager shall determine. The Manager shall accomplish any filings or registrations required by jurisdictions in which the Company conducts its Business.

2.3

Purposes.  The Company is formed for the following purposes and no others, and shall serve as the exclusive means by which each of the Members accomplishes such purposes:

(a)

To conduct Exploration within the Property,

(b)

To evaluate the possible Development and Mining of the Property, and, if justified, to engage in Development and Mining,

(c)

To engage in Mining Operations on the Property, and

(d)

To perform any other activity necessary, appropriate, or incidental to any of the foregoing purposes.

2.4

Limitation.  Unless the Members otherwise agree in writing, the Business of the Company shall be limited to the purposes described in Section 2.3, and nothing in this Agreement shall be construed to enlarge such purposes.

2.5

Registered Agent; Office.  The name of the Company’s registered agent in the State of Delaware is The Corporation Trust Company or such other person as the Manager may select in compliance with the Act from time to time. The registered office of the Company in the State of Delaware shall be located at 1209 Orange Street. Wilmington, New Castle County, Delaware 19801 or at any other place within the State of Delaware at which The Corporation Trust Company shall maintain an officer at which it acts as registered agent or such other office as the members may unanimously agree.  The principal office of the Company shall be at 2420 Watt Court, Riverton, Wyoming, 82501, or any other location, which the Management Committee shall unanimously agree.

ARTICLE III
CONTRIBUTIONS BY MEMBERS

3.1

Member’s Initial Contributions.

(a)

Strathmore, as its Initial Contribution, hereby contributes the Property described in Appendix I to the capital of the Company.

(b)

Subject to Yellowcake’s resignation set forth in Section 3.2, Yellowcake, as its Initial Contribution, shall contribute:

(i)

Nine million (9,000,000) Yellowcake Shares;

(ii)

Yellowcake shall contribute that part of its Initial Contribution of Five Hundred Thousand Dollars ($500,000) to the Company as follows:

(A)

One Hundred Thousand Dollars ($100,000) not later than five (5) business days of the Effective Date;

(B)

a further One Hundred Thousand Dollars ($100,000) not later than the first anniversary of the Effective Date;

(C)

a further One Hundred Thousand Dollars ($100,000) not later than the second anniversary of the Effective Date;

(D)

a further One Hundred Thousand Dollars ($100,000) not later than the third anniversary of the Effective Date; and

(E)

a further One Hundred Thousand Dollars ($100,000) not later than the fourth anniversary of the Effective Date.

(iii)

Yellowcake shall contribute that part of its Initial Contribution of Exploration Costs totalling a minimum of Eight Million Dollars ($8,000,000) to the Company as follows:

(A)

Seven Hundred Sixty Four Thousand Five Hundred Eighteen Dollars ($764,518) not later than May 1, 2008;

(B)

a minimum of Three Hundred Thousand Dollars ($300,000) not later than September 1, 2008;

(C)

a minimum of Five Hundred Thousand Dollars ($500,000) not later than December 31, 2009; and

(D)

the balance of the Eight Million Dollars as agreed by the Parties based on the availability of financing, but in any case not later than December 31, 2012.

(c)

During the Option Period, Strathmore, its employees, agents and independent contractors, will have the sole and exclusive right and option to:

(i)

do such prospecting, exploration, development, or other work on the Property and there under as Strathmore may consider advisable;

(ii)

bring upon and erect upon the Property such Assets as Strathmore may consider advisable; and

(iii)

remove from the Property and sell or otherwise dispose of Minerals, but limited to the purposes of bulk testing and pilot plant operations.  

3.2

Failure to Make Initial Contribution.  Yellowcake’s failure to make its Initial Contribution in accordance with the provisions of this Article III, if not cured within twenty (20) days after notice by Strathmore of such default, shall be deemed to be a resignation of Yellowcake from the Company and the termination of its membership in the Company.  Yellowcake’s resignation shall be effective upon such failure and lack of cure. Upon the occurrence of a resignation and termination of membership under this Section 3.2, and except as otherwise provided herein, Yellowcake shall have no further right, title or interest in the Company or the Assets and it shall take such actions as are necessary to ensure that all Assets are free and clear of any Encumbrances arising by, through or under it, except for such Encumbrances to which the Members may have agreed.

3.3

Termination Prior to Operative Date. At any time prior to the Operative Date, Yellowcake may terminate its participation in the Company, so long as it is not in default of any of its obligations under this Agreement, by giving thirty (30) days written notice to that effect to Strathmore and on receipt of such notice by Strathmore, or if termination occurs pursuant to Section 3.2, Yellowcake shall cease to be a member with no right, title, or interest in the Company or the Assets, however, Yellowcake will:

(a)

have the right and obligation to remove from the Property within six (6) months of the effective date of termination, all equipment erected, installed or brought upon the Property by or at the instance of Yellowcake, unless such equipment was erected, installed or brought upon the Property in satisfaction of Yellowcake’s obligations to contribute Exploration Costs as set out in Subsection 3.1(b)(iii);

(b)

pay for any Environmental Compliance, clean-up or remediation costs or Environmental Liabilities which have been incurred or arise from Mining Operations after December 31, 2007 up to the effective date of termination;

(c)

quit claim any interest in the Property to Strathmore; and

(d)

deliver to Strathmore all Business Information, technical information, surveys, data, reports, and other documents relating to the Property.

3.4

Record Title.  Title to the Assets shall be held by the Company.  Each Member has the right to receive, forthwith upon making demand to the Manager, such documents as the Member may reasonably require to confirm the Assets and the Ownership Interests.

ARTICLE IV
CAPITAL ACCOUNTS.

4.1

Establishment and Maintenance of Capital Accounts.

(a)

A separate Capital Account shall be established for each Member on the books of the Company reflecting such Member’s capital contributions to the Company.  Each Member’s Capital Account shall be: (i) increased by any additional capital contributions made by such Member to the Company pursuant to the terms of this Agreement and such Member’s share of Net Gain and other items of income and gain allocated to such Member pursuant to Section 4.2; (ii) decreased by such Member’s share of Net Loss and other items of loss, deduction and expense allocated to such Member pursuant to Section 4.2 and the aggregate amount of all Distributable Cash distributed to such Member; and (iii) maintained in all respects in accordance with section 704(b) of the Code and the Treasury Regulations issued thereunder.  Any references in this Agreement to the Capital Account of a Member shall be deemed to refer to such Capital Account as the same may be increased or decreased from time to time as set forth above.

(b)

Negative Capital Accounts.  Except as may be required by the Act or any other applicable Law, no Member shall be required to pay to the Company or the other Member any deficit or negative balance which may exist from time to time in such Member’s capital account.

(c)

Company Capital.  No Member shall be paid interest on any capital contribution to the Company or on such Member’s Capital Account, and no Member shall have any right (i) to demand the return of such Member’s capital contribution or any other distribution from the Company (whether upon resignation, withdrawal or otherwise), except upon dissolution of the Company pursuant to  hereof, or (ii) to cause a partition of the Company’s Assets.

(d)

Capital Account Adjustment.  If the Members so agree, upon the occurrence of an event described in Treas. Reg. § 1.704-1(b)(2)(iv)(f)(5), the Capital Accounts shall be restated in accordance with Treas. Reg. § 1.704-1(b)(2)(iv)(f) to reflect the manner in which unrealized income, gain, loss or deduction inherent in the assets of the Company (that has not been reflected in the Capital Accounts previously) would be allocated between the Members if there were a taxable disposition of such assets for their fair market values, as determined in accordance with Section 4.1(a).  For purposes of Section 4.1(a), a Member shall be treated as contributing the portion of the book value of any property that is credited to the Member’s Capital Account pursuant to the preceding sentence.

(e)

Accounting for Distribution in Kind.  For purposes of maintaining Capital Accounts when Company property is distributed in kind: (a) the Company shall treat such property as if it had been sold for its fair market value on the date of distribution; (b) any difference between such fair market value and the Company’s prior book value in such property for Capital Account purposes shall constitute Net Gain or Net Loss, as the case may be, for the Allocation Period ending on and including the date of such distribution and shall be allocated to the Capital Accounts of the Members pursuant to Section 4.2; and (c) each Member’s Capital Account shall be reduced by the fair market value of the property distributed to such Member (net of any liabilities secured by such distributed property that such Member is considered to assume or take subject to under section 752 of the Code).

4.2

Allocations of Net Gains and Net Losses.

(a)

Except as otherwise provided in Section 4.2(b), Net Gains and Net Losses for each Fiscal Year (or other Allocation Period) shall be allocated in a manner such that the Capital Account of each Member, immediately after making such allocation, and after taking into account actual distributions made during, or with respect to, such Fiscal Year (or Allocation Period) is, as nearly as possible, equal (proportionately) to the distributions that would be made to such Member pursuant to Section 23.4(b) if the Company were dissolved, its affairs wound up and its assets sold for cash equal to their book value, all Company liabilities were satisfied (limited with respect to each nonrecourse liability to the book value of the assets securing such liability) and the net assets of the Company were distributed in accordance with Section 23.4(b) to the Members immediately after making such allocation.  Subj ect to the other provisions of this Article IV, an allocation to a Member of a share of Net Gain or Net Loss shall be treated as an allocation of the same share of each item of income, gain, loss or deduction that is taken into account in computing Net Gain or Net Loss.  As used herein, references to “book value” are references to, in the case of Book Property, the value of such Book Property as set forth in the books of the Company, in accordance with the principles of Treasury Regulations section 1.704-1(b)(2)(iv)(g) and, in the case of property other than Book Property, the adjusted tax basis of such property.

(b)

Special Allocations.  Notwithstanding anything to the contrary in this agreement:  

(i)

Exploration Costs.  Except to the extent otherwise restricted by Section 617 of the Code and the Treasury Regulations promulgated thereunder, Yellowcake shall be allocated tax deductions arising from Exploration Costs up to Eight Million Dollars ($8,000,000.00), but limited by the capital contributions made by Yellowcake and as expended for qualifying exploration activities.

(ii)

Depletion Deductions.  Deductions for depletion shall be allocated to the Members in accordance with the criteria set forth in the  Internal Revenue Code and Treasury Regulations.  The method for calculating depletion deductions shall be determined under one of the two methods set forth in Treasury Regulation section 1.611-1.  Once the amount of the depletion deduction has been determined at the Company level, Yellowcake shall be allocated depletion deductions in an amount not less than which would have been allocable to Yellowcake under any of the permissible depletion methods if it held a direct ownership interest in the Property.    

(iii)

Any non-recourse deduction (within the meaning of Treasury Regulation section 1.704-2(b)(1)) for an Allocation Period of the Company shall be allocated to the Members in accordance with their respective Capital Accounts at the beginning of such period.  If there is a net decrease in the Company’s minimum gain (as defined in Treasury Regulations section 1.704-2(d)) during a Fiscal Year of the Company, then items of income and gain for such Fiscal Year (and, if necessary, for subsequent periods) shall be allocated to the Members in the manner and to the extent required by Treasury Regulations section 1.704-2(f).  This clause is intended to constitute a “minimum gain chargeback” as provided by Treasury Regulations section 1.704-2(f), and this clause shall be construed accordingly.

(iv)

Any partner nonrecourse deduction (within the meaning of Treasury Regulations section 1.704-2(i)(2)) shall be allocated in the manner specified in Treasury Regulations section 1.704-2(i)(1), and, subject to the exceptions set forth in Treasury Regulations section 1.704-2(i)(4), if there is a net decrease in partner nonrecourse debt minimum gain (within the meaning of Treasury Regulations sections 1.704-2(i)(2) and 1.704-2(i)(3)) during a Fiscal Year attributable to a partner nonrecourse debt (within the meaning of Treasury Regulations section 1.704-2(b)(4)), then each Member with a share of partner nonrecourse debt minimum gain attributable to such partner nonrecourse debt, determined in accordance with Treasury Regulations section 1.704-2(i)(5), shall be specially allocated items of income and gain for such Fiscal Year (and, if necessary, for subsequent periods) in an amount equal to such Member ’s share of the net decrease in partner nonrecourse debt minimum gain for such period attributable to such partner nonrecourse debt (which share of such net decrease shall be determined under Treasury Regulations sections 1.704-2(i)(4) and 1.704-2(g)(2)).  This clause is intended to constitute a “chargeback of partner nonrecourse debt minimum gain” as provided by Treasury Regulations section 1.704-2(i)(4), and this clause shall be construed accordingly.

(v)

In the event that a Member unexpectedly receives any adjustment, allocation or distribution described in Treasury Regulations sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain (consisting of a pro rata portion of each item of Company income, including gross income, and gain) shall be specially allocated to such Member in the manner required by Treasury Regulations section 1.704-1(b)(2)(ii)(d) to eliminate, to the extent required by such regulation, the deficit in the Adjusted Capital Account of such Member as quickly as possible.  This clause is intended to constitute a “qualified income offset” as provided by Treasury Regulations section 1.704-1(b)(2)(ii)(d), and this clause shall be construed accordingly.

(vi)

If the allocation of any item of income, gain, deduction or loss under this Agreement (A) does not have substantial economic effect under Treasury Regulations section 1.704-1(b)(2) and (B) is not in accordance with the Members’ interests in the Company within the meaning of Treasury Regulations section 1.704-1(b)(3), then such item shall be reallocated in such manner as (1) either to have substantial economic effect or to be in accordance with the Members’ interests in the Company and (2) to result as nearly as possible in the respective balances of the Capital Accounts that would have been obtained if such item had instead been allocated under the provisions of this Agreement without giving effect to the provisions of this clause (iv).

(vii)

If any amount is allocated pursuant to clause (iii), (iv), (v) or (vi), of this Section 4.2(b), then, notwithstanding anything to the contrary in this Agreement (but subject to the provisions of clauses (iii), (iv), (v) or (vi) of this Section 4.3(b)), income, gain, deduction and loss, or items thereof, thereafter shall be allocated in such manner and to such extent as may be necessary so that, after such allocation, the respective balances of the Capital Accounts as nearly as possible shall equal the balances that would have been obtained if the amount allocated pursuant to such clause (iii), (iv), (v) or (vi) and the amount allocated pursuant to this clause (vii) instead had been allocated under the provisions of this Agreement without giving effect to the provisions of such clause (iii), (iv), (v) or (vi) or this clause (vii).

4.3

Allocation of Taxable Income and Loss.

(a)

Except as otherwise provided in this Section 4.3, the taxable income or loss of the Company (and items thereof) for any Allocation Period shall be allocated among the Members in proportion to and in the same manner as Net Gain, Net Loss and separate items of income, gain, loss and deduction are allocated among the Members for Capital Account purposes pursuant to the provisions of Section 4.2.  Except as otherwise provided in this Section 4.3, the allocable share of a Member for tax purposes in each specified item of income, gain, deduction and loss of the Company comprising Net Gain, Net Loss or an item allocated pursuant to Section 4.2 shall be the same as such Member’s allocable share of Net Gain, Net Loss or the corresponding item for such Fiscal Period.

(b)

In accordance with sections 704(b) and 704(c) of the Code and applicable Treasury Regulations, including Treasury Regulations section 1.704-1(b)(4)(i), items of income, gain, deduction and loss with respect to any Book Property of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of the Book Property to the Company for federal income tax purposes and its book value.  In making allocations pursuant to this Section 4.3(b), Company shall apply the “remedial” method provided by Treasury Regulations section 1.704-3(d).

(c)

To the extent of any recapture income resulting from the sale or other taxable disposition of assets of the Company, the amount of any gain from such disposition allocated to a Member (or a successor in interest) for federal income tax purposes pursuant to the above provisions shall be deemed to be recapture income to the extent that such Member has been allocated or has claimed any deduction directly or indirectly giving rise to the treatment of such gain as recapture income.

(d)

The items of income, gain, deduction and loss for tax purposes allocated to the Members pursuant to this Section 4.3 shall not be reflected in the Members’ Capital Accounts.

(e)

Pursuant to Treasury Regulations section 1.752-3(a)(3), the Members hereby agree to allocate excess nonrecourse liabilities of the Company in accordance with their respective Ownership Interests.

4.4

Allocations to Transferred Interests. Income, gains, losses, deductions and expenditures allocated to an Ownership Interest that is Transferred during a Fiscal Year shall be allocated to each Person who was the holder of such Ownership Interest during such Fiscal Year in a manner which takes into account the varying interests of the Members in the Company during such Fiscal Year, including by an allocation in proportion to the number of days that each such holder was recognized as the owner of such Ownership Interest during such Fiscal Year or by an interim closing of the books, or in any other manner permitted by section 706 of the Code, as determined by the transferee and the transferor in their sole discretion; provided that any expenses incurred by the Company in allocating such items shall be borne by the transferee and the transferor.

ARTICLE V
DISTRIBUTIONS

5.1

General.  The Company shall make distributions to its Members as provided in this ; provided that the Company shall not make a distribution to any Member on account of such Member’s Ownership Interest if such distribution would violate Section 18 607 of the Act or other Law.

5.2

Distributions.  Unless the Members agree otherwise, the Yellowcake Shares shall be distributed to Strathmore within twenty-four months of the Effective Date.  Further, up to One Hundred Thousand Dollars ($100,000) per year, but no more than Five Hundred Thousand Dollars ($500,000) over five (5) years may be distributed to Strathmore, with the first One Hundred Thousand Dollars ($100,000) being distributable on the first anniversary of the Effective Date; the second One Hundred Thousand Dollars ($100,000) being distributable on the second year anniversary of the Effective Date; the third One Hundred Thousand Dollars ($100,000) being distributable on the third anniversary of the Effective Date; the fourth One Hundred Thousand Dollars ($100,000) being distributable on the fourth anniversary of the Effective Date; and the fifth One Hundred Thousand Dollars ($100,000) being distributabl e on the fifth anniversary of the Effective Date; however, up to the Operative Date, no additional distributions shall be made to Members.  After the Operative Date, distributions shall be made in accordance with Article XX.

5.3

Distributions Upon Dissolution.  Distributions upon dissolution of the Company shall be as provided in Article XXIII.

ARTICLE VI
INTERESTS OF MEMBERS

6.1

Initial Ownership Interests.  Provided that Yellowcake is not in default of obligations under Section 3.1, when Yellowcake has contributed to the Company the sum of Four Million Dollars ($4,000,000) of the Eight Million Dollars ($8,000,000) in Exploration Costs referred to in Section 3.1(b)(iii), Yellowcake shall possess a forty percent (40%) Ownership Interest in the Company.  When Yellowcake has contributed to the Company, the additional Four Million Dollars ($4,000,000) in Exploration Costs referred to in Section 3.1(b)(iii), for a total of Eight Million Dollars ($8,000,000) in Exploration Costs, Yellowcake shall possess an additional forty percent (40%) Ownership Interest, for a total of an eighty percent (80%) Ownership Interest in the Company.  No Ownership Interest in the Company shall vest in Yellowcake until the first Four Million Dollars ($4,000,000) of Exploration C osts have been contributed by Yellowcake.  

After the contribution of the Exploration Costs, the Members shall have the following Ownership Interests:

Member:	Ownership Interest
Yellowcake	80%
Strathmore	20%

During the Option Period, the Manager will keep the Property in good standing, free and clear of all Encumbrances resulting from its activities.

6.2

Changes in Ownership Interests.  The Ownership Interests shall be eliminated or changed as follows: (a) upon Transfer by a Member of all, or any portion thereof, of the Member’s Ownership Interest in accordance with this Agreement; or (b) upon acquisition by either Strathmore or Yellowcake of part or all of the Ownership Interest of the other, however arising.

6.3

Documentation of Adjustments to Ownership Interests.  Each Member’s Ownership Interest and related Capital Account balance shall be shown in the accounting records of the Company and any adjustments thereto shall be made monthly.  The Schedule of Members attached hereto shall be amended from time-to-time to reflect such changes.

ARTICLE VII
OBLIGATIONS OF STRATHMORE DURING THE OPTION PERIOD

7.1

Act as Manager.  During the Option Period Strathmore shall be the Manager of the Company and will be responsible for all administration, exploration, development and field operations with respect to the exploration and development of the Property.  

7.2

Obligations of Strathmore.  During the Option Period Strathmore shall:

(a)

maintain in good standing those mineral claims comprising the Property by the doing and filing of assessment work or the making of payments in lieu thereof, by the payment of taxes and rentals, and the performance of all other actions which may be necessary in that regard and in order to keep such mineral claims free and clear of all liens and other charges arising from Strathmore’s activities thereon except those at the time contested in good faith by Strathmore;

(b)

permit Yellowcake, or its representative duly authorized in writing, to visit and inspect the Property at all reasonable times and intervals and Business Information obtained by Strathmore as a result of its operations thereon, provided always that Yellowcake or its representative will abide by the rules and regulations laid down by Strathmore relating to matters of safety and efficiency in its operations;

(c)

furnish Yellowcake with monthly progress reports and with a final report within sixty (60) days following the conclusion of each Program.  The final report will show the Mining Operations performed and the results obtained and will be accompanied by a statement of Costs and copies of pertinent plans, assay maps, diamond drill records and other factual engineering data;

(d)

do all work, and ensure that all work performed by Strathmore’s contractors on the Property is done in a good and workmanlike fashion and in accordance with all applicable laws, regulations, orders and ordinances of any governmental authority;

(e)

indemnify and save Yellowcake harmless in respect of any and all costs, claims, liabilities and expenses arising out of the negligent performance by Strathmore of its activities on the Property;

(f)

indemnify and save Yellowcake harmless in respect of any and all costs, claims, liabilities and expenses arising out of Mining Operations which were not approved by the Management Committee in accordance with the terms of this Agreement;

(g)

permit Yellowcake, at its own expense, reasonable access to the results of the work done on the Property; and

(h)

deliver to Yellowcake, forthwith upon receipt thereof, copies of all reports, maps, assay results and other technical data compiled by or prepared at the direction of Strathmore with respect to the Property, as well as regular reports as to the expenditures of the Exploration Costs made by Strathmore.

ARTICLE VIII
RELATIONSHIP OF THE MEMBERS

8.1

Limitation on Authority of Members.  No Member is an agent of the Company solely by virtue of being a Member, and no Member has authority to act for the Company solely by virtue of being a Member.  This Section 8.1 supersedes any authority granted to the Members pursuant to the Act. Any Member that takes any action or binds the Company in violation of this Section 8.1 shall be solely responsible for any loss and expense incurred by the Company as a result of the unauthorized action and shall indemnify and hold the Company harmless with respect to the loss or expense.

8.2

Accounting Principles.  The Company’s accounting principles are set forth in attached Exhibit B.

8.3

Federal Tax Elections and Allocations.  The Company shall be treated as a partnership for federal income tax purposes, and no Member shall take any action to alter such treatment.  The Company shall make the following elections for purposes of all partnership income tax returns: (i) to use the accrual method of accounting; (ii) pursuant to the provisions of section 706(b)(1) of the Code, to use as its taxable year the year ending December 31, and in connection therewith, Strathmore represents that its taxable year is the year ending December 31 and Yellowcake represents that its taxable year is the year ending July 31; (iii) unless the Members unanimously agree otherwise, to deduct currently all development expenses to the extent possible under section 616 of the Code; (iv) unless the Members unanimously agree otherwise, to compute the allowance for depreciation in respect of all d epreciable Assets using the maximum accelerated tax depreciation method and the shortest life permissible or, at the election of the Manager, using the units of production method of depreciation; (v) to treat advance royalties as deductions from gross income for the year paid or accrued to the extent permitted by law; (vi) to adjust the basis of property of the Company under section 754 of the Code at the request of either Member; (vii) to amortize over the shortest permissible period all organizational expenditures and business start-up expenses under sections 195 and 709 of the Code; (viii) any other election required or permitted to be made by the Company under the Code or any state tax law shall be made as determined by the Management Committee; and (ix) each Member shall elect under section 617(a) of the Code to deduct currently all exploration expenses. Each Member reserves the right to capitalize its share of development and/or exploration expenses of the Company in accordance with section 59(e) of th e Code, provided that a Member’s election to capitalize all or any portion of such expenses shall not affect the Member’s Capital Account.

8.4

State Income Tax. To the extent permissible under applicable law, the relationship of the Members shall be treated for state income tax purposes in the same manner as it is for federal income tax purposes.

8.5

Tax Returns.  An accounting firm mutually agreed upon by the Members shall be selected to prepare and file the tax returns required to be filed by or with respect to the Company.  

8.6

Other Business Opportunities.  Except as expressly provided in this Agreement, and except for any activities involving the Area of Common Interest, each Member shall have the right independently to engage in and receive full benefits from any independent business activities or operations, whether or not competitive with the Company, without consulting with, or obligation to, the other Member or the Company. The doctrines of “corporate opportunity” or “business opportunity” shall not be applied to the Business nor to any other activity or operation of any Member. No Member shall have any obligation to the Company or any other Member with respect to any opportunity to acquire any property outside the Property or the Area of Interest at any time, or within the Property or Area of Interest after the termination of the Company.  Unless otherwise agreed in writing, ne ither the Manager nor any Member shall have any obligation to mill, beneficiate or otherwise treat any Products in any facility owned or controlled by the Manager or such Member.

8.7

Royalty.  The Members agree to enter into the Royalty Agreement attached hereto at Exhibit C, whereby Yellowcake shall pay Strathmore the Royalty, as defined in Exhibit C.

8.8

Conoco Files.  

(a)

Other than as set forth in this Section 8.8, any and all rights of Yellowcake in the Conoco Files, and all obligations of Strathmore to provide the Conoco Files to Yellowcake, are hereby terminated.  

(b)

In addition to any other amounts paid by Yellowcake in respect of the Conoco Files, Yellowcake shall pay Strathmore an aggregate amount of $88,881.41 in respect of fees incurred by Strathmore arising from the evaluation by qualified mining and geological consultants of the Conoco Files. Yellowcake shall have no further payment obligation to Strathmore with respect to the Conoco files other than the amount referred to in this Section 8.8(b).   

(c)

Yellowcake agrees not to disclose any information relating to the Conoco Files to any third party or use any of the information relating to the Conoco Files for Yellowcake’s benefit.  

(d)

Yellowcake agrees to promptly return to Strathmore the Conoco Files, including any information received or generated in connection with the Conoco Files, without retaining copies thereof.

8.9

Insurance.  The Company shall obtain insurance as described in the attached Exhibit D.

8.10

Waiver of Rights to Partition or Other Division of Assets.  The Members hereby waive and release all rights of partition, or of sale in lieu thereof, or other division of Assets, including any such rights provided by Law.

8.11

Bankruptcy of a Member.  If a Member is not a debtor-in-possession, such  Member shall cease to have any power as a Member or Manager or any voting rights or rights of approval hereunder upon bankruptcy, insolvency, dissolution or assignment for the benefit of creditors of such Member, and its successor upon the occurrence of any such event shall have only the rights, powers and privileges of a transferee enumerated in Section 10.2 and shall be liable for all obligations of the Member under this Agreement.  In no event, however, shall a personal representative or successor become a substitute Member unless the requirements of Section 10.2 are satisfied.  Any bankruptcy, insolvency, dissolution or assignment for the benefit of creditors with respect to any direct or indirect parent company of the Manager shall not affect the Manager’s rights hereunder; provided that i f such parent becomes subject to a bankruptcy, insolvency, dissolution or assignment for the benefit of creditors which materially impairs the ability of the Manager to perform its obligations hereunder or results in withdrawal of any material Permit or any additional condition being placed on any Permit which materially adversely affects the ability of the Company to conduct Mining Operations at the Property, the non-Manager Members shall have the right to replace the Manager in accordance with Section 12.3.

8.12

No Certificate. The Company shall not issue certificates representing Ownership Interests in the Company.

8.13

Disposition of Production. Neither Member shall have any obligation to account to the other Member for, nor have any interest or right of participation in any profits or proceeds nor have any obligation to share in any losses from, futures contracts, forward sales, trading in puts, calls, options or any similar hedging, price protection or marketing mechanism employed by a Member with respect to its proportionate share of any Products produced or to be produced from the Properties.

8.14

Limitation of Liability. The Members shall not be required to make any contribution to the capital of the Company except as otherwise provided in this Agreement, nor shall the Members in their capacity as Members or Manager be bound by, or liable for, any debt, liability or obligation of the Company whether arising in contract, tort, or otherwise, except as expressly provided by this Agreement. The Members shall be under no obligation to restore a deficit Capital Account upon the dissolution of the Company or the liquidation of any of their Ownership Interests.

8.15

Indemnities. The Company may, and shall have the power to, indemnify and hold harmless any Member or Manager or other person from and against any and all claims and demands whatsoever arising from or related to the Business, the Company or a Member’s membership in the Company.

8.16

No Third Party Beneficiary Rights. This Agreement shall be construed to benefit the Members and their respective successors and permitted assigns only, and shall not be construed to create third party beneficiary rights in any other party or in any governmental organization or agency.

8.17

Costs.  Except as otherwise provided in this Agreement, the Parties will bear all Costs and all liabilities, including Environmental Liabilities, arising under this Agreement (related to the Property only) in proportion to their respective Ownership Interests.  

8.18

Use of Member’s Name.  No Member will, except when required by this Agreement or by any Law, by-law, ordinance, rule, order or regulation, use, suffer or permit to be used, directly or indirectly, the name of any other Member for any purpose related to the Property or this Agreement.

8.19

Public Filing of this Agreement.  This Agreement, or a memorandum of this Agreement, will, upon the written request of any Member, be recorded in the office of any governmental agency so requested, in order to give notice to third Parties of the respective interests of the Members in the Company and this Agreement and the Company’s interest in the Property.  Each Member hereby covenants and agrees with the requesting Member to execute such documents as may be necessary to perfect such recording.

ARTICLE IX
REPRESENTATIONS AND WARRANTIES

9.1

Representations of Parties.  Each Party represents and warrants to the other Party hereto that:

(a)

it is a company duly incorporated, organized and validly subsisting under the laws of its incorporating jurisdiction;

(b)

it has full power and authority to carry on its business and to enter into this Agreement and any agreement or instrument referred to or contemplated by this Agreement;

(c)

neither the execution and delivery of this Agreement nor any of the Agreements referred to herein or contemplated hereby, nor the consummation of the transactions hereby contemplated conflict with, result in the breach of or accelerate the performance required by, any agreement to which it is a Party;

(d)

the execution and delivery of this Agreement and the Agreements contemplated hereby will not violate or result in the breach of the laws of any jurisdiction applicable or pertaining thereto or of its organizational documents.

9.2

Additional Representations of Strathmore.  Strathmore represents and warrants to Yellowcake that:

(a)

Prior to the transfer of the Property to the Company, Strathmore was the legal and beneficial holder of one hundred percent (100%) of the undivided interest in the Property;

(b)

the Property is free and clear of Encumbrances, and is in good standing under the mining laws of the State of Wyoming and the United States of America;

(c)

to the best of the knowledge of Strathmore, all of the mineral claims comprising the Property have been located in accordance with the mining laws of the State of Wyoming and the United States of America, and in accordance with local customs, rules and regulations; and

(d)

there is no litigation, proceeding or investigation pending or threatened against Strathmore with respect to the Property, nor does Strathmore know, or have any grounds to know after due enquiry, of any basis for any litigation, proceeding or investigation which would affect the Property.

9.3

Additional Representation of Yellowcake.  

(a)

William Tafuri has cancelled fifty-six million (56,000,000) restricted affiliate shares in the capital stock of Yellowcake.

9.4

The representations, warranties and covenants hereinbefore set out are conditions on which the Parties have relied in entering into this Agreement and will survive the acquisition of any interest in the Property by Yellowcake and each Party will indemnify and save the other harmless from all loss, damage, cause, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by them and contained in this Agreement.

ARTICLE X
TRANSFER OF INTEREST; PREEMPTIVE RIGHT

10.1

General.  A Member shall not have the right to Transfer to a third party its Ownership Interest, or any beneficial interest therein, except as provided in this Article X.  Any purported or attempted Transfer not complying with this Article X shall be void.

10.2

Limitations on Free Transferability. Any Transfer by either Member under Section 10.1 shall be subject to the following limitations:

(a)

Neither Member shall Transfer any beneficial interest in the Company (including, but not limited to, any royalty, profits, or other interest in the Products) except in conjunction with the Transfer of part or all of its Ownership Interest;

(b)

No transferee of all or any part of a Member’s Ownership Interest shall have the rights of a Member unless and until the transferring Member has provided to the other Member notice of the Transfer, and, except as provided in Subsection 10.2(f), the transferee, as of the effective date of the Transfer, has committed in writing to assume and be bound by this Agreement to the same extent as the transferring Member;

(c)

Neither Member, without the consent of the other Member, shall make a Transfer that shall violate any Law, or result in the cancellation of any permits, licenses, or other similar authorization;

(d)

No Transfer permitted by this Article shall relieve the transferring Member of any liability of such transferring Member under this Agreement, whether accruing before or after such Transfer;

(e)

Any Member that makes a Transfer that shall cause termination of the tax partnership established by Section 8.3 shall indemnify the other Member for, from and against any and all loss, cost, expense, damage, liability or claim therefore arising from the Transfer, including without limitation any increase in taxes, interest and penalties or decrease in credits caused by such termination and any tax on indemnification proceeds received by the indemnified Member.

(f)

If the Transfer is the grant of an Encumbrance on an Ownership Interest to secure a loan or other indebtedness of either Member in a bona fide transaction, other than a transaction approved unanimously by the Management Committee or Project Financing approved by the Management Committee, such Encumbrance shall be granted only in connection with such Member’s financing payment or performance of that Member’s obligations under this Agreement and shall be subject to the terms of this Agreement and the rights and interests of the other Member hereunder. Any such Encumbrance shall be further subject to the condition that the holder of such Encumbrance (“Chargee”) first enters into a written agreement with the other Member in form satisfactory to the other Member, acting reasonably, binding upon the Chargee, to the effect that: (i) the Chargee shall not enter into possession or inst itute any proceedings for foreclosure or partition of the encumbering Member’s Ownership Interest and that such Encumbrance shall be subject to the provisions of this Agreement; (ii) the Chargee’s remedies under the Encumbrance shall be limited to the sale of the whole (but only of the whole) of the encumbering Member’s Ownership Interest to the other Member, or, failing such a sale, at a public auction to be held at least sixty (60) days after prior notice to the other Member, such sale to be subject to the purchaser entering into a written agreement with the other Member whereby such purchaser assumes all obligations of the encumbering Member under the terms of this Agreement. The price of any preemptive sale to the other Member shall be the remaining principal amount of the loan plus accrued interest and related expenses, and such preemptive sale shall occur within sixty (60) days of the Chargee’s notice to the other Member of its intent to sell the encumbering Member’s Ownership Interest. Failure of a sale to the other Member to close by the end of such period, unless failure is caused by the encumbering Member or by the Chargee, shall permit the Chargee to sell the encumbering Member’s Ownership Interest at a public sale; and (iii) the charge shall be subordinate to any then-existing debt, including Project Financing previously approved by the Management Committee, encumbering the transferring Member’s Ownership Interest.

10.3

Preemptive Right.  Any Transfer by either Member under Section 10.1 and any Transfer by an Affiliate in Control of either Member shall be subject to a preemptive right of the other Member.  The preemptive rights shall be exercised as follows:

(a)

If a Member wishes to transfer its Ownership Interest, or any portion thereof, the transferring Member (hereinafter in this paragraph referred to as the “Transferor Member”) shall first offer (“Offer”) such interest in writing to the non-transferring Member (hereinafter in this paragraph referred to as the “Transferee Member”).  

(b)

If within ninety (90) days of the receipt of the Offer, the Transferee Member notifies the Transferor Member in writing that it will accept the same, the Transferor Member will be bound to sell such interest to the Transferee Member (subject as hereinafter provided with respect to price) on the terms and conditions of the Offer.  The Transferee Member will in such case pay to the Transferor Member, against receipt of an absolute transfer of clear and unencumbered title to the interest of the Transferor Member being sold, the total purchase price which it specified in its notice to the Transferor Member and such amount will be credited to the amount determined following arbitration of the cash equivalent or any non-cash consideration.  

(c)

If the Transferee Member fails to notify the Transferor Member before expiration of the time limited therefor that it will purchase the interest offered, the Transferor Member may sell and transfer such interest to a third party purchaser provided that the transfer price and terms and conditions of the sale will be the same as the Offer.

Failure of a Member’s Affiliate to comply with this Section shall be a breach by such Member of this Agreement. The preemptive right does not apply to Strathmore’s Royalty described in Section 8.7 and Exhibit C.

10.4

Surrender of Interest.  Any Member not in default under this Agreement may, at any time upon notice, surrender its entire Ownership Interest and Capital Account to the other Member(s) by giving those Members notice of surrender.  The notice of surrender will:

(a)

indicate a date for surrender not less than three (3) months after the date on which the notice is given; and

(b)

contain an undertaking that the surrendering Member will:

(i)

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

(ii)

if the Manager has not included in Mine Costs the costs of continuing obligations as set out in Section 18.4, pay on the date of surrender its reasonably estimated Proportionate Share, based on the surrendering Member’s then Ownership Interest, of the Costs of rehabilitating the Mine site and of reclamation based on the Mining Operations completed as at the date of surrender; and

(iii)

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

Upon the surrender of its entire Ownership Interest as contemplated in this Section 10.4 and upon delivery of a release in writing, in form acceptable to counsel for the Manager, releasing the other Member from all claims and demands hereunder, the surrendering Member will be relieved of all obligations or liabilities hereunder except for those which arose or accrued or were accruing due on or before the date of the surrender.  A Member to whom a notice of surrender has been given as contemplated in this Section 10.4 may elect, by notice within ninety (90) days to the Member which first gave the notice to accept the surrender, in which case paragraph 10.4 will apply and that Member shall join in the surrender.  If all of the Members join in the surrender the Company will be terminated in accordance with .

ARTICLE XI
MANAGEMENT COMMITTEE

11.1

Organization and Composition.  The Members hereby establish a Management Committee to determine overall policies, objectives, procedures, methods and actions under this Agreement and to make all decisions in respect of Mining Operations. The Management Committee shall consist of one representative appointed by Yellowcake and one representative appointed by Strathmore.  Each Member may appoint one alternate to act in the absence of a regular representative. Any alternate so acting shall be deemed a representative. Appointments by a Member shall be made or changed by notice to the other Members.

11.2

Meetings.  The Manager will call a Management Committee meeting at least once every three months, and, in any event within fourteen (14) days of being requested to do so by any representative.

11.3

Notice.  The Manager will give notice, specifying the time and place of, and the agenda for, the meeting to all representatives at least seven (7) days before the time appointed for the meeting.  The Management Committee will determine the location of the meetings of the Management Committee having regard to balance of convenience of all representative.  Each agenda for a meeting will include the consideration and approval of the minutes of the immediately preceding meeting of the Management Committee.

11.4

Waiver of Notice.  Notice of a meeting will not be required if representatives of all of the Parties are present and unanimously agree upon the agenda.

11.5

Quorum.  A quorum for any Management Committee meeting will be present if a representative of each of the Members holding an Ownership Interest is present.  If a quorum is present at the meeting, the Management Committee will be competent to exercise all of the authorities, powers and discretions herein bestowed upon it hereunder.  If a Management Committee meeting is terminated and rescheduled because of a lack of quorum, the Management Committee will be able to transact any business at the re-scheduled meeting even if a quorum is not present at the commencement of the rescheduled meeting, A representative may attend and vote at a meeting of the Management Committee by telephone conference call in which each representative may hear, and be heard by, the other representatives.

11.6

Decisions.  Subject to Section 11.7 the Management Committee will decide every question submitted to it by consensus, however in the event consensus is not possible, the question will be determined by a vote with each representative being entitled to cast that number of votes which is equal to its Member’s Proportionate Share.  Other than as is expressly set out herein to the contrary, the Management Committee will make decisions by Simple Majority.

11.7

Decisions Requiring Unanimous Consent.  Notwithstanding anything else in this Agreement, the following decisions of the Management Committee shall require approval of one hundred percent (100%) of the votes cast at a duly called meeting:

(a)

any cessation of operations of any Mine for a period exceeding ten (10) days;

(b)

any recommencement of operations after a cessation of a Mine contemplated in (a) above;

(c)

disposition of any Assets which have a value in excess of One million Dollars ($1,000,000);

(d)

the disposition of the Yellowcake Shares, or any portion thereof, except that Strathmore may unilaterally demand distribution of the Yellowcake Shares to Strathmore at any time;

(e)

incurring any liability or obligation not in the ordinary course and not approved in a Program and Budget that exceeds $500,000; or

(f)

settling any law suit or insurance claim.

11.8

Chair.  The representative and alternate representative of the Manager will be the chair and secretary, respectively, of the Management Committee meeting.

11.9

Duties of Secretary of Management Committee.  The secretary of the Management Committee meeting will take minutes of Management Committee meetings and circulate copies thereof to each representative within a reasonable time following the termination of the meeting, and in any event no later than the time of delivery of the notice of the next following meeting of the Management Committee.

11.10

Action Without Meeting.  Whenever the vote of representatives is required to be taken in connection with any Company action, the meeting and vote may be dispensed with if all of the representatives who would be entitled to vote if such meeting were held, shall consent in writing to such action being taken.  When the written consent has been signed by all representatives, the written consent shall have the same effect as a unanimous vote.

11.11

Binding Effect.  Management Committee decisions made in accordance with this Agreement will be binding upon all of the Parties.

11.12

Expenses.  Each Party will bear the expenses incurred by its representative and alternate representative in attending meetings of the Management Committee.

11.13

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

ARTICLE XII
MANAGER

12.1

Appointment.  Strathmore shall act as the Manager until Yellowcake’s vested Ownership Interest is equal to eighty percent (80%).  Once Yellowcake’s vested Ownership Interest equals eighty percent (80%), the Manager will be selected by the Management Committee as set forth in Section 11.6.  

12.2

Rights, Duties and Status of Manager. Subject to the terms and provisions of this Agreement, the Manager shall have the following status, rights and duties.

(a)

The Manager in its operations hereunder will be deemed to be an independent contractor.  The Manager will not act or hold itself out as agent for any of the Members nor make any commitments on behalf of any of the Members unless specifically permitted by this Agreement or directed in writing by a Member.

(b)

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

(c)

The Manager will manage and carry out Mining Operations substantially in accordance with Programs, Feasibility Reports, Operating Plans, Mine Maintenance Plans and Mine Closure Plans adopted by the Management Committee and in connection therewith will, in advance if reasonably possible, notify the Management Committee of any change in Mining Operations which the Manager considers material and if it is not reasonably possible, the Manager will notify the Management Committee so soon thereafter as is reasonably possible.

(d)

The Manager will have the sole and exclusive right and authority to manage and carry out all Mining Operations in accordance herewith and to incur the Costs required for that purpose.  In so doing the Manager will:

(i)

comply with the provisions of all agreements or instruments of title under which the Property or Assets are held;

(ii)

obtain all work permits, environmental approvals, insurances required to carry out exploration and development programs,

(iii)

maintain the Property’s mineral leases and rights in good standing,

(iv)

pay all Costs properly incurred promptly as and when due;

(v)

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

(vi)

with the approval of the Management Committee prosecute claims and, where a defense is available, defend litigation arising out of the Mining Operations, provided that any Participant may join in the prosecution or defense at its own expense;

(vii)

subject to Section 19.5, perform such assessment work or make payments in lieu thereof and pay such rentals, taxes or other payments and do all such other things as may be necessary to maintain the Property in good standing, including, without limiting generality, staking and re-staking mining claims, and applying for licenses, leases, grants, concessions, permits, patents and other rights to and interests in the Minerals;

(viii)

maintain books of account in accordance with the Accounting Procedure, provided that the judgment of the Manager as to matters related to the accounting, for which provision is not made in the Accounting Procedure, will govern if the Manager’s accounting practices are in accordance with accounting principles generally accepted in the mining industry in Canada;

(xi)

perform its duties and obligations hereunder in a sound and workmanlike manner, in accordance with sound mining and engineering practices and other practices customary in the United States mining industry, and in substantial compliance with all applicable federal, state, county and municipal laws, by-laws, ordinances, rules and regulations and this Agreement;

(x)

In addition to the reports prepared and delivered during the Exploration Period in accordance with Section 7.2(c), during the Construction Period and during the implementation of an Operating Plan the Manager will provide monthly progress reports to the Participants, which report will include information on any changes or developments affecting the Mine that the Manager considers are material; and

(xi)

have such additional duties and obligations as the Management Committee may from time to time determine.

12.3

Resignation and Removal of Manager.

(a)

Resignation.  The Member acting as Manager may resign as Manager on at least ninety (90) days’ notice to all Members.

(b)

Removal.  The Management Committee may, by Special Majority remove the Manager, effective the date designated by the Management Committee if:

(i)

The Member acting as Manager makes an assignment for the benefit of its creditors, or consents to the appointment of a receiver for all or substantially all of its property, or files a petition in bankruptcy or is adjudicated bankrupt or insolvent; or

(ii)

a court order is entered without that Member’s consent:

(A)

appointing a receiver or trustee for all or substantially all of its property; or

(B)

approving a petition in bankruptcy or for a reorganization pursuant to the applicable bankruptcy legislation or for any other judicial modification or alteration of the rights of creditors; or

(iii)

the Manager is in default under this Agreement and fails to cure such default, or to commence bona fide curative measures, within thirty (30) days of receiving notice of the default from a non-Manager;

(iv)

the Manager fails to meet any of its obligations pursuant to Section 12.2; or

(v)

the Manager undergoes a change in Control.

(c)

Effect of Resignation or Removal.  If the Manager resigns or is removed, the Management Committee will thereupon select another Member to become the Manager effective the date established by the Management Committee.  The new Manager will assume all of the rights, duties, liabilities and status of the previous Manager as provided in this Agreement.  The new Manager will have no obligation to hire any employees of the former Manager resulting from this change of Manager.  Upon ceasing to be Manager, the former Manager will forthwith deliver to the new Manager books, records, and other property both real and personal which it prepared or maintained in its capacity as Manager.  If the Manager resigns or is removed and no other Member consents to act as Manager, the Company will be terminated and the Member which was the Manager may, if it consents to act, continue to act as Manager to effect the termination and the other Members will be obligated to fund their respective Proportionate Shares of the Costs incurred.

12.4

Liability and Indemnification of the Manager

(a)

Subject to Subsection 12.4(b), the Company will indemnify and save the Manager harmless from and against any loss, liability, claim, demand, damage, expense, injury or death(including, without limiting the generality of the foregoing, legal fees) resulting from any acts or omissions of the Manager or its officers, employees or agents.

(b)

Notwithstanding Subsection 12.4(a), the Manager will not be indemnified nor held harmless by any of the Members for any loss, liability, claim, damage, expense, injury or death, (including, without limiting the generality of the foregoing, legal fees) resulting from the negligence or willful misconduct of the Manager or its officers, employees or agents.  An act or omission of the Manager or its officers, employees or agents done or omitted to be done:

(i)

at the direction of, or with the concurrence of, the Management Committee; or

(ii)

unilaterally and in good faith by the Manager to protect life or property

will be deemed not to be negligence or willful misconduct.

(c)

The obligation of each Member to indemnify and save the Manager harmless pursuant to Subsection 12.4(a) will be in accordance with its Proportionate Share  at the date that the loss, liability, claim, demand, damage, expense, injury or death occurred or arose.

(d)

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

12.5

Payments to Manager.  The Manager may charge the Company ten percent (10%) of Costs in return for its overhead functions which are not charged directly.  The Manager’s fee charged on Exploration Costs paid by Yellowcake, will also be considered part of Yellowcake’s expenditure commitments referred to in Subsection 3.1(b).

12.6

Transactions with Affiliates. If the Manager engages Affiliates to provide services hereunder, it shall do so on terms generally no less favorable than would be the case in arm’s-length transactions with unrelated parties.

ARTICLE XIII
EXPLORATION PROGRAMS

13.1

Programs.  The Manager will prepare draft Programs for consideration by the Management Committee, and approval by Yellowcake.  Unless otherwise agreed to by the Management Committee, each Program will cover a calendar quarter.  The draft Program will contain a statement in reasonable detail of the proposed Mining Operations, estimates of all Exploration Costs to be incurred and an estimate of the time when they will be incurred, and will be delivered to Yellowcake by no later than sixty (60) days prior to the period to which the draft Program relates.  Each draft Program will be accompanied by such reports and data as are reasonably necessary for each Party to evaluate and assess the results from the Program for the then current year and, to the extent not previously delivered, from earlier Programs.

13.2

Approval of Program.  Yellowcake will review the draft Program prepared by the Manager, and no later than thirty (30) days after receiving a draft Program, either reject the Program or approve the Program.  In the event the Program is rejected the Manager will prepare an alternate Program mutually acceptable to the Manager and Yellowcake.

13.3

Program Funding.  Once the Program is adopted by Yellowcake, Yellowcake will fund the Program with the Exploration Costs Yellowcake is obligated to make pursuant to Subsection 3.1(b).  The Manager will be entitled to an allowance for a Cost overrun of twenty-five percent (25%) in addition to any budgeted Exploration Costs and any Costs so incurred will be deemed to be included in the Program, as adopted.

13.4

Invoices.  The Manager shall invoice Yellowcake:

(a)

no more frequently than monthly, the Exploration Costs incurred and paid by the Manager in carrying out a Program; or

(b)

sixty (60) days in advance of requirements, estimated to be incurred and paid by the Manager in carrying out a Program.

Each invoice will be signed by a financial officer of the Manager.  Yellowcake shall pay to the Manager the amount invoiced within thirty (30) days of receipt of the invoice.

13.5

Suspension of Program.  Unless otherwise directed by the Management Committee, the Manager may suspend or terminate prematurely any Program when the Manager, in good faith, considers that conditions are not suitable for the proper continuation or completion of the Program or the results obtained to that time eliminate or substantially impair the technical rationale on which the Program was based.  If the Manager suspends or prematurely terminates a Program pursuant to this Section, any funds advanced by Yellowcake for that Program in excess of the Exploration Costs incurred prior to the suspension or premature termination, and such funds will be refunded within sixty (60) days of the suspension or premature termination.  Unless approved by Yellowcake, the Manager will be exclusively liable for the payment of all Costs incurred in excess of one hundred and twenty-five percent ( 125%) of any budgeted Exploration Costs.

13.6

Excess Exploration Costs.  In the event Exploration Costs in excess of those required to be contributed by Yellowcake, are required to bring the Property to the stage of the Feasibility Report (i.e. after the Operative Date), Exploration Costs will be shared pro-rata in proportion to each Member’s respective interests in the Company, and approval, funding and other decisions relating to such Programs, will be in accordance with the provisions of Article XIII.

ARTICLE XIV
FEASIBILITY REPORT

14.1

Preparation of Feasibility Report.  Except as provided in Section 14.3, a Feasibility Report will only be prepared with the approval of:

(a)

Yellowcake if it will be funding the Feasibility Report as part of the Exploration Costs, before the Operative Date, or

(b)

the Management Committee, after the Operative Date.  After the Operative Date, the costs for the Feasibility Report will be shared in accordance with each Members Proportionate Share.

14.2

Duty to Provide Information.  The Manager shall provide copies of the completed Feasibility Report to each of the Members forthwith upon receipt, together with copies of all of the latest Business Information, including technical data and information generated or received by the Manager from any Programs which is not contained in the Feasibility Report.

14.3

Independent Preparation of Feasibility Report.  Notwithstanding the provisions of Section 14.1, if a Member (the “Proponent”) is of the view that a Feasibility Report should be prepared, such Member will give notice thereof to the Manager and the Manager will call a Management Committee meeting to consider the matter.  If the Management Committee fails to approve the preparation of the Feasibility Report supported by the Proponent, the Proponent may, either alone or with other parties, at its or their sole cost, prepare a Feasibility Report.  If such Feasibility Report indicates that production from the Property would be profitable to the Proponent, the Proponent will deliver the Feasibility Report to the Manager who will then call a Management Committee meeting to consider the Proponent’s Feasibility Report.  If the Management Committee adopts the Feasibil ity Report it will become a Feasibility Report for all purposes, and the non-contributing Member may either pay the Proponent an amount equal to one hundred and fifty percent (150%) of their respective proportionate costs of the preparation of the Feasibility Report, or will suffer reduction of their respective Ownership Interests pursuant to Section 15.4.

ARTICLE XV
ELECTION TO PARTICIPATE AND CONTRIBUTIONS TO CONSTRUCTION COSTS

15.1

Payment of Construction Costs.  Each Member with an Ownership Interest may, within six (6) months of the receipt of the Feasibility Report together with an estimate of Construction Costs, give the Manager notice committing to contribute its Proportionate Share of Construction Costs to the Company.  If after six (6) months from the delivery of the Feasibility Report, a Member has either provided the Manager with notice that it will not contribute Construction Costs to the Company, or has not provided any notice at all (hereinafter referred to as the “Departing Participant”), the other Member (the “Remaining Participant”) shall be entitled to commence construction and development, in which case it shall be obligated to purchase, and the Departing Participant shall be obligated to sell, the Departing Participant’s Ownership Interest, for fair market value, as determined by the procedure set forth in Section 15.3.

15.2

Operative Date Ownership Interest.  On the Operative Date, the Members’ respective Ownership Interests and Costs contributed will be deemed to be as follows:

	Deemed Costs up to Operative Date	Interest
Yellowcake	$9,000,000	80%
Strathmore	$2,250,000	20%

15.3

Fair Market Value of Departing Participant’s Ownership Interest.  The fair market value of the Ownership Interest of the Departing Participant shall be determined by a panel of two qualified independent investment banking firms one of which shall be retained by the Departing Participant and one of which shall be retained by the Remaining Participant.  Each independent investment banking firm shall submit their determination of fair market value within ninety (90) days from their date of retention.  If the higher determination is not more than one hundred and ten percent (110%) of the lower determination, the Fair Market Value shall be the average of the two determinations.  If the higher determination is greater than one hundred and ten percent (110%) of the lower determination, the two independent investment banking firms shall appoint a third independent banking fi rm whose determination of the fair market value of the Departing Participant’s Ownership Interest shall be the fair market value.  The Remaining Participant shall pay the Departing Participant the fair market value for the Departing Participant’s Ownership Interest within ninety (90) days from the date the evaluation, or such other date as agreed to between the parties, and the Departing Participant will transfer all of its legal and beneficial title to the Property and Assets upon such payment.  For purposes of determining the amount to be paid to the Departing Participant, if the Departing Participant is Yellowcake, the value of the Yellowcake Shares, plus the amount up to Five Hundred Thousand Dollars ($500,000) that has not been distributed to Strathmore pursuant to Section 5.2, shall be deducted from the Fair Market Value of Yellowcake’s Ownership Interest.  If the Departing Participant is Strathmore, the amount up to Five Hundred Thousand Dollars ($500,000) that has not be en distributed to Strathmore pursuant to Section 5.2, shall be added to the Fair Market Value of Strathmore’s Ownership Interest and the Company shall distribute to Strathmore the Yellowcake Shares.  

15.4

Adjustment of Ownership Interest.  If after the Members elect to contribute their Proportionate Share of the Construction Costs, a Member fails to do so for any reason, the Ownership Interest of each Participant will be increased and that of each non-Participant will be decreased as Construction Costs are incurred so that the Ownership Interest of each Member at all times is that percentage which is equivalent to

(a)

the sum of (i) its Deemed Costs up to the Operative Date and (ii) its contribution to Construction Costs;

divided by

(b)

the sum of (i) the Deemed Costs of Yellowcake and Strathmore, and (ii) the total Construction Costs of all Members;

multiplied by

(c)

One Hundred (100).

Then, at the Completion Date, each non-Participant will be deemed to have assigned and conveyed its Ownership Interest to the remaining Participants, if more than one then in proportion to their respective Ownership Interests.

15.5

Minimum Ownership Interest Requirement.  If the effect of the application of Section 15.4 reduces any Member’s Ownership Interest to ten percent (10%) or less, that Member will forfeit its entire Ownership Interest to the remaining Participants and will instead be granted a three percent (3%) Royalty calculated in accordance with Exhibit C.

15.6

Implementation of Feasibility Report.  Once the Members elect to contribute their Proportionate Share of the Construction Costs, the Participants will diligently proceed with bringing a Mine into production in substantial conformity with the Feasibility Report.  If the Participants fail to commence the implementation of the Feasibility Report within twelve (12) months of Construction Costs being fully committed,(for reasons other than general economic conditions in the mining industry), any Member which forfeited the right to contribute to Construction Costs pursuant to Section 15.1 will have the right, exercisable in the thirty (30) days following the expiration of such twelve (12) month period, to reacquire from the remaining Participants not less than all of its Ownership Interest as last held, by paying its Proportionate Share of Construction Costs incurred to the end of such t welve (12) month period (together with interest at the Prime Rate, plus two percent (2%)) to the remaining Participants in proportion to their respective Ownership Interests.

15.7

During the twelve (12) month period referred to in Section 15.6, neither the Manager nor any Participant will be obliged to provide any non-Participant with the results of any work carried out on the Property, the Participants’ sole obligation during such period being to provide any non-Participant, on the written request of such non-Participant made only once during the said twelve (12) months, with a summary of the nature of the work carried out and the total Costs thereof.

ARTICLE XVI
CONSTRUCTION PERIOD

16.1

Construction.  Subject to Section 16.5, the Management Committee will cause the Manager to, and the Manager will, proceed with Construction with all reasonable dispatch after a Notice of Election to Contribute has been given.  Construction will be substantially in the accordance with the Feasibility Report, subject to the right of the Management Committee to cause such other reasonable variations in Construction to be made as the Management Committee, deems necessary and advisable.

16.2

Programs.  The Manager will prepare draft Programs for consideration by the Management Committee, and approval by Yellowcake.  Unless otherwise agreed to by the Management Committee, each Program will cover a calendar year.  The draft Program will contain a statement in reasonable detail of the proposed Mining Operations, estimates of all Construction Costs to be incurred and an estimate of the time when they will be incurred, and will be delivered to each Participant by no later than sixty (60) days prior to the period to which the draft Program relates.  Each draft Program will be accompanied by such reports and data as are reasonably necessary for each Member to evaluate and assess the results from the Program for the then current year and, to the extent not previously delivered, from earlier Programs.

(a)

The Management Committee will review the draft Program prepared and, if it agrees, adopt the Program with such modifications, if any, as the Management Committee deems necessary.  The Manager will be entitled to an allowance for a Cost overrun of twenty five percent (25%) in addition to any budgeted Construction Costs and any Costs so incurred will be deemed to be included in the Program, as adopted.

16.3

Funding of Construction.  Once the Program is adopted by the Members, the Members will fund the Program in accordance with their pro-rata interests in the Company.  If any Member elects not to contribute to a Program, it will have its Ownership Interest diluted in the manner contemplated in Sections 15.4 and 15.5.

16.4

Invoices.  The Manager will be entitled to invoice the Parties:

(a)

no more frequently than monthly, the Exploration Costs incurred and paid by the Manager in carrying out a Program; or

(b)

not more than sixty (60) days in advance of requirements, estimated to be incurred and paid by the Manager in carrying out a Program.

Each invoice will be signed by a financial officer of the Manager.  The Parties will pay to the Manager the amount invoiced within thirty (30) days of receipt of the invoice.

16.5

Suspension or Termination for Unfavorable Conditions.  Unless otherwise directed by the Management Committee, the Manager may suspend or terminate prematurely any Program when the Manager, in good faith, considers that conditions are not suitable for the proper continuation or completion of the Program or the results obtained to that time eliminate or substantially impair the technical rationale on which the Program was based.

(a)

If the Manager suspends or prematurely terminates a Program pursuant to Section 16.6, any funds advanced by Yellowcake for that Program in excess of the Construction Costs incurred prior to the suspension or premature termination, and such funds will be refunded within sixty (60) days of the suspension or premature termination.  Unless approved by Yellowcake, the Manager will be exclusively liable for the payment of all Costs incurred in excess of one hundred and twenty-five (125%) of any budgeted Construction Costs.

16.6

Failure to Pay Invoice.  If any Member, after having committed to contribute pursuant to Section 16.3, fails to pay an invoice within the thirty (30) day period referred to in Section 16.4 the Manager may by notice demand payment.  If no payment is made within the period of thirty (30) days next succeeding the receipt of the demand notice, that Member shall be deemed to have forfeited its right to contribute to any further Costs under this Agreement and it shall be deemed to have elected not to contribute to each Program subsequently conducted and accordingly, shall have its Ownership Interest reduced in the manner contemplated in Sections 15.4.

16.7

Refund.  The Manager shall expend all monies advanced by a Member rateably with the advances of the other Members.  If the Manager suspends or prematurely terminates a Program, any funds advanced by a Member in excess of that Member’s Proportionate Share of Construction Costs incurred prior to the suspension or premature termination shall be refunded within sixty (60) days of the suspension or premature termination.  Unless approved unanimously by the Management Committee, the Manager shall be exclusively liable for the payment of all Costs incurred in excess of one hundred and twenty-five percent (125%) of any budgeted Construction Costs.

16.8

Right to Re-contribute.  If any Program is altered, suspended or terminated prematurely so that the Construction Costs incurred on that Program as altered, suspended or terminated are less than eighty percent (80%) of the Construction Costs set out in the adopted Program, any Member which elected not to contribute to that Program shall be given notice of the alteration, suspension or termination by the Manager and shall be entitled to contribute its Proportionate Share of the Construction Costs incurred on that Program by payment thereof to the Manager within thirty (30) days after receipt of the notice, but shall not be entitled to review the results of the Program until it has made full payment.  If payment is not made by that Member within the thirty (30) days aforesaid it shall forfeit its right to contribute to that Program without a demand for payment being required to be mad e thereafter by the Management Committee.  If payment is made by that Member within the thirty (30) days as aforesaid, the Manager shall distribute the payment to the original participating Members pro rata according to their respective contributions to the Program, and shall deliver to the new participating Member copies, of all data previously delivered to the other Participants with respect to that Program

16.9

Failure to Submit Program.  If the Manager fails to submit a draft Program or a revised Program for a period of six (6) months from the date the last Program expired, the following shall apply:

(a)

the Manager shall not be entitled to submit a draft Program or revised Program for the subject period;

(b)

any participating Member other than the Manager, whose Interest is not less than twenty percent (20%) may, within fifteen (15) days following the date by which the Manager’s draft Program or revised Program was due, submit a draft Program (the “Non-Manager’s Program”) for the subject period for consideration by the Management Committee;

(c)

the Management Committee shall review the Non-Manager’s Program and, if it deems fit, adopt the Non-Manager’s Program with such modifications, if any, as the Management Committee deems necessary; the adopted Program shall then be submitted to the Members pursuant to Section 16.2;

(d)

if the Manager is a Member and elects to contribute to the Non-Manager’s Program, it shall remain as the Manager for the duration of the Non-Manager’s Program;

(e)

if the Manager is a Member and elects not to contribute to the Non-Manager’s Program, it shall cease to be the Manager for the duration of the Non-Manager’s Program, and the Management Committee shall appoint another Member as Manager; and

(f)

following the completion of the Non-Manager’s Program the former Manager shall, subject to the provisions of Sections 12.1, automatically become the Manager.

ARTICLE XVII
FINANCING OF MINE COSTS

17.1

Contribution of Mine Costs.  The contributions of the Members toward the Mine Costs will be individually and separately provided.

17.2

Financing Mine Costs.  Any Member may pledge, mortgage, charge or otherwise encumber its Ownership Interest in order to secure and borrow funds to be used by that Member for the sole purpose of enabling it to finance its participation under this Agreement or in order to secure by way of floating charge as a part of the general corporate assets of that Member’s borrowings for its general corporate purposes, provided that the pledgee, mortgagee, holder of the charge or encumbrance (in this Section 17.2 called the “Chargee”) will hold the same subject to the provisions of this Agreement and that if the Chargee realizes upon any of its security it will comply with this Agreement.  The Agreement between the Member hereto, as borrower, and the Chargee will contain specific provisions to the same effect as the provisions of this Section.

ARTICLE XVIII
OPERATION OF THE MINE

18.1

Mining Operations on Calendar Year.  Commencing on the Completion Date, all Mining Operations will be planned and conducted and all estimates, reports and statements will be prepared and made on the basis of a calendar year.

18.2

Operating Plan.  With the exception of the year in which the Completion Date occurs, an Operating Plan for each calendar year will be submitted by the Manager to the Members not later than November 1st in the year immediately preceding the calendar year to which the Operating Plan relates.  Each Operating Plan will contain the following:

(a)

a description of the proposed Mining Operations;

(b)

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

(c)

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

(d)

such other facts as may be necessary to reasonably illustrate the results intended to be achieved by the Operating Plan.

Upon request of any participating Member participating in the operation of the Mine (in this Article called “Participant”), the Manager will meet with that Participant to discuss the Operating Plan and will provide such additional or supplemental information as that Participant may reasonably require with respect thereto.

18.3

Adoption of Operating Plan.  The Management Committee will adopt each Operating Plan, with such changes as it deems necessary, by November 30 in the year immediately preceding the calendar year to which the Operating Plan relates; provided, however, that the Management Committee, by Special Majority, may from time to time and any time amend any Operating Plan.

18.4

Satisfaction of Continuing obligations.  The Manager will include in the estimate of Mine Costs referred to in Subsection 18.2(b) hereof the establishment of a trust or escrow fund providing for the reasonably estimated costs of satisfying continuing obligations that may remain after the permanent termination of Mining Operations, in excess of amounts actually expended.  Such continuing obligations are or will be incurred as a result of the operation of the Company and will include such things as monitoring, stabilization, reclamation or restoration obligations, severance and other employee benefit costs and all other obligations incurred or imposed as a result the operation of the Company which continue or arise after the permanent termination of Mining Operations, this Agreement and the Company and settlement of all accounts.  The payment of such continuing obligations will be made on the basis of units of production, and will be in amounts reasonably estimated to provide over the lifetime of proven and probable reserves funds adequate to pay for such reclamation and long term care and monitoring.  The Participants will contribute to the trust or escrow fund cash (or provide letters of credit or other forms of security readily convertible to cash in form approved by the Management Committee).  The amount contributed from time to time for the satisfaction of such continuing obligations will be classified as Costs hereunder but will be segregated into a separate account.

18.5

Invoices.  The Manager may invoice each Participant, from time to time, for that Participant’s Proportionate Share of Operating Costs incurred to the date of the invoice, or at the beginning of each month for an advance equal to that Participant’s Proportionate Share of the estimated cash disbursements to be made during the month.  Each Participant will pay its Proportionate Share of the Operating Costs or the estimated cash disbursements aforesaid to the Manager within thirty (30) days after receipt of the invoice.  If the payment or advance requested is not so made, the amount of the payment or advance will bear interest calculated monthly not in advance from the thirtieth (30th) day after the date of receipt of the invoice thereof by that Participant at a rate equivalent to the weighted average Prime Rate for the month plus 2% until paid.  The Manager will ha ve a lien on each Participant’s Interest in order to secure that payment or advance together with interest which has accrued thereon.

18.6

Failure to Pay Invoice.  If any Participant fails to pay an invoice contemplated in Section 18.5 within the thirty (30) day period aforesaid, the Manager may, by notice, demand payment.  If no payment is made within thirty (30) days of the Manager’s demand notice, the Manager may, without limiting its other rights at law, enforce the lien created by Section 18.5 by taking possession of all or any part of that Participant’s Ownership Interest.  The Manager may sell and dispose of the Ownership Interest which it has so taken into its possession by:

(a)

first offering that Ownership Interest to the other Participants, if more than one then in proportion to the respective Ownership Interests of the Participants who wish to accept that offer, for that price which is the fair market value stated in the lower of two appraisals obtained by the Manager from independent, well recognized appraisers competent in the appraisal of mining properties; and

(b)

if the Participants have not purchased all or part of that Ownership Interest as aforesaid, then by selling the balance, if any, either in whole or in part or in separate parcels at public auction or by private tender (the Participants being entitled to bid) at a time and on whatever terms the Manager will arrange, having first given notice to the defaulting Participant of the time and place of the sale.

As a condition of the sale as contemplated in Subsection 18.6(b), the purchaser will agree to be bound by this Agreement and, prior to acquiring the Ownership Interest, will deliver notice to that effect to the Members, in form acceptable to the Manager.  The proceeds of the sale will be applied by the Manager in payment of the amount due from the defaulting Participant and interest as aforesaid, and the balance remaining, if any, will be paid to the defaulting Participant after deducting reasonable costs of the sale.  Any sale or disposal made as aforesaid will be a perpetual bar both at law and in equity by the defaulting Participant and its successors and assigns against all other Participants.

ARTICLE XIX
AREA OF COMMON INTEREST

19.1

Requirement to Provide Notice of Acquisition.  If at any time during the term of the Company any Member or the Affiliate of any Member (in this Section only called in each case the “Acquiring Party”) stakes or otherwise acquires, directly or indirectly, any right to or interest in any mining claim, license, lease, grant, concession, permit, patent, or other mineral property located wholly or partly within the Area of Common Interest, the Acquiring Party will forthwith give notice to the other Member of that staking or acquisition, the total cost thereof and all details in the possession of that Member with respect to the details of the acquisition, the nature of the property and the known mineralization.

19.2

Election Relating to Area of Common Interest.  The Management Committee (the representative of the Acquiring Party not being entitled to vote with respect thereto) may, within thirty (30) days of receipt of the Acquiring Party’s notice, elect, by notice to the Acquiring Party, to require that the mineral properties and the right or interest acquired be included in and thereafter form part of the Property for all purposes of this Agreement.

19.3

Reimbursement of Costs.  If the election aforesaid is made, all the other Members will reimburse the Acquiring Party for that portion of the cost of acquisition which is equivalent to their respective Ownership Interests.

19.4

Failure to Make Election.  If the Management Committee does not make the election aforesaid within that period of thirty (30) days, the right or interest acquired will not form part of the Property and the Acquiring Party will be solely entitled thereto.

19.5

Surrender.  Notwithstanding Subsection 12.2(d)(vii), the Manager will be entitled, at any time and from time to time to surrender all or any part of the Property or to permit the same to lapse, but only upon first either obtaining the unanimous consent of the Management Committee, or giving sixty (60) days notice of its intention to do so to the other Members.  In this latter event, the Members, other than the Manager, will be entitled to receive from the Manager, on request prior to the date of the surrender or lapse, pro rata in accordance with their respective Ownership Interests, a conveyance of that portion of the Property intended for surrender or lapse, together with copies of any plans, assay maps, all drill records and factual engineering data in the Manager’s possession and relevant thereto.  Any part of the Property so acquired will cease to be subject to this Agreement and will not be subject to Section 19.2.  Any part of the Property which has not been so acquired by any of the Members will remain subject to Section 19.2.

ARTICLE XX
DISTRIBUTION IN KIND

20.1

Distributions.  It is expressly intended that, the business of the Company hereto will be limited to the efficient production of Minerals from the Property and related activities, and that each of the Members will be entitled to use, dispose of or otherwise deal with its Proportionate Share of Minerals as it sees fit.  Each Participant will take in kind, f.o.b. truck or railcar on the Property, and separately dispose of its Proportionate Share of the Minerals produced from the Mine.  From the time of delivery, each Participant will have ownership of and title to its Proportionate Share of Minerals separate from, and not as tenant in common with, the other Participants, and will bear all risk of loss of Minerals.  Extra costs and expenses incurred by reason of the Participants taking in kind and making separate dispositions will be paid by each Participant directly and not through the Manager or Management Committee.

20.2

Facilities Maintained by Members.  Each Participant will construct, operate and maintain, all at its own cost and expense, any and all facilities which may be necessary to receive and store and dispose of its Proportionate Share of the Minerals at the rate the same are produced.

20.3

Duty of Manager with Respect to Minerals.  If a Participant has not made the necessary arrangements to take in kind and store its share of production as aforesaid the Manager will, at the sole cost and risk of that Participant store, in any location where it will not interfere with Mining Operations, the production owned by that Participant.  The Manager and the other Members will be under no responsibility with respect thereto.  All of the Costs involved in arranging and providing storage will be billed directly to, and be the sole responsibility of the Participant whose share of production is so stored.  The Manager’s charges for such assistance and any other related matters will be billed directly to and be the sole responsibility of the Participant.  All such billings will be subject to the provisions of Sections 18.5 and 18.6 hereof.

20.4

If the Yellowcake Shares are to be distributed, they shall be distributed in-kind to Strathmore.

ARTICLE XXI
PROPERTIES

21.1

Production Royalties, Taxes and Other Payments Based on Production.  All required payments of production royalties, taxes based on production of Products, and other payments out of production to private parties and governmental entities, shall be determined and made by the Company in a timely manner and otherwise in accordance with applicable laws and agreements. The Manager shall furnish to the Members evidence of timely payment for all such required payments. In the event the Company fails to make any such required payment, any Member shall have the right to make such payment and shall thereby become subrogated to the rights of such third party; provided, however, that the making of any such payment on behalf of the Company shall not constitute acceptance by the paying Member of any liability to such third party for the underlying obligation.

21.2

Surrender of Properties.  Notwithstanding Subsection 12.2(d)(vii) the Manager will be entitled, at any time and from time to time to surrender all or any part of the Property or to permit the same to lapse, but only upon first either obtaining the unanimous consent of the Management Committee, or giving sixty (60) days notice of its intention to do so to the other Member.  In this latter event, the Member, other than the Manager, will be entitled to receive from the Manager, on request prior to the date of the surrender or lapse, pro rata in accordance with their respective Ownership Interests, a conveyance of that portion of the Property intended for surrender or lapse, together with and Business Information, including copies of any plans, assay maps, all drill records and factual engineering data in the Manager’s possession and relevant thereto.  Any part of the Propert y so acquired will cease to be subject to this Agreement and will not be subject to Section 21.2.  Any part of the Property which has not been so acquired by any of the Members will remain subject to Section 21.2.

ARTICLE XXII
TERMINATION OF MINING OPERATIONS

22.1

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

22.2

Termination of Mining.  The Manager may, at any time following a period of at least ninety (90) days during which Mining Operations have been suspended, upon at least thirty (30) days notice to all Participants, or in the events described in Section 22.1, recommend that the Management Committee approve the permanent termination of Mining Operations.  The Manager’s recommendation will include a plan and budget (in this Article XXII called the “Mine Closure Plan”), in reasonable detail, of the activities to be performed to close the Mine and reclaim and rehabilitate the Property, as required by applicable law, regulation or contract by reason of this Agreement.  The Management Committee may, by unanimous approval of the representatives of all Participants, approve the Manager’s recommendation with such changes to the Mine Closure Plan as the Management Commit tee deems necessary.

22.3

Effect of Mine Closure Plan.  If the Management Committee approves the Manager’s recommendation as aforesaid, it will cause the Manager to:

(a)

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

(b)

remove and dispose of such Assets as may reasonably be removed and disposed of profitably and such other Assets as the Manager may be required to remove pursuant to applicable Environmental and mining laws;

(c)

sell, abandon or otherwise dispose of the Assets and the Property for the best price reasonably obtainable; and

(d)

dissolve the Company in accordance with Article XXIII.

22.4

If the Management Committee does not approve the Manager’s recommendation contemplated in Section 22.2, the Manager will maintain Mining Operations in accordance with the Mine Maintenance Plan as pursuant to Section 22.1.

ARTICLE XXIII
TERM AND DISSOLUTION

23.1

Term.  Unless earlier terminated pursuant to this Agreement or by agreement of all Members, the term of the Company shall be perpetual.  Termination of this Agreement will not, however, relieve any Party from any obligations theretofore accrued but unsatisfied, nor from its obligations with respect to rehabilitation of the Mine site and reclamation.

23.2

Events of Dissolution.  The Company shall be dissolved upon the occurrence of any of the following:

(a)

upon the unanimous written agreement of the Members;

(b)

upon an event otherwise set forth in this Agreement; or

(c)

as otherwise provided by the Act.

23.3

Resignation. A Member may elect to resign from the Company by giving Notice to the other Members of the effective date of resignation, which shall be thirty (30) days after the date of the Notice.

(a)

Except as provided in Subsection 23.3(b), upon resignation by a Member, the resigning Member shall be deemed to have transferred to the remaining Members, in proportion to their respective Ownership Interests, all of its Ownership Interest, including all of its interest in the Assets and its Capital Account, without cost and free and clear of all Encumbrances arising by, through or under such resigning Member, except those described in Appendix I, if any, and those to which the Members have unanimously agreed.  The resigning Member shall execute and deliver all instruments as may be necessary in the reasonable judgment of the other Members to affect the transfer of its interests in the Company and the Assets to the other Members.  If within a sixty (60) day period all Members elect to withdraw, then the Company shall instead be deemed to have been terminated by the written agreement of the Members pursuant to Section  23.3(b).

(b)

If Strathmore elects to resign as a Member of the Company, the Yellowcake Shares and Five Hundred Thousand Dollars ($500,000), to the extent not previously distributed pursuant to Section 5.2, shall be distributed to Strathmore prior to the events of Subsection 23.3(a) taking place.

23.4

Disposition of Assets on Dissolution.  Promptly after dissolution under Section 23.2(b) or Section 21.2, the Manager shall take all action necessary to wind up the activities of the Company, in accordance with the following steps:

(a)

First, payment, or the making of reasonable provision for payment, of all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation) including the establishment of such adequate reserves for the payment and discharge of all debts, liabilities and obligations of the Company, including contingent, conditional or unmatured liabilities, in such amount and for such term as the liquidator(s) may reasonably determine; and

(b)

Second, any remaining proceeds of liquidation, and any assets that are to be distributed in kind, shall be distributed to the Members as promptly as practicable, but in any event within the time required by Treasury Regulations Section 1.704 1(b)(2)(ii)(b)(2), in accordance with their respective Ownership Interests; provided, that Strathmore shall receive up to Five Hundred Thousand Dollars ($500,000) to the extent not previously distributed to Strathmore pursuant to Section 5.2 and the Yellowcake Shares before the remaining assets of the Company are distributed to the Members in accordance with their Ownership Interests.

(c)

Except for the distribution of the Yellowcake Shares to Strathmore which shall be in-kind, the distribution of cash, cash equivalents and other property to a Member in accordance with the provisions of this Section 23.6 shall constitute a complete return to the Member of its capital contributions to the Company and a complete distribution to the Member of its interest in the Company and all the Company’s property, and shall constitute a compromise to which all Members have consented within the meaning of the Act.  All reasonable costs and expenses incurred in connection with the dissolution of the Company shall be expenses chargeable to the Business Account.

23.5

Filing of Certificate of Cancellation.  Upon completion of the winding up of the affairs of the Company, the Manager shall promptly file a Certificate of Cancellation with the Office of the Secretary of State of the State of Delaware.  If the Manager has not caused the dissolution of the Company, whether voluntarily or involuntarily, then a person selected by a majority vote of the remaining Members to wind up the affairs of the Company shall file the Certificate of Cancellation.

23.6

Right to Data After Dissolution.  After dissolution of the Company pursuant to Subsections 23.2(a), 23.2(b) or 23.2(c), each Member shall be entitled to make copies of all applicable information owned by the Company and acquired hereunder before the effective date of termination not previously furnished to it, but a bankrupt or resigning Member causing a dissolution of the Company shall not be entitled to any such copies.

23.7

Continuing Authority.  On dissolution of the Company pursuant to this Agreement, the Member that was the Manager prior to such dissolution (or the other Members in the event of a resignation by the Manager) shall have the power and authority to do all things on behalf of all Members that are reasonably necessary or convenient to: (a) wind up Operations, (b) complete any transaction and satisfy any obligation, unfinished or unsatisfied, at the time of such termination or resignation, if the transaction or obligation arises out of Operations prior to such termination or resignation, and (c) grant or receive extensions of time or change the method of payment of an already existing liability or obligation, prosecute and defend actions on behalf of the Company and any or all Members, encumber Assets, and take any other reasonable action in any matter with respect to which the former Members continue to have, or appear or are alleged to have, a common interest or a common liability.

ARTICLE XXIV
TAX MATTERS PARTNER

24.1

Designation of Tax Matters Partner. The Manager is hereby designated the tax matters partner (the “TMP”) as defined in section 6231(a)(7) of Code and shall be responsible for, make elections for, and prepare and file any federal and state tax returns or other required tax forms following approval of the Management Committee. In the event of any change in Manager, the Member serving as Manager at the end of a taxable year shall continue as TMP with respect to all matters concerning such year unless the TMP for that year is required to be changed pursuant to applicable Treasury Regulations. The TMP and the other Member shall use reasonable best efforts to comply with the responsibilities outlined in this  and in sections 6221 through 6233 of the Code (including any Treasury regulations promulgated thereunder) and in doing so shall incur no liability to any other party.

24.2

Expenses of Tax Matters Partner; Indemnification.  The Company shall indemnify and reimburse the TMP for all reasonable expenses, including legal and accounting fees, claims, liabilities, losses and damages incurred in connection with any administrative or judicial proceeding with respect to the tax liability of the Members attributable to the Company.  The  TMP shall be indemnified by the Company for all losses incurred as a result of its acting as TMP.

24.3

Notice. Each Member shall furnish the TMP with such information (including information specified in section 6230(e) of the Code) as it may reasonably request to permit it to provide the Internal Revenue Service with sufficient information to allow proper notice to the Members in accordance with section 6223 of the Code. The TMP shall keep each Member informed of all administrative and judicial proceedings for the adjustment at the partnership level of partnership items in accordance with section 6223(g) of the Code.

24.4

Inconsistent Treatment of Tax Item. If an administrative proceeding contemplated under section 6223 of the Code has begun, and the TMP so requests, each Member shall notify the TMP of its treatment of any partnership item on its federal income tax return that is inconsistent with the treatment of that item on the partnership return.

24.5

Extensions of Limitation Periods. The TMP shall not enter into any extension of the period of limitations as provided under section 6229 of the Code without first giving reasonable advance notice to the other Member of such intended action.

24.6

Requests for Administrative Adjustments. Neither Member shall file, pursuant to section 6227 of the Code, a request for an administrative adjustment of partnership items for any taxable year of the Company without first notifying the other Member. If the other Member agrees with the requested adjustment, the TMP shall file the request for administrative adjustment on behalf of the Company. If consent is not obtained within thirty (30) days after notice from the proposing Member, or within the period required to timely file the request for administrative adjustment, if shorter, either Member, including the TMP, may file that request for administrative adjustment on its own behalf.

24.7

Judicial Proceedings.  Either Member intending to file a petition under section 6226, 6228 or other sections of the Code with respect to any partnership item, or other tax matters involving the Company, shall notify the other Member of such intention and the nature of the contemplated proceeding. If the TMP is the Member intending to file such petition, such notice shall be given within a reasonable time to allow the other Member to participate in the choosing of the forum in which such petition will be filed. If both Members do not agree on the appropriate forum, then the appropriate forum shall be decided in accordance with Article XXVI of this Agreement.  If either Member intends to seek review of any court decision rendered as a result of a proceeding instituted under the preceding part of this Paragraph, such Member shall notify the other Member of such intended action.

24.8

Settlements. The TMP shall not bind the other Member to a settlement agreement without first obtaining the written consent of any such Member. Either Member who enters into a settlement agreement for its own account with respect to any partnership items, as defined by section 6231(a)(3) of the Code, shall notify the other Member of such settlement agreement and its terms within ninety (90) days from the date of settlement.

24.9

Fees and Expenses. The TMP shall not engage legal counsel, certified public accountants, or others without the prior consent of the Management Committee. Either Member may engage legal counsel, certified public accountants, or others in its own behalf and at its sole cost and expense. Any reasonable item of expense, including but not limited to fees and expenses for legal counsel, certified public accountants, and others which the TMP incurs (after proper consent by the Management Committee as provided above) in connection with any audit, assessment, litigation, or other proceeding regarding any partnership item, shall constitute proper charges to the Business Account and shall be borne by the Members as any other item which constitutes a direct charge to the Business Account pursuant to the Agreement.

24.10

Survival. The provisions of the foregoing paragraphs, including but not limited to the obligation to pay fees and expenses contained in Section 24.2 above, shall survive the termination of the Company or the termination of either Member’s interest in the Company and shall remain binding on the Members for a period of time necessary to resolve with the Internal Revenue Service or the Department of the Treasury any and all matters regarding the federal income taxation of the Company for the applicable tax year(s).

ARTICLE XXV
CONFIDENTIALITY, OWNERSHIP, USE AND DISCLOSURE OF INFORMATION

25.1

Business Information.  All Business Information shall be owned jointly by the Members as their Ownership Interests are determined pursuant to this Agreement. Both before and after the termination of the Company, all Business Information may be used by either Member for any purpose, whether or not competitive with the Business, without consulting with, or obligation to, the other Member.  Except as provided in Section 25.3, or with the prior written consent of the other Member, each Member shall keep confidential and not disclose to any third party or the public any portion of the Business Information that constitutes Confidential Information.

25.2

Member Information.  In performing its obligations under this Agreement, neither Member shall be obligated to disclose any Member Information. If a Member elects to disclose Member Information in performing its obligations under this Agreement, such Member Information, together with all improvements, enhancements, refinements and incremental additions to such Member Information that are developed, conceived, originated or obtained by either Member in performing its obligation under this Agreement (“Enhancements”), shall be owned exclusively by the Member that originally developed, conceived, originated or obtained such Member Information. Each Member may use and enjoy the benefits of such Member Information and Enhancements in the conduct of the Business hereunder, but the Member that did not originally develop, conceive, originate or obtain such Member Information may not use such Member Information and Enhancements for any other purpose. Except as provided in Section 25.3, or with the prior written consent of the other Member, which consent may be withheld in such Member’s sole discretion, each Member shall keep confidential and not disclose to any third party or the public any portion of Member Information and Enhancements owned by the other Member that constitutes Confidential Information.

25.3

Permitted Disclosure of Confidential Business Information. Either Member may disclose Business Information that is Confidential Information:

(a)

To a Member’s officers, directors, partners, members, employees, Affiliates, shareholders, agents, attorneys, accountants, consultants, contractors, subcontractors or advisors, for the sole purpose of such Member’s performance of its obligations under this Agreement;

(b)

To any party to whom the disclosing Member contemplates a Transfer of all or any part of its Ownership Interest, for the sole purpose of evaluating the proposed Transfer;

(c)

To any actual or potential lender, underwriter or investor for the sole purpose of evaluating whether to make a loan to or investment in the disclosing Member; or

(d)

to a third party with whom the disclosing Member contemplates any independent business activity or operation.

The Member disclosing Confidential Information pursuant to this Section 25.3, shall disclose such Confidential Information to only those parties that have a bona fide need to have access to such Confidential Information for the purpose for which disclosure to such parties is permitted under this Section 25.3 and that have agreed in writing supplied to, and enforceable by, the other Member to protect the Confidential Information from further disclosure, to use such Confidential Information solely for such purpose and to otherwise be bound by the provisions of this Article XXII. Such writing shall not preclude parties described in Subsection 25.3(b) from discussing and completing a Transfer with the other Member. The Member disclosing Confidential Information shall be responsible and liable for any use or disclosure of the Confidential Information by such parties in violation of this Agreement and such other writing.< /P>

25.4

Disclosure Required by Law.  Notwithstanding anything contained in this Article, a Member may disclose any Confidential Information if, in the opinion of the disclosing Member’s legal counsel: (a) such disclosure is legally required to be made in a judicial, administrative or governmental proceeding pursuant to a valid subpoena or other applicable order; or (b) such disclosure is legally required to be made pursuant to the rules or regulations of a stock exchange or similar trading market applicable to the disclosing Member. Prior to any disclosure of Confidential Information under this Section 25.4, the disclosing Member shall give the other Member at least ten (10) days prior written notice (unless less time is permitted by such rules, regulations or proceeding) and, in making such disclosure, the disclosing Member shall disclose only that portion of Confidential Information requ ired to be disclosed and shall take all reasonable efforts to preserve the confidentiality thereof, including, without limitation, obtaining protective orders and supporting the other Member in intervention in any such proceeding.

ARTICLE XXVI
DISPUTES

26.1

Governing Law. Except for matters of title to the Properties or their Transfer, which shall be governed by the law of their situs, this Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware, without regard for any conflict of laws or choice of laws principles that would permit or require the application of the laws of any other jurisdiction.

26.2

Arbitration.  All disputes arising from or relating to this Agreement, including any dispute concerning the enforcement or construction of this Agreement, shall be decided and determined by arbitration in accordance with the provision of Chapter 57 of the Delaware Code and, as applicable, the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be administered by and conducted before a single arbitrator who must be an independent attorney licensed to practice law or an independent geologist or mining engineer who is recognized as having experience and knowledge of mining contract law and mining industry customs and practices. No person having a prior or existing attorney-client, business or family relationship with any of the parties or their principals shall be qualified to act as an arbitrator. The arbitration shall be held in Vancouver, British Columbia.  If any arbitration or other legal action or proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or substantially prevailing Member shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.

ARTICLE XXVII
GENERAL PROVISIONS

27.1

Notices. All notices, payments and other required or permitted communications (“Notices”) to either Member shall be in writing, and shall be addressed respectively as follows:

If to Yellowcake:

Attention:

Bill Tafuri  

Mailing Address :

598 - 999 Canada Place

Vancouver, BC V6C 3E1

Canada

Telephone :

Tel 778-856-8080

E-Mail :

email billtafuri@live.com

With a Copy to:

Nicole Byers

Mailing Address :

800 - 885 W Georgia Street

Vancouver, BC  V6C 3H1  Canada

E-Mail :

nmb@cwilson.com

If to Strathmore:

Attention:	Steven Kahn
Mailing Address :	2420 Watt Court Riverton, WY 82501
Telephone :	(250) 868-8140
Facsimile:	(250) 868-8493
E-Mail :	kahn1750@shaw.ca

With a Copy to:	Bob Wooder
Mailing Address :	595 Burrard Street P.O. Box 49314 Suite 2600, Three Bentall Centre Vancouver BC V7X 1L3 Canada
E-Mail :	bob.wooder@blakes.com

All Notices shall be given (a) by personal delivery to the Member, (b) by electronic communication, capable of producing a printed transmission, (c) by registered or certified mail return receipt requested, or (d) by overnight or other express courier service. All Notices shall be effective and shall be deemed given on the date of receipt at the principal address if received during normal business hours, and, if not received during normal business hours, on the next business day following receipt, or if by electronic communication, on the date of such communication. Either Member may change its address by Notice to the other Member.

27.2

Gender.  The singular shall include the plural, and the plural the singular wherever the context so requires, and the masculine, the feminine, and the neuter genders shall be mutually inclusive.

27.3

Headings.  The subject headings of the Sections and Subsections of this Agreement and the Paragraphs and Subparagraphs of the Exhibits to this Agreement are included for purposes of convenience only, and shall not affect the construction or interpretation of any of its provisions.

27.4

Waiver. The failure of either Member to insist on the strict performance of any provision of this Agreement or to exercise any right, power or remedy upon a breach hereof shall not constitute a waiver of any provision of this Agreement or limit such Member’s right thereafter to enforce any provision or exercise any right.

27.5

Modification. No modification of this Agreement shall be valid unless made in writing and duly executed by both Members.

27.6

Force Majeure.

(a)

Notwithstanding anything herein contained to the contrary, if any Participant is prevented from or delayed in performing any obligation under this Agreement, and such failure is occasioned by any cause beyond its reasonable control, excluding only lack of finances, then, subject to paragraph 27.6(b), the time for the observance of the condition or performance of the obligation in question will be extended for a period equivalent to the total period the cause of the prevention or delay persists or remains in effect regardless of the length of such total period.

(b)

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

(c)

The extension of time for the observance of conditions or performance of obligations as a result of force majeure will not relieve the Operator from its obligations to keep the Property in good standing pursuant to sub-paragraphs 12.2(d)(i) and 12.2(d)(viii).

27.7

Rule Against Perpetuities. The Members do not intend that there shall be any violation of the Rule Against Perpetuities, the Rule Against Unreasonable Restraints on the Alienation of Property, or any similar rule. Accordingly, if any right or option to acquire any interest in the Properties, in an Ownership Interest, in the Assets, or in any real property exists under this Agreement, such right or option must be exercised, if at all, so as to vest such interest within time periods permitted by applicable rules. If, however, any such violation should inadvertently occur, the Members hereby agree that a court shall reform that provision in such a way as to approximate most closely the intent of the Members within the limits permissible under such rules.

27.8

Further Assurances.  Each of the Members shall take, from time to time and without additional consideration, such further actions and execute such additional instruments as may be reasonably necessary or convenient to implement and carry out the intent and purpose of this Agreement or as may be reasonably required by lenders in connection with Project Financing.

27.9

Entire Agreement; Successors and Assigns.  This Agreement constitutes the entire agreement between the Members with respect to the subject matter hereof and replaces and supersedes all prior agreements including the LOI.  This Agreement shall be binding upon and inure to the benefit of the respective successors and permitted assigns of the Members.

27.10

Counterparts. This Agreement may be executed in any number of counterparts, and it shall not be necessary that the signatures of both Members be contained on any counterpart. Each counterpart shall be deemed an original, but all counterparts together shall constitute one and the same instrument.

27.11

Time is of the Essence.  Time is of the essence of this Agreement.

27.12

Savings Clause.  The parties agree that should any economic difference between this LLC Agreement and the Option and Joint Venture Agreement arise, the parties will make such adjustments necessary to place the parties in the desired economic position that would have occurred solely under the Option and Joint Venture Agreement, as the parties agree acting reasonably and in good faith.

27.13

Indemnification.  Stathmore agrees to indemnify and hold harmless Yellowcake, its officers, directors, stockholders, employees, agents and representatives from any and all U.S. federal tax obligations, interest or penalties related to the conversion event of the joint venture between Strathmore and Yellowcake into a limited liability company.

The remainder of this page in intentionally left blank.  Signatures appear on the following page.

#

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

#

APPENDIX I

THE PROPERTY

#

EXHIBIT A

DEFINITIONS

“Act” means the Delaware Limited Liability Company Act, 6 Del. C. 18-101 et seq.

“Accounting Procedures” means the procedure attached to this Agreement as Exhibit B.

“Affiliate” means any person, partnership, limited liability company, joint venture, corporation, or other form of enterprise which Controls, is Controlled by, or is under common Control with a Member.

“Agreement” means this Exploration, Development and Mining Limited Liability Company Operating Agreement, including all amendments and modifications, and all schedules and exhibits, all of which are incorporated by this reference.

“Approved Alternative” means a Development and Mining alternative selected by the Management Committee from various Development and Mining alternatives analyzed in the Pre-Feasibility Studies.

“Area of Common Interest” means that areas which is included within a five (5) mile perimeter around the outermost boundary of the mineral properties which constitute the Property as of the Operative Date.

“Assets” means the Properties, Products, Business Information, and all other real and personal property, tangible and intangible, including existing or after-acquired properties and all contract rights held for the benefit of the Members hereunder, but excluding the 9,000,000 common shares in the capital stock of Yellowcake.

“Budget” means a detailed estimate of all costs to be incurred and a schedule of cash advances to be made by the Members with respect to a Program.

“Business” means the conduct of the business of the Company in furtherance of the purposes set forth in Section 2.3 and in accordance with this Agreement.

“Business Account” means the account maintained by the Manager for the Business in accordance with Exhibit B.

“Business Information” means the terms of this Agreement, and any other agreement relating to the Business, the Existing Data, and all information and data, in whatever form and however communicated (including, without limitation, Confidential Information), developed, conceived, originated or obtained by either Member in performing its obligations under this Agreement. The term “Business Information” shall not include any improvements, enhancements, refinements or incremental additions to Member Information that are developed, conceived, originated or obtained by either Member in performing its obligations under this Agreement.

“Capital Account” means the account maintained for each Member in accordance with Article III.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company” means Juniper Ridge LLC, a Delaware limited liability company formed in accordance with, and governed by, this Agreement.

“Completion Date” means the date determined by the Management Committee on which it is demonstrated to the satisfaction of the Management Committee that the preparing and equipping of the Mine is complete and is the date on which commercial production commences.

“Confidential Information” means all information, data, knowledge and know-how (including, but not limited to, formulas, patterns, compilations, programs, devices, methods, techniques and processes) that derives independent economic value, actual or potential, as a result of not being generally known to, or readily ascertainable by, third parties and which is the subject of efforts that are reasonable under the circumstances to maintain its secrecy, including without limitation all analyses, interpretations, compilations, studies and evaluations of such information, data, knowledge and know-how generated or prepared by or on behalf of either Member.

“Conoco Files” means Strathmore’s database relating directly or indirectly to potential uranium bearing properties located in the state of Texas.  

“Construction” means every kind of work carried out during the Construction Period by the Manager in accordance with the Feasibility Report and as approved by the Management Committee.

“Construction Period” means, the date on which one or more Parties elect to contribute its Proportionate Share of Construction Costs, and ending on the Completion Date.

“Continuing Obligations” mean obligations or responsibilities that are reasonably expected to continue or arise after Mining Operations on a particular area of the Properties have ceased or are suspended, such as future monitoring, stabilization, or Environmental Compliance.

“Control” used as a verb means, when used with respect to an entity, the ability, directly or indirectly through one or more intermediaries, to direct or cause the direction of the management and policies of such entity through (i) the legal or beneficial ownership of voting securities or membership interests; (ii) the right to appoint managers, directors or corporate management; (iii) contract; (iv) operating agreement; (v) voting trust; or otherwise; and, when used with respect to a person, means the actual or legal ability to control the actions of another, through family relationship, agency, contract or otherwise; and “Control” used as a noun means an interest which gives the holder the ability to exercise any of the foregoing powers.

“Costs” means, except as to Prior Exploration Costs referred to in Section 13.5, all items of outlay and expense whatsoever, direct or indirect, with respect to Mining Operations, recorded by the Manager in accordance with this Agreement and will include all obligations and liabilities incurred or to be incurred with respect to the protection of the environment such as future decommissioning, reclamation and long-term care and monitoring, even if not then due and payable so long as the amounts can be estimated with reasonable accuracy, and whether or not a mine reclamation trust fund has been established.  Without limiting generality, the following categories of Costs will have the following meanings:

(i)

“Construction Costs” means those Costs recorded by the Manager during the Construction Period, including, without limitation, permitting costs, development costs, financing costs and the Manager’s fee contemplated in Article XVI.

(ii)

“Exploration Costs” means those Costs recorded by the Manager during the Exploration Period, including, without limitation, costs incurred for the Feasibility Report, permitting costs, development costs, and the Manager’s fee contemplated in Article XIII.

(iii)

“Mine Costs” includes any Exploration Costs incurred after the Operative Date, and all Construction Costs and Operating Costs; and

(iv)

“Operating Costs” means those Costs recorded by the Manager subsequent to the Completion Date to fund the Mining Operations.

“Development” means all preparation (other than Exploration) for the removal and recovery of Products, including any improvements to be used for the mining, handling, milling, processing, or other beneficiation of Products, and all related Environmental Compliance.

“Effective Date” means December 31, 2007.

“Encumbrance” or “Encumbrances” means mortgages, deeds of trust, security interests, pledges, liens, net profits interests, royalties or overriding royalty interests, other payments out of production, or other burdens of any nature.

“Environmental Compliance” means actions performed during or after Mining Operations to comply with the requirements of all Environmental Laws or contractual commitments related to reclamation of the Properties or other compliance with Environmental Laws.

“Environmental Laws” means Laws aimed at reclamation or restoration of the Properties; abatement of pollution; protection of the environment; protection of wildlife, including endangered species; ensuring public safety from environmental hazards; protection of cultural or historic resources; management, storage or control of hazardous materials and substances; releases or threatened releases of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances as wastes into the environment, including without limitation, ambient air, surface water and groundwater; and all other Laws relating to the manufacturing, processing, distribution, use, treatment, storage, disposal, handling or transport of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or wastes.

“Environmental Liabilities” means any and all claims, actions, causes of action, damages, losses, liabilities, obligations, penalties, judgments, amounts paid in settlement, assessments, costs, disbursements, or expenses (including, without limitation, attorneys’ fees and costs, experts’ fees and costs, and consultants’ fees and costs) of any kind or of any nature whatsoever that are asserted against either Member, by any person or entity other than the other Member, alleging liability (including, without limitation, liability for studies, testing or investigatory costs, cleanup costs, response costs, removal costs, remediation costs, containment costs, restoration costs, corrective action costs, closure costs, reclamation costs, natural resource damages, property damages, business losses, personal injuries, penalties or fines) arising out of, based on or resulting from (i) the presence, release, threatened release, discharge or emission into the environment of any hazardous materials or substances existing or arising on, beneath or above the Properties and/or emanating or migrating and/or threatening to emanate or migrate from the Properties to off-site properties; (ii) physical disturbance of the environment; or (iii) the violation or alleged violation of any Environmental Laws.

“Expansion” or “Modification” means (i) a material increase in mining or production capacity; (ii) a material change in the recovery process; or (iii) a material change in waste or tailings disposal methods. An increase or change shall be deemed “material” if it is anticipated to cost more than one hundred fifteen percent (115%) of original capital costs attributable to the Development of the mining or production capacity, recovery process or waste or tailings disposal facility to be expanded or modified.

“Exploration” means all activities directed toward ascertaining the existence, location, quantity, quality or commercial value of deposits of Products, including but not limited to additional drilling required after discovery of potentially commercial mineralization, and including related Environmental Compliance.

“Exploration Period” means the period beginning on the Effective Date and ending on the Operative Date.

“Feasibility Report” means a detailed report, in form and substance sufficient for presentation to arm’s length institutional lenders considering project financing, showing the feasibility of placing any part of the Property into commercial production as a Mine and will include a reasonable assessment of the various categories of ore reserves and their amenability to metallurgical treatment, a complete description of the work, equipment and supplies required to bring such part of the Property into commercial production and the estimated cost thereof, a description of the mining methods to be employed and a financial appraisal of the proposed operations and including at least the following:

(i)

a description of that part of the Property to be covered by the proposed Mine;

(ii)

the estimated recoverable reserves of Minerals and the estimated composition and content thereof;

(iii)

the proposed procedure for development, mining and production;

(iv)

results of ore amenability treatment tests (if any);

(v)

the nature and extent of the facilities proposed to be acquired, which may include mill facilities if the size, extent and location of the ore body makes such mill facilities feasible, in which event the study will also include a preliminary design for such mill;

(vi)

the total costs, including capital budget, which are reasonably required to purchase, construct and install all structures, machinery and equipment required for the proposed Mine, including a schedule of timing of such requirements;

(vii)

all environmental impact studies and costs of implementation;

(viii)

the period in which it is proposed the Property will be brought to commercial production; and

(ix)

such other data and information as are reasonably necessary to substantiate the existence of an ore deposit of sufficient size and grade to justify development of a mine, taking into account all relevant business, tax and other economic considerations including a cost comparison between purchasing or leasing and renting of facilities and equipment required for the operation of the Property as a Mine.

“Governmental Fees” means all location fees, mining claim rental fees, mining claim maintenance payments and similar payments required by Law to locate and hold unpatented mining claims.

“Initial Capital Contribution” means that contribution each Member has made or agrees to make pursuant to Section 3.1 of the Agreement.

“Law” or “Laws” means all applicable federal, state and local laws (statutory or common), rules, ordinances, regulations, grants, concessions, franchises, licenses, orders, directives, judgments, decrees, and other governmental restrictions, including permits and other similar requirements, whether legislative, municipal, administrative or judicial in nature.

“Management Committee” means the committee established under Article XI of the Agreement.

“Manager” means the party appointed under Article XII of the Agreement to manage Operations, or any successor Manager.

“Member” means Yellowcake or Strathmore, any permitted successor or assign of Yellowcake or Strathmore, or any other person admitted as a Member of the Company under this Agreement.

“Member Information” means all information, data, knowledge and know-how, in whatever form and however communicated (including, without limitation, Confidential Information), which, as shown by written records, was developed, conceived, originated or obtained by a Member: (a) prior to entering into this Agreement, or (b) independent of its performance under the terms of this Agreement.

“Mine” means the workings established and Assets acquired, including, without limiting generality, plant, mill, and concentrator installations, utilities, infrastructure, housing, and other facilities in order to bring the Property into commercial production.

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

“Mining” means the mining, extracting, producing, beneficiating, handling, milling or other processing of Products.

“Mining Operations” means every kind of work done by the Manager:

(i)

on or in respect of the Property in accordance with a Program or Operating Plan; or

(ii)

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

including, without limiting generality, investigating, prospecting, exploring, developing, property maintenance, preparing reports, estimates and studies, designing, equipping, improving, surveying, construction and mining, milling, concentrating, rehabilitation, reclamation, and environmental protection.

“Mining Operation Program” means a description in reasonable detail of Mining Operations to be conducted and objectives to be accomplished by the Manager for a period determined by the Management Committee as set forth in Article XIV.

“Net Gain” and Net Loss” means, except as except as specified below, for each Fiscal Year or other period, the income or loss of the Company for “book” or “capital account” purposes under Treas. Reg. §1.704-1(b)(2)(iv).  In particular, but without limitation, for each Allocation Period, “Net Gain” or “Net Loss” shall mean the Company’s taxable income or loss for such Allocation Period, determined in accordance with Section 703(a) of the Code (it being understood that for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Section 703(a)(1) of the Code shall be included in such taxable income or loss), with the following modifications:

(i)

income, gain or loss from, and cost recovery, amortization or depreciation deductions with respect to, any Book Property shall be computed by reference to the value of such Book Property as set forth in the books of the Company, all in accordance with the principles of Treas. Reg. §1.704-1(b)(2)(iv)(g), notwithstanding that the adjusted tax basis of such Book Property differs from such value;

(ii)

any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Net Gain or Net Loss pursuant to this definition shall be included in computing such Net Gain or Net Loss;

(iii)

any expenditures of the Company described in Section 705(a)(2)(B) of the Code or treated as Section 705(a)(2)(f) expenditures pursuant to Treas. Reg. §1.704-1(b)(2)(iv)(i) and that are not otherwise taken into account in computing Net Gain or Net Loss pursuant to this definition shall be treated as items of expense in computing such Net Gain or Net Loss;

(iv)

in the event that the value of any Company property is adjusted pursuant to Treas. Reg. §1.704-1(b)(2)(iv)(f), the amount of such adjustment shall be taken into account as gain or loss (as the case may be) from the disposition of such property for purposes of computing Net Gain and Net Loss;

(v)

to the extent (and only to the extent) that an adjustment made to the adjusted tax basis of any Company asset pursuant to Section 732, Section 734 or Section 743 of the Code is required to be taken into account in determining Capital Accounts pursuant to Treas. Reg. §1.704-1(b)(2)(iv)(m), the amount of such adjustment shall be treated as an item of gain or loss (as the case may be) for purposes of computing Net Gain or Net Loss; and

(vi)

all items of Company gross income, gain, loss, deduction or expense for such Allocation Period that are specially allocated pursuant to Section 4.2(b) shall be disregarded in computing such taxable income or loss (but the amount of such items available for allocation under Section 4.2(b) shall be determined by applying rules analogous to the modifications set forth in clauses (i) through (v) above).

“Operating Plan” means the annual plan of Mining Operations submitted pursuant to Section .

“Operative Date” means the date upon which Yellowcake becomes entitled to be vested in the entire eighty percent (80%) Ownership Interest in the Company.

“Option Period” means a period of time commencing on the Effective Date and terminating either upon the Operative Date, or such earlier date as this Agreement is terminated prior to the Operative Date, pursuant to Article III.

“Ownership Interest” means the percentage interest representing the ownership interest of a Member in the Company, and all other rights and obligations arising under this Agreement, as such interest may from time to time be adjusted hereunder.  The initial Ownership Interests of the Members are set forth in Section 6.1 of the Agreement.

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

“Party” or “Parties” means the Parties to this Agreement and their respective successor and permitted assigns which become Parties pursuant to this Agreement.

“Payout” means the date on which the Equity Account balance of each of the Members has become zero or a negative number, regardless of whether the Equity Account balance of either or both Members subsequently becomes a positive number. If one Member’s Equity Account balance becomes zero or a negative number before the other Member’s, “Payout” shall not occur until the date that the other Member’s Equity Account balance first becomes zero or a negative number.

“Permit” means any permit, license, approval or other authorization from any federal, tribal, state or local governmental or quasi governmental authority.

“Prime Rate” means the rate of interest per annum established from time to time by CitiBank as its reference of interest for the determination of interest rates that the CitiBank will charge to customers of varying degrees of credit worthiness in the United States for American Dollar demand loans made by it in the United States and designated by the CitiBank as its “prime rate”.

“Products” means all ores, minerals and mineral resources produced from the Properties.

“Program” means a work plan and budget of Mining Operations conducted during the Exploration Period and adopted pursuant to Section 13.1.

“Property” means the mineral property that are subject to this Agreement on or after the Effective Date, any additional mineral property that become part of the Property pursuant to this Agreement, the Minerals thereon, all information obtained from Mining Operations and those rights and benefits appurtenant to the Property that are acquired for the purpose of conducting Mining Operations.  The Property is more specifically identified in Appendix I.

“Proportionate Share” means that share which is equal to a Member’s Ownership Interest.

“Royalty” means the royalty referred to in 8.7 and Exhibit C.

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

“Special Majority” means a decision made by the Management Committee by more than sixty-six and six-tenths percent (66.6%) of the votes represented and entitled to be cast at a meeting thereof.

“$” or Dollar means United States Dollars.

“Transfer” means, when used as a verb, to sell, grant, assign or create an Encumbrance, pledge or otherwise convey, or dispose of or commit to do any of the foregoing, or to arrange for substitute performance by an Affiliate or third party, either directly or indirectly; and, when used as a noun, means such a sale, grant, assignment, Encumbrance, pledge or other conveyance or disposition, or such an arrangement.

“Yellowcake Shares” means nine million (9,000,000) common shares in the capital stock of Yellowcake Mining Inc.

EXHIBIT B

ACCOUNTING PROCEDURES

The financing and accounting procedures to be followed by the Manager and the Members under the Agreement are set forth below. All capitalized terms in these Accounting Procedures shall have the definition attributed to them in the Agreement, unless defined otherwise herein.

The purpose of these Accounting Procedures is to establish equitable methods for determining charges and credits applicable to Mining Operations. It is the intent of the Members that neither of them shall lose or profit by reason of the designation of one of them to exercise the duties and responsibilities of the Manager. The Members shall meet and in good faith endeavor to agree upon changes deemed necessary to correct any unfairness or inequity. In the event of a conflict between the provisions of these Accounting Procedures and those of the Agreement, the provisions of the Agreement shall control.

ARTICLE 1
INTERPRETATION

1.1

Terms defined in the Agreement will, subject to any contrary intention, have the same meanings herein.  In this Exhibit the following words, phrases and expressions will have the following meanings:

(a)

“Agreement” means the Agreement to which this Accounting Procedure is attached as Exhibit B.

(b)

“Count” means a physical inventory count.

(c)

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

(d)

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

(e)

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

(f)

“Government Contributions” means the cost or contributions made by the Manager pursuant to assessments imposed by governmental authority which are applicable to the salaries or wages of Employees or Personnel, as the case may be.

(g)

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

(h)

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

(i)

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

(j)

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

(k)

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

ARTICLE 2
STATEMENTS AND BILLINGS

2.1

The Manager will, by invoice, charge each Participant with its Proportionate Share of Exploration Costs and Mine Costs in the manner provided in the Agreement.

2.2

The Manager will deliver, with each invoice rendered for Costs incurred a statement indicating:

(a)

all charges or credits to the Joint Account relating to Controllable Material; and

(b)

all other charges and credits to the Joint Account summarized by appropriate classification indicative of the nature of the charges and credits.

2.3

The Manager will deliver with each invoice for an advance of Costs a statement indicating:

(a)

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

(b)

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

(c)

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

ARTICLE 3
DIRECT CHARGES

3.1

The Manager will charge the Joint Account with the following items:

(a)

Contractor’s Charges:  All costs directly relating to the Mining Operations incurred under contracts entered into by the Manager with third Parties.

(b)

Labour Charges:

(i)

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

(ii)

the Reasonable Expenses of the Employees; and

(iii)

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

(c)

Office Maintenance:

(i)

The cost or a pro rata portion of the costs, as the case may be, of maintaining and operating the Field Offices and the Supervision Offices.  The basis for charging the Joint Account for such maintenance costs will be as follows:

(A)

the expense of maintaining and operating Field Offices, less any revenue there from; and

(B)

that portion of maintaining and operating the Supervision Offices which is equal to

(I)

the anticipated total operating expenses of the Supervision Offices

divided by

(II)

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

multiplied by

(III)

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

(ii)

Without limiting the generality, the anticipated total operating expenses of the Supervision Offices will include:

(A)

the salaries and wages of the Manager’s Personnel which have been directly charged to the Supervision Offices;

(B)

the Reasonable Expense of the Personnel; and

(C)

Employee Benefits.

(iii)

The Manager will make an adjustment in respect of the Office Maintenance cost forthwith after the end of each Operating Year upon having determined the actual operating expenses and actual total staff man days referred to in clause 3.1(c)(i)(B) of this Exhibit B.

(d)

Material:  Material purchased or furnished by the Manager for use on the Property as provided under Section 4 of this Exhibit B

(e)

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

(f)

Service Charges:

(i)

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

(ii)

Use and service of equipment and facilities furnished by the Manager as provided in Subsection 4.4 of this Exhibit B.

(g)

Damages and Losses to Joint Property:  All costs necessary for the repair or replacement of Assets made necessary because of damages or losses by fire, flood, storms, theft, accident or other cause.  If the damage or loss is estimated by the Manager to exceed $10,000, the Manager will furnish each Participant with written particulars of the damages or losses incurred as soon as practicable after the damage or loss has been discovered.  The proceeds, if any, received on claims against any policies of insurance in respect of those damages or losses will be credited to the Joint Account.

(h)

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

(i)

Taxes:  All taxes, duties or assessments of every kind and nature(except income taxes) assessed or levied upon or in connection with the Property, the Mining Operations thereon, or the production there from, which have been paid by the Manager for the benefit of the Parties.

(j)

Insurance:  Net premiums paid for

(i)

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

(ii)

such other policies of insurance as the Manager may carry for the protection of the Parties in accordance with the Agreement; and

the applicable deductibles in event of an insured loss.

(k)

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

(l)

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

(m)

Other Expenditures:  Such other costs and expenses which are not covered or dealt with in the foregoing provisions of this Subsection 3.1 of this Exhibit B as are incurred with the approval of the Management Committee for Mining Operations or as may be contemplated in the Agreement.

ARTICLE 4
PURCHASE OF MATERIAL

4.1

Subject to Subsection 4.4 of this Exhibit B the Manager will purchase all Materials and procure all services required in the Mining Operations.

4.2

Materials purchased and services procured by the Manager directly for the Mining Operations will be charged to the Joint Account at the price paid by the Manager less all discounts actually received.

4.3

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

4.4

Notwithstanding the foregoing provisions of this Section 4, the Manager, after having obtained the prior approval of the Management Committee, will be entitled to supply for use in connection with the Mining Operations equipment and facilities which are owned by the Manager and to charge the Joint Account with such reasonable costs as are commensurate with the ownership and use thereof.

ARTICLE 5
DISPOSAL OF MATERIAL

5.1

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

5.2

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

5.3

Upon termination of the Agreement, the Management Committee may approve the division of any Material held by the Manager at that date, which Material may be taken by the Participants in kind or be taken by a Participant in lieu of a portion of its Proportionate Share of the net revenues received from the disposal of the Assets and Property.  If the division to a Participant be in lieu, it will be for such price and on such terms and conditions as the Management Committee may approve.

5.4

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

ARTICLE 6
INVENTORIES

6.1

The Manager will maintain records of Material in reasonable detail and records of Controllable Material in detail.

6.2

The Manager will perform Counts from time to time at reasonable intervals, and in any event at the end of each calendar year.  The independent external auditor of the Manager will be given reasonable notice of each Count, and will be given the opportunity to attend the Count.

6.3

Forthwith after performing a Count, the Manager will reconcile the inventory with the Joint Account.  The Manager will not be held accountable for any shortages of inventory except such shortages as may have arisen due to a lack of diligence on the part of the Manager.

ARTICLE 7
ADJUSTMENTS

7.1

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

7.2

The Manager will not adjust any invoice or statement in favour of itself after the expiration of twelve (12) months following the end of the calendar year to which the invoice or statement relates,

7.3

Notwithstanding Subsections 7.1 and 7.2 of this Exhibit B, the Manager may make adjustments to an invoice or statement which arises out of a Count of Material or Assets within sixty (60) days of the completion of the Count.

7.4

A Participant will be entitled upon notice to the Manager to request that the independent external auditor of the Manager provide that Participant with its opinion that any invoice or statement delivered pursuant to the Agreement in respect of the period referred to in Subsection 7.1 of this Exhibit B has been prepared in accordance with this Agreement.

7.5

The time for giving the audit opinion contemplated in Subsection 7.4 of this Exhibit B will not extend the time for the taking of exception to and making claims on the Manager for adjustment as provided in Subsection 7.1 of this Exhibit B.

7.6

The cost of the auditor’s opinion referred to in Subsection 7.4 of this Exhibit B will be solely for the account of the Participant requesting the auditor’s opinion, unless the audit disclosed a material error adverse to that Participant, in which case the cost will be solely for the account of the Manager.

7.7

Upon not less than ten (10) business days’ notice to the Manager, and no more frequently than twice during the currency of each Operating Plan, a Participant will be entitled to inspect the Joint Account, at the location(s) where such records are normally kept.  All costs incurred in carrying out such inspection will be borne by the Participant.  All disagreements or discrepancies identified by the Participant will be referred to the independent external auditor for final resolution.

EXHIBIT C

ROYALTY

1.

OBLIGATION

1.1

In accordance with Section 8.7, Yellowcake will pay Strathmore, a three percent (3%) Royalty on Yellowcake’s share of uranium extracted from the Property after the Completion Date, which Royalty will be calculated in accordance with this Exhibit C.

1.2

In the event any Ownership Interest has been diluted to a three percent (3%) Royalty pursuant to Section 15.5, that Royalty will be calculated in accordance with this Exhibit C.

1.3

Yellowcake will within sixty (60) days of the end of each calendar quarter, as and when any Royalty is available for distribution:

(a)

pay or cause to be paid to Strathmore the Royalty; and

(b)

deliver to Strathmore a statement indicating the amount of the Royalty to which that Strathmore is entitled;

1.4

The Parties agree that on the request of Strathmore, they will execute and deliver such documents as may be necessary to permit Strathmore to record its Royalty right against the Property.

2.

ROYALTY

2.1

“Royalty” means the net amount of money received by Yellowcake for its own account from the sale of uranium ore from the Property to a smelter or other ore buyer after deduction of the total of the following:

(a)

any smelter and/or refining charges;

(b)

government imposed production and ad valorem taxes (excluding taxes on income);

(c)

ore treatment charges, penalties and any and all charges made by the purchaser of ore or concentrates;

(d)

any and all transportation and insurance costs which may be incurred in connection with the transportation of ore or concentrates; and

(e)

all umpire charges which Yellowcake may be required to pay.

2.2

Payment of Royalty will be made quarterly within forty-five (45) days after the end of each fiscal quarter of the Mine and will be accompanied by unaudited financial statements pertaining to the Mining Operations carried out on the Property.  Within ninety (90) days after the end of each fiscal year the records relating to the calculation of Royalty for such year will be audited by the Manager’s external independent auditor and any resulting adjustments in the payment of Royally payable to Strathmore will be made forthwith.  A copy of the said auditor’s report and accompanying financial information will be delivered to Strathmore within thirty (30) days of the end of such ninety (90) day period.

2.3

Each annual audit will be final and not subject to adjustment unless Strathmore delivers to the Participant written exceptions in reasonable detail within six months after Strathmore receives the report.  Strathmore, or its representative duly authorized in writing, at its expense, will have the right to audit the books and records of Yellowcake related to Royalty to determine the accuracy of the report, but will not have access to any other books and records of Yellowcake.  The audit will be conducted by a chartered or certified public accountant of recognized standing.  Yellowcake will have the right to condition access to its books and records on execution of a written agreement by the auditor that all information will be held in confidence and used solely for purposes of audit and resolution of any disputes related to the report.  A copy of Strathmore’s report will be delivered to Yellowcake upon completion, and any discrepancy between the amount actually paid by Yellowcake and the amount which should have been paid according to Strathmore’s report will be paid forthwith, one Party to the other.  In the event that the said discrepancy is to the detriment of Strathmore and exceeds five percent (5%) of the amount actually paid by Yellowcake, then Yellowcake will pay the entire cost of the audit.

2.4

No error in accounting or calculation of the Royalty will be the basis for a claim of breach of fiduciary duty, or the like, or give rise to a claim for exemplary or punitive damages or for termination or rescission of the Agreement or the estate and rights in the Property and Assets acquired and held by the Parties under the terms of the Agreement.

YELLOWCAKE MINING INC., a Nevada corporation By
Its
STRATHMORE RESOURCES (U.S.) LTD, a Nevada corporation By
Its

EXHIBIT D

INSURANCE

Commencing on the Effective Date, the Management Committee will cause the Manager to place and maintain with a reputable insurer or insurers such insurance, if any, as the Management Committee in its discretion deems advisable in order to protect the Parties together with such other insurance as any Participant may by notice reasonably request.  The Manager will, upon the written request of any Participant, provide it with evidence of that insurance.  This requirement will not preclude any Party from placing, for its own account insurance for greater or other coverage than that placed by the Manager.

EX-99.5

Limited Liability Company Operating Agreement

of

AUC, LLC

This Limited Liability Company Operating Agreement dated as of January 3, 2008 (the “Effective Date”) is between American Uranium Corporation (“AUC”), a Nevada corporation, the address of which is 600 17^th Street, Suite 2800 South, Denver, CO 80202 and STATHMORE RESOURCES (US) LTD., (“Strathmore”), a Nevada corporation, the address of which is 2420 Watt Court, Riverton, Wyoming 82501.

RECITALS

A.

Strathmore is the owner of an undivided one hundred percent (100%) interest in mine property known as the Pinetree-Reno Creek ISR Property, situated in Campbell County, Wyoming, as more particularly described in Appendix B (the “Property”);

B.

By a Letter of Intent dated June 14, 2007 (the “LOI”) and by Option and Joint Venture Agreement effective August 20, 2007 (the “Option and JV Agreement”), Strathmore agreed to grant an exclusive option to AUC to acquire up to an undivided sixty percent (60%) interest in the Property, upon the terms set out herein (the “Option”);

C.

The parties acknowledge that notwithstanding section 28.2 of the Option and JV Agreement, a partnership was formed for United States tax purposes and it is the intent of the parties to continue to have the Company governed by Subchapter K of the Code.

D.

Strathmore and AUC have agreed to form and operate a limited liability company under the Delaware Limited Liability Company Act, 6 Del. C. 18-101, et seq. (the “Act”) to own and conduct the operations contemplated by Recitals A-B;

NOW THEREFORE, in consideration of the covenants and conditions contained herein, AUC and Strathmore agree as follows:

ARTICLE I

DEFINITIONS AND CROSS-REFERENCES

1.1

Definitions.  The terms defined in Appendix A and elsewhere herein shall have the defined meaning wherever used in this Agreement, including in Appendices Appendix.

1.2

Cross References.  References to “Appendices,” “Articles,” “Sections” and “Subsections refer to Appendices, Articles, Sections and Subsections of this Agreement.  References to “Paragraphs” and “Subparagraphs” refer to paragraphs and subparagraphs of the referenced Appendices.

ARTICLE II

NAME AND PURPOSES

2.1

Formation.  The Company will be duly organized pursuant to the Act and the provisions of this Agreement as a Delaware limited liability company by the filing of its Certificate of Formation (as defined in the Act) in the Office of the Secretary of the State of Delaware.

2.2

Name.  The name of the Company is “AUC LLC” and such other names complying with the Act as the Manager shall determine.  The Manager shall accomplish any filings or registrations required by jurisdictions in which the Company conducts its Business.

2.3

Purposes.  The Company is formed for the following purposes and no others, and shall serve as the exclusive means by which each of the Members accomplishes such purposes:

(a)

to conduct Exploration within the Property;

(b)

to evaluate the possible Development and Mining of the Property, and, if justified, to engage in Development and Mining;

(c)

to engage in Mining Operations on the Property and

(d)

to perform any other activity necessary, appropriate, or incidental to any of the foregoing purposes.

2.4

Limitation.  Unless the Members otherwise agree in writing, the Business of the Company shall be limited to the purposes described in Section 2.3, and nothing in this Agreement shall be construed to enlarge such purposes.

2.5

Registered Agent; Office.  The name of the Company’s registered agent in the State of Delaware is The Corporation Trust Company or such other person as the Manager may select in compliance with the Act from time to time.  The registered office of the Company in the State of Delaware shall be located at 1209 Orange Street, Wilmington, New Castle County, Delaware 19801 or at any other place within the State of Delaware at which The Corporation Trust Company shall maintain an office at which it acts as registered agent or such other office as the members may unanimously agree.  The principal office of the Company shall be at 2420 Watt Court, Riverton, Wyoming, 82501, or any other location, which the Management Committee shall unanimously agree.

ARTICLE III

CONTRIBUTIONS BY MEMBERS

3.1

Members’ Initial Capital Contributions.

(a)

Strathmore, as its Initial Capital Contribution, hereby contributes the Property described in Appendix B to the capital of the Company.

(b)

Subject to AUC’s resignation, as set forth in Section 3.2, AUC, as its Initial Capital Contribution, shall contribute:

(i)

An amount equal to one hundred percent (100%) of all expenditures incurred by Strathmore relating to the Property prior to May 12, 2007, up to a maximum of Three Hundred Thousand Dollars (US$300,000);

(ii)

An amount equal to any funds spent by Strathmore for the purpose of any additional property leases relating to the Property between May 12, 2007 and the Effective Date;

(iii)

Six Million (6,000,000) AUC Shares on the Effective Date;

(iv)

Initial Capital Contribution of Expenditure Costs of Thirty-three Million Dollars (US$33,000,000) as follows:

(A)

One Million Five Hundred Thousand Dollars (US$1,500,000) not later than the first (1^st) anniversary of the Effective Date;

(B)

a further One Million Five Hundred Thousand Dollars (US$1,500,000) not later than the second (2^nd) anniversary of the Effective Date;

(C)

a further Two Million Dollars (US$2,000,000) not later than the third (3^rd) anniversary of the Effective Date; and

(D)

subject to the terms of Section 6.3, a further Twenty-eight Million Dollars (US$28,000,000) not later than the sixth (6^th) anniversary of the Effective Date;

3.2

Failure to Make Initial Capital Contribution.  AUC’s failure to make its Initial Capital Contribution in accordance with the provisions of this Article III, if not cured by 5:00 p.m. (Pacific Time) on the seventh (7^th) day following the date on which such contribution is due, shall be deemed to be a resignation of AUC from the Company and the termination of its membership in the Company.  AUC’s resignation shall be effective upon such failure and lack of cure.  Upon the occurrence of a resignation and termination of membership under this Section 3.2, and except as otherwise provided herein, AUC shall have no further right, title or interest in the Company or the Assets and it shall take such actions as are necessary to ensure that all Assets are free and clear of any Encumbrances arising by, through or under it, except for such Encumbrances to which the Me mbers may have agreed.

3.3

Termination Prior to Operative Date.  At any time prior to the Operative Date, AUC may terminate this Agreement and the Option so long as it is not in default of any of its obligations under this Agreement, by giving thirty (30) days written notice to that effect to Strathmore and on receipt of such notice by Strathmore, or if the Option is terminated pursuant to Section 3.2, this Agreement will be of no further force or effect provided, however, that AUC will:

(a)

have the right and obligation to remove from the Property within six (6) months of the effective date of termination, all equipment erected, installed or brought upon the Property by or at the instance of AUC, unless such equipment was erected, installed or brought upon the Property in satisfaction of AUC’s obligations to contribute Expenditure Costs as set out in Section 3.1(b)(iv);

(b)

pay for any environmental clean-up or remediation costs or liability which have been incurred or arise from Mining Operations between the Effective Date up to the date this Agreement is terminated;

(c)

return any shares or other property which represents its Interest to Strathmore (excluding any Interest which AUC may have already earned pursuant to Section 6.1); and

(d)

deliver to Strathmore all technical information, surveys, data, reports, and other documents relating to the Property.

Notwithstanding a termination pursuant to this Section 3.3, AUC will continue to own any Interest that has vested pursuant to Section 6.1 prior to the date of termination.

3.4

Record Title.  Title to the Assets shall be held by the Company.  Each Member has the right to receive, forthwith upon making demand to the Manager, such documents as the Member may reasonably require to confirm the Assets and the Ownership Interests.

ARTICLE IV

CAPITAL ACCOUNTS

4.1

Establishment and Maintenance of Capital Accounts

(a)

A separate Capital Account shall be established for each Member on the books of the Company reflecting such Member’s capital contributions to the Company.  Each Member’s Capital Account shall be: (i) increased by any additional capital contributions made by such Member to the Company pursuant to the terms of this Agreement and such Member’s share of Net Gain and other items of income and gain allocated to such Member pursuant to Section 4.2; (ii) decreased by such Member’s share of Net Loss and other items of loss, deduction and expense allocated to such Member pursuant to Section 4.2 and the aggregate amount of all Distributable Cash distributed to such Member; and (iii) maintained in all respects in accordance with Section 704(b) of the Code and the Treasury Regulations issued thereunder.  Any references in this Agreement to the Capital A ccount of a Member shall be deemed to refer to such Capital Account as the same may be increased or decreased from time to time as set forth above.

(b)

Negative Capital Accounts.  Except as may be required by the Act or any other applicable Law, no Member shall be required to pay to the Company or the other Member any deficit or negative balance which may exist from time to time in such Member’s capital account.

(c)

Company Capital.  No Member shall be paid interest on any capital contribution to the Company or on such Member’s Capital Account, and no Member shall have any right (i) to demand the return of such Member’s capital contribution or any other distribution from the Company (whether upon resignation, withdrawal or otherwise), except upon dissolution of the Company pursuant to Article XXIII hereof, or (ii) to cause a partition of the Company’s Assets.

(d)

Capital Account Adjustment.  If the Members so agree, upon the occurrence of an event described in Treasury Regulations section 1.704-1(b)(2)(iv)(f)(5), the Capital Accounts shall be restated in accordance with Treasury Regulations section 1.704-1(b)(2)(iv)(f) to reflect the manner in which unrealized income, gain, loss or deduction inherent in the assets of the Company (that has not been reflected in the Capital Accounts previously) would be allocated between the Members if there were a taxable disposition of such assets for their fair market values, as determined in accordance with Subsection 4.1(a).  For purposes of Subsection 4.1(a), a Member shall be treated as contributing the portion of the book value of any property that is credited to the Member’s Capital Account pursuant to the preceding sentence.

(e)

Accounting for Distribution in Kind.  For purposes of maintaining Capital Accounts when Company property is distributed in kind: (i) the Company shall treat such property as if it had been sold for its fair market value on the date of distribution; (ii) any difference between such fair market value and the Company’s prior book value in such property for Capital Account purposes shall constitute Net Gain or Net Loss, as the case may be, for the Allocation Period ending on and including the date of such distribution and shall be allocated to the Capital Accounts of the Members pursuant to Section 4.2; and (iii) each Member’s Capital Account shall be reduced by the fair market value of the property distributed to such Member (net of any liabilities secured by such distributed property that such Member is considered to assume or take subject to under Section 752 of the C ode).

4.2

Allocations of Net Gains and Net Losses.

(a)

Except as otherwise provided in Subsection 4.2(b), Net Gains and Net Losses for each Fiscal Year (or other Allocation Period) shall be allocated in a manner such that the Capital Account of each Member, immediately after making such allocation, and after taking into account actual distributions made during, or with respect to, such Fiscal Year (or Allocation Period) is, as nearly as possible, equal (proportionately) to the distributions that would be made to such Member pursuant to Subsection 23.4(b) if the Company were dissolved, its affairs wound up and its assets sold for cash equal to their book value, all Company liabilities were satisfied (limited with respect to each nonrecourse liability to the book value of the assets securing such liability) and the net assets of the Company were distributed in accordance with Subsection 23.4(b) to the Members immediately after making such allocation.  Subject to the other provisions of this Article IV, an allocation to a Member of a share of Net Gain or Net Loss shall be treated as an allocation of the same share of each item of income, gain, loss or deduction that is taken into account in computing Net Gain or Net Loss.  As used herein, references to “book value” are references to, in the case of Book Property, the value of such Book Property as set forth in the books of the Company, in accordance with the principles of Treasury Regulations Section 1.704-1(b)(2)(iv)(g) and, in the case of property other than Book Property, the adjusted tax basis of such property.

(b)

Special Allocations.  Notwithstanding anything to the contrary in this agreement:  

(i)

Exploration Costs.  Except to the extent otherwise restricted by Section 617 of the Code and the Treasury Regulations promulgated thereunder, AUC shall be allocated tax deductions arising from Exploration Costs up to Thirty-three Million ($33,000,000.00), but limited by the capital contributions made by AUC and as expended for qualifying exploration activities.

(ii)

Depletion Deductions.  Deductions for depletion shall be allocated to the Members in accordance with the criteria set forth in the  Internal Revenue Code and Treasury Regulations.  The method for calculating depletion deductions shall be determined under one of the two methods set forth in Treasury Regulation section 1.611-1.  Once the amount of the depletion deduction has been determined at the Company level, AUC shall be allocated depletion deductions in an amount not less than which would have been allocable to AUC under any of the permissible depletion methods if it held a direct ownership interest in the Property.

(iii)

any nonrecourse deduction (within the meaning of Treasury Regulation Section 1.704-2(b)(1)) for an Allocation Period of the Company shall be allocated to the Members in accordance with their respective Capital Accounts at the beginning of such period.  If there is a net decrease in the Company’s minimum gain (as defined in Treasury Regulations Section 1.704-2(d)) during a Fiscal Year of the Company, then items of income and gain for such Fiscal Year (and, if necessary, for subsequent periods) shall be allocated to the Members in the manner and to the extent required by Treasury Regulations Section 1.704-2(f).  This clause is intended to constitute a “minimum gain chargeback” as provided by Treasury Regulations Section 1.704-2(f), and this clause shall be construed accordingly;

(iv)

any partner nonrecourse deduction (within the meaning of Treasury Regulations Section 1.704-2(i)(2)) shall be allocated in the manner specified in Treasury Regulations Section 1.704-2(i)(1), and, subject to the exceptions set forth in Treasury Regulations Section 1.704-2(i)(4), if there is a net decrease in partner nonrecourse debt minimum gain (within the meaning of Treasury Regulations sections 1.704-2(i)(2) and 1.704-2(i)(3)) during a Fiscal Year attributable to a partner nonrecourse debt (within the meaning of Treasury Regulations Section 1.704-2(b)(4)), then each Member with a share of partner nonrecourse debt minimum gain attributable to such partner nonrecourse debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5), shall be specially allocated items of income and gain for such Fiscal Year (and, if necessary, for subsequent periods) in an amount equal to such Membe r’s share of the net decrease in partner nonrecourse debt minimum gain for such period attributable to such partner nonrecourse debt (which share of such net decrease shall be determined under Treasury Regulations sections 1.704-2(i)(4) and 1.704-2(g)(2)).  This clause is intended to constitute a “chargeback of partner nonrecourse debt minimum gain” as provided by Treasury Regulations Section 1.704-2(i)(4), and this clause shall be construed accordingly;

(v)

in the event that a Member unexpectedly receives any adjustment, allocation or distribution described in Treasury Regulations sections 1.704-1 (b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain (consisting of a pro rata portion of each item of Company income, including gross income, and gain) shall be specially allocated to such Member in the manner required by Treasury Regulations Section 1.704-1(b)(2)(ii)(d) to eliminate, to the extent required by such regulation, the deficit in the Adjusted Capital Account of such Member as quickly as possible.  This clause is intended to constitute a “qualified income offset” as provided by Treasury Regulations Section 1.704-1(b)(2)(ii)(d), and this clause shall be construed accordingly;

(vi)

if the allocation of any item of income, gain, deduction or loss under this Agreement (A) does not have substantial economic effect under Treasury Regulations Section 1.704-1(b)(2) and (B) is not in accordance with the Members’ interests in the Company within the meaning of Treasury Regulations Section 1.704-1(b)(3), then such item shall be reallocated in such manner as (1) either to have substantial economic effect or to be in accordance with the Members’ interests in the Company and (2) to result as nearly as possible in the respective balances of the Capital Accounts that would have been obtained if such item had instead been allocated under the provisions of this Agreement without giving effect to the provisions of this clause (vi);

(vii)

if any amount is allocated pursuant to clauses (iii), (iv) (v)  and (vi) of this Subsection 4.2(b), then, notwithstanding anything to the contrary in this Agreement (but subject to the provisions of clauses (iii), (iv), (v) and (vi) of this Subsection 4.2(b)), income, gain, deduction and loss, or items thereof, thereafter shall be allocated in such manner and to such extent as may be necessary so that, after such allocation, the respective balances of the Capital Accounts as nearly as possible shall equal the balances that would have been obtained if the amount allocated pursuant to such clause (iii), (iv), (v) or (vi) and the amount allocated pursuant to this clause (vii) instead had been allocated under the provisions of this Agreement without giving effect to the provisions of such clause (iiii), (iv), (v) or (vi) or this clause (vii).

4.3

Allocation of Taxable Income and Loss.

(a)

Except as otherwise provided in this Section 4.3, the taxable income or loss of the Company (and items thereof) for any Allocation Period shall be allocated among the Members in proportion to and in the same manner as Net Gain, Net Loss and separate items of income, gain, loss and deduction are allocated among the Members for Capital Account purposes pursuant to the provisions of Section 4.2.  Except as otherwise provided in this Section 4.3, the allocable share of a Member for tax purposes in each specified item of income, gain, deduction and loss of the Company comprising Net Gain, Net Loss or an item allocated pursuant to Section 4.2 shall be the same as such Member’s allocable share of Net Gain, Net Loss or the corresponding item for such Fiscal Period.

(b)

In accordance with sections 704(b) and 704(c) of the Code and applicable Treasury Regulations, including Treasury Regulations Section 1.704-1(b)(4)(i), items of income, gain, deduction and loss with respect to any Book Property of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of the Book Property to the Company for federal income tax purposes and its book value.  In making allocations pursuant to this Subsection 4.3(b), Company shall apply the “remedial” method provided by Treasury Regulations Section 1.704-3(d).

(c)

To the extent of any recapture income resulting from the sale or other taxable disposition of assets of the Company, the amount of any gain from such disposition allocated to a Member (or a successor in interest) for federal income tax purposes pursuant to the above provisions shall be deemed to be recapture income to the extent that such Member has been allocated or has claimed any deduction directly or indirectly giving rise to the treatment of such gain as recapture income.

(d)

The items of income, gain, deduction and loss for tax purposes allocated to the Members pursuant to this Section 4.3 shall not be reflected in the Members’ Capital Accounts.

(e)

Pursuant to Treasury Regulations Section 1.752-3(a)(3), the Members hereby agree to allocate excess nonrecourse liabilities of the Company in accordance with their respective Ownership Interests.

4.4

Allocations to Transferred Interests.  Income, gains, losses, deductions and expenditures allocated to an Ownership Interest that is Transferred during a Fiscal Year shall be allocated to each Person who was the holder of such Ownership Interest during such Fiscal Year in a manner which takes into account the varying interests of the Members in the Company during such Fiscal Year, including by an allocation in proportion to the number of days that each such holder was recognized as the owner of such Ownership Interest during such Fiscal Year or by an interim closing of the books, or in any other manner permitted by Section 706 of the Code, as determined by the transferee and the transferor in their sole discretion; provided that any expenses incurred by the Company in allocating such items shall be borne by the transferee and the transferor.

ARTICLE V

DISTRIBUTIONS

5.1

General.  The Company shall make distributions to its Members as provided in this Article V; provided that the Company shall not make a distribution to any Member on account of such Member’s Ownership Interest if such distribution would violate Section 18-607 of the Act or other Law.

5.2

Distributions.  Unless the Members agree otherwise, the AUC Shares shall be distributed to Strathmore within twenty-four months of the Effective Date.  Further, up until the Operative Date, Strathmore shall be entitled to distributions equal to the amount of contributions made by AUC pursuant to Section 3.1(b)(i)-(iii).  After the Operative Date, distributions shall be made in accordance with Article XX.

5.3

Distributions Upon Dissolution.  Distributions upon dissolution of the Company shall be as provided in Article XXIII.

ARTICLE VI

INTERESTS OF MEMBERS

6.1.

Initial Ownership Interests.  Provided that AUC is not in default of obligations under Section 3.1, when AUC has contributed to the Company the sum of Twelve Million Three Hundred Seventy-five Thousand Dollars (US$12,375,000) of the Thirty-Three Million Dollars (US$33,000,000) in Expenditure Costs referred to in Section 3.1(b)(iv), AUC shall possess a twenty-two and one half percent (22.5%) Ownership Interest in the Company.  Subject to the terms of Section 6.3, when AUC has contributed to the Company, the remaining Twenty Million Six Hundred Twenty-five Thousand Dollars (US$20,625,000) in Expenditure Costs referred to in  Section 3.1(b)(iv), AUC shall possess an additional thirty-seven and one half percent (37.5%) Ownership Interest, for a total of a sixty percent (60%) Ownership Interest in the Company, and the Operative Date will be deemed to have occurred.  N o Ownership Interest in the Company shall vest in AUC until the first Twelve Million Three Hundred and Seventy-five Thousand Dollars ($12,375) of Expenditure Costs have been contributed.

After the contribution of the Expenditure Costs, the Members shall have the following Ownership Interests:

Member

Ownership Interest

AUC

60%

Strathmore

40%

During the Option Period, the Manager will keep the Property in good standing, free and clear of all Encumbrances resulting from its activities.

6.2

Changes in Ownership Interests.  The Ownership Interests shall be eliminated or changed as follows:

(a)

INTENTIONALLY DELETED.

(b)

If after the Operative Date and after the Parties elect to contribute their Proportionate Share of the Costs, a Party fails to do so for any reason, the Ownership Interest of each contributing Participant will be increased and that of each defaulting Participant will be decreased as Costs are incurred so that the Ownership Interest of each Party at all times is that percentage which is equivalent to:

(i)

the sum of (1) its Deemed Costs up to the relevant Operative Date and (2) its contribution to Costs;

divided by

(ii)

the sum of (1) the Deemed Costs of AUC and Strathmore, and (2) the total Costs of all the Parties;

multiplied by

(iii)

one hundred (100).

Then, at the Completion Date, each defaulting participant will be deemed to have assigned and conveyed its Ownership Interest to the contributing Participants and if there are more than one contributing Participant, then in proportion to their respective Ownership Interests.  If the effect of the application of this Subsection 6.2(b) reduces any Party’s Ownership Interest to three percent (3%) or less, it will forfeit its Ownership Interest to the remaining Participants for no additional consideration; or

(c)

Upon Transfer by a Member of all, or any portion thereof, of the Member’s Ownership Interest in accordance with this Agreement; or

(d)

Upon acquisition by either Strathmore or AUC of part or all of the Ownership Interest of the other, however arising.

6.3

Ownership and Contribution Based on Confirmation of Resources.

(a)

The Parties acknowledge and agree that the contribution set out in Section 3.1, whereby AUC may earn its sixty percent (60%) Ownership Interest, is based upon an understanding that the Property has at least thirteen million pounds (13,000,000 lbs.) of Measured, Indicated and/or Inferred Mineral Resources consisting of U₃O₈, based upon a cut-off grade of 0.025%.

(b)

Within sixty (60) days of the third anniversary of the Effective Date, the Manager will cause the Third Party Evaluation to be commenced using the polygonal method of sampling and resource calculation.   

(c)

Notwithstanding anything to the contrary contained herein, if the results of the Third Party Evaluation indicate that the Property has less than thirteen million pounds (13,000,000 lbs.) of Measured, Indicated and/or Inferred Mineral Resources at a cut-off grade of 0.025%, then the Parties agree that the Twenty-eight Million Dollars (US$28,000,000) in Expenditure Costs will be reduced in accordance with the following formula:

$28,000,000 x A / 13,000,000

(Where “A” is equal to the number of pounds of U₃O₈ calculated to be on the Property under the Third Party Evaluation)

6.4

Documentation of Adjustments to Ownership Interests.  Each Member’s Ownership Interest and related Capital Account balance shall be shown in the accounting records of the Company and any adjustments thereto shall be made monthly.  The Schedule of Members attached hereto shall be amended from time-to-time to reflect such changes.

ARTICLE VII

OBLIGATIONS OF STRATHMORE DURING THE OPTION PERIOD

7.1

Act as Manager.  During the Option Period Strathmore shall be the Manger of the Company and will be responsible for all administration, exploration, development and field operations with respect to the exploration and development of the Property.

7.2

Obligations of Strathmore.  During the Option Period, Strathmore shall:

(a)

between the Effective Date and the Operative Date while Programs are being carried out, use its best efforts to furnish AUC with monthly progress reports and with a final report within sixty (60) days following the conclusion of each Program.  The final report will show the Mining Operations performed and the results obtained and will be accompanied by a statement of Costs and copies of pertinent plans, assay maps, diamond drill records and other factual engineering data.  During the Construction Period and during the implementation of an Operating Plan Strathmore will provide monthly progress reports to the Participants, which reports will include information on any changes or developments affecting the Mine that the Strathmore considers are material;

(b)

maintain in good standing those mineral claims comprising the Property by the doing and filing of assessment work or the making of payments in lieu thereof, by the payment of taxes and rentals, and the performance of all other actions which may be necessary in that regard and in order to keep such mineral claims free and clear of all liens and other charges arising from Strathmore’s activities thereon except those at the time contested in good faith by Strathmore;

(c)

permit AUC, or its representative duly authorized in writing, at AUC’s expense, to visit and inspect the Property at all reasonable times and intervals, including data obtained by Strathmore as a result of its operations thereon, provided always that AUC or its representative will abide by the rules and regulations laid down by Strathmore relating to matters of safety and efficiency in its operations;

(d)

do all work and ensure that all work performed by Strathmore’s contractors on the Property is done in a good and workmanlike fashion and in accordance with all applicable laws, regulations, orders and ordinances of any governmental authority;

(e)

indemnify and save AUC harmless in respect of any and all costs, claims, liabilities and expenses arising out of the negligent performance by Strathmore of its activities on the Property;

(f)

indemnify and save AUC harmless in respect of any and all costs, claims, liabilities and expenses arising out of Mining Operations which were not approved by the Management Committee in accordance with the terms of this Agreement; and

(g)

deliver to AUC, forthwith upon receipt thereof, copies of all reports, maps, assay results and other technical data compiled by or prepared at the direction of Strathmore with respect to the Property, as well as regular reports as to the spending of the Expenditure Costs made by Strathmore.

ARTICLE VIII

RELATIONSHIP OF THE MEMBERS

8.1

Limitation on Authority of Members.  No Member is an agent of the company solely by virtue of being a Member, and no Member has authority to act for the Company solely by virtue of being a Member.  This Section 8.1 supersedes any authority granted to the Members pursuant to the Act.  Any Member that takes any action or binds the Company in violation of this Section 8.1 shall be solely responsible for any loss and expense incurred by the company as a result of the unauthorized action and shall indemnify and hold the Company harmless with respect to the loss or expense.

8.2

Accounting Principles.  The company’s accounting principles are set forth in attached Appendix C.

8.3

Federal Tax Elections and Allocations.  The Company shall be treated as a partnership for federal income tax purposes, and no Member shall take any action to alter such treatment. The Company shall make the following elections for purposes of all partnership income tax returns:  to use the _______ method of accounting;  pursuant to the provisions of section 706(1) of the Code, to use as its taxable year the year ending _______, and in connection therewith, Strathmore represents that its taxable year is the year ending _______ and AUC represents that its taxable year is the year ending _________; (iii) unless the Members unanimously agree otherwise, to deduct currently all development expenses to the extent possible under section 616 of the Code; (iv) unless the Members unanimously agree otherwise, to compute the allowance for depreciation in respect of all depreciable Assets using the maximum acceler ated tax depreciation method and the shortest life permissible or, at the election of the Manager, using the units of production method of depreciation; (v) to treat advance royalties as deductions from gross income for the year paid or accrued to the extent permitted by law; (vi) to adjust the basis of property of the Company under section 754 of the Code at the request of either Member; (vii) to amortize over the shortest permissible period all organizational expenditures and business start-up expenses under sections 195 and 709 of the Code; (viii) any other election required or permitted to be made by the Company under the Code or any state tax law shall be made as determined by the Management Committee; and (ix) each Member shall elect under section 617(a) of the Code to deduct currently all exploration expenses. Each Member reserves the right to capitalize its share of development and/or exploration expenses of the Company in accordance with section 59(e) of the Code, provided that a Member’s elect ion to capitalize all or any portion of such expenses shall not affect the Member’s Capital Account.  .

8.4

State Income Tax.  To the extent permissible under applicable law, the relationship of the Members shall be treated for state income tax purposes in the same manner as it is for federal income tax purposes.

8.5

Tax Returns.  An accounting firm mutually agreed upon by the Member shall be selected to prepare and file the tax returns required to be filed by or with respect to the Company.

8.6

Other Business Opportunities.  Except as expressly provided in this Agreement, and except for any activities involving or affecting the Area of Common Interest, each Member will have the right independently to engage in and receive full benefits from business activities, whether or not competitive with the Company, without consulting any other Member of the Company.  The doctrines of “corporate opportunity” or “business opportunity” will not be applied to any other activity, venture or operation of any Member and no Member will have any obligation to another Member or the Company with respect to any opportunity to acquire any assets outside of the Property at any time, or within the Property after termination of this Company.  Unless otherwise agreed in writing, no Member will have any obligation to mill, beneficiate or otherwise treat any Minerals or any other Member’s share of Minerals in any facility owned or controlled by such Member.

8.7

Insurance.  Commencing on the Effective Date, the Management Committee will cause the Manager to place and maintain with a reputable insurer or insurers such insurance, if any, as the Management Committee in its discretion deems advisable in order to protect the Members together with such other insurance as any Member may by notice reasonably request.  The Manager will, upon the written request of any Member, provide it with evidence of that insurance.  This Section 8.7 will not preclude any Party from placing, for its own account insurance for greater or other coverage than that placed by the Manager .

8.8

Waiver of Rights to Partition or Other Division of Assets.  The Members hereby waive and release all rights of partition, or of sale in lieu thereof, or other division of Assets, including any such rights provided by Law.

8.9

Bankruptcy of a Member.  If a Member is not a debtor-in-possession, such Member shall cease to have any power as a Member or Manager or any voting rights or rights of approval hereunder upon bankruptcy, insolvency, dissolution or assignment for the benefit of creditors of such Member, and its successor upon the occurrence of any such event shall have only the rights, powers and privileges of a transferee enumerated in Section 10.2 and shall be liable for all obligations of the Member under this Agreement.  In no event, however, shall a personal representative or successor become a substitute Member unless the requirements of Section 10.2 are satisfied.  Any bankruptcy, insolvency, dissolution or assignment for the benefit of creditors with respect to any direct or indirect parent company of the Manager shall not affect the Manager’s rights hereunder; provided that if such parent becomes subject to a bankruptcy, insolvency, dissolution or assignment for the benefit of creditors which materially impairs the ability of the Manager to perform its obligations hereunder or results in withdrawal of any material Permit or any additional condition being placed on any Permit which materially adversely affects the ability of the Company to conduct Mining Operations at the Property, the non-Manager Members shall have the right to replace the Manager in accordance with Section 12.3.

8.10

No Certificate.  The Company shall not issue certificates representing Ownership Interests in the Company.

8.11

Disposition of Production.  Neither Member shall have any obligation to account to the other Member for, nor have any interest or right of participation in any profits or proceeds nor have any obligation to share in any losses from futures contracts, forward sales, trading in puts, calls, options or any similar hedging, price protection or marketing mechanism employed by a Member with respect to its proportionate share of any Products produced or to be produced from the Property.

8.12

Limitation of Liability.  The Members shall not be required to make any contribution to the capital of the Company except as otherwise provided in this Agreement, nor shall the Members in their capacity as Members or Manager be bound by, or liable for, any debt, liability or obligation of the Company whether arising in contract, tort, or otherwise, except as expressly provided by this Agreement.  The Members shall be under no obligation to restore a deficit Capital Account upon the dissolution of the Company or the liquidation of any of their Ownership Interests.

8.13

Indemnities.  The Company may, and shall have the power to, indemnify and hold harmless any Member or Manager or other person from and against any and all claims and demands whatsoever arising from or related to the Business, the Company or a Member’s membership in the Company.

8.14

No Third Party Beneficiary Rights.  This Agreement shall be construed to benefit the Members and their respective successors and permitted assigns only, and shall not be construed to create third party beneficiary rights in any other party or in any governmental organization or agency.

8.15

Costs.  Except as otherwise provided in this Agreement, the Parties will bear all Costs and all liabilities, including Environmental Liabilities, arising under this Agreement (related to the Property only) in proportion to their respective Ownership Interests

8.16

Use of Member’s Name.  No Member will, except when required by this Agreement or by any Law, by-law, ordinance, rule, order or regulation, use, suffer or permit to be used, directly or indirectly, the name of any other Member for any purpose related to the Property or this Agreement.

8.17

Public Filing of this Agreement.  This Agreement, or a memorandum of this Agreement, will, upon the written request of any Member, be recorded in the office of any governmental agency so requested, in order to give notice to third parties of the interests of the Members in the Company and this Agreement and the Company’s interest in the Property.  Each Member hereby covenants and agrees with the requesting Member to execute such documents as may be necessary to perfect such recording.

8.18

Access to Information and Data.  At all times during the term of the Company the duly authorized representatives of each Member will, at its and their sole risk and expense and at reasonable intervals and times, have access to the Property and to all information and documents, including without limitation, technical and proprietary information and know-how relating to the Property, information relating to the exploration, development and extraction of minerals from the Property, project, data files and library resources relating to the Property.   All information and data concerning or derived from the Mining Operations will be kept confidential and, except to the extent required by law or by regulation of any applicable securities commission or stock exchange, will not be disclosed to any person other than an Affiliate without the prior consent of all Members, which consent will not be unreasonably withheld.  The text of any news releases or other public statements which a Member intends to make with respect to the Property or this Agreement will be made available to the other Members for their approval prior to publication.

ARTICLE IX

REPRESENTATIONS AND WARRANTIES

9.1

Representations of Parties.  Each Party represents and warrants to the other parties hereto that:

(a)

it is a company duly incorporated, organized and validly subsisting under the laws of its incorporating jurisdiction;

(b)

it has full power and authority to carry on its business and to enter into this Agreement and any agreement or instrument referred to or contemplated by this Agreement;

(c)

neither the execution and delivery of this Agreement nor any of the agreements referred to herein or contemplated hereby, nor the consummation of the transactions hereby contemplated conflict with, result in the breach of or accelerate the performance required by, any agreement to which it is a Party; and

(d)

the execution and delivery of this Agreement and the agreements contemplated hereby will not violate or result in the breach of the laws of any jurisdiction applicable or pertaining thereto or of its constating documents.

9.2

Additional Representations by Strathmore.  Strathmore represents and warrants to AUC that:

(a)

Prior to the transfer of the Property to the Company, Strathmore, or an agent of Strathmore, is the legal or beneficial holder of a one hundred percent (100%) undivided interest in the Property;

(b)

to the best of the knowledge of Strathmore, the Property is free and clear of all liens and encumbrances, and is in good standing under the mining laws of the State of Wyoming and the United States of America;

(c)

to the best of the knowledge of Strathmore, all of the mineral rising the Property have been located in accordance with the mining laws of the State of Wyoming and the United States of America, and in accordance with local customs, rules and regulations; and

(d)

there is no litigation, proceeding or investigation pending or threatened against Strathmore with respect to the Property, nor does Strathmore know, or have any grounds to know after due enquiry, of any basis for any litigation, proceeding or investigation which would affect the Property.

9.3

The representations, warranties and covenants herein­before set out are conditions on which the Parties have relied in entering into this Agreement and will survive the acquisition of any interest in the Property by AUC and each Party will indemnify and save the other harmless from all loss, damage, cause, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by them and contained in this Agreement.

ARTICLE X

TRANSFER OF INTEREST; PREEMPTIVE RIGHT

10.1

General.  A Member shall not have the right to Transfer to a third party its Ownership Interest, or any beneficial interest therein, except as provided in this Article X.  Any purported or attempted Transfer not complying with this Article X shall be void.

10.2

Limitations on Free Transferability.  Any Transfer by any Member under Section 10.1 shall be subject to the following limitations:

(a)

no Member shall Transfer any beneficial interest in the Company (including, but not limited to, any royalty, profits, or other interest in the Products) except in conjunction with the Transfer of part or all of its Ownership Interest;

(b)

no transferee of all or any part of a Member’s Ownership Interest shall have the rights of a Member unless and until the transferring Member has provided to the other Member notice of the Transfer, and, except as provided in Subsection 10.2(f), the transferee, as of the effective date of the Transfer, has committed in writing to assume and be bound by this Agreement to the same extent as the transferring Member;

(c)

no Member, without the consent of the other Member, shall make a Transfer that shall violate any Law, or result in the cancellation of any permits, licenses, or other similar authorization;

(d)

no Transfer permitted by this Article X shall relieve the transferring Member of any liability of such transferring Member under this Agreement, whether accruing before or after such Transfer;

(e)

Any Member that makes a Transfer that shall cause termination of the tax partnership established by Section 8.3 ­shall indemnify the other Member for, from and against any and all loss, cost, expense, damage, liability or claim therefore arising from the Transfer, including without limitation any increase in taxes, interest and penalties or decrease in credits caused by such termination and any tax on indemnification proceeds received by the indemnified Member;

(f)

if the Transfer is the grant of an Encumbrance on an Ownership Interest to secure a loan or other indebtedness of any Member in a bona fide transaction, other than a transaction approved unanimously by the Management Committee or Project Financing approved by the Management Committee, such Encumbrance shall be granted only in connection with such Member’s financing payment or performance of that Member’s obligations under this Agreement and shall be subject to the terms of this Agreement and the rights and interests of the other Member hereunder.  Any such Encumbrance shall be further subject to the condition that the holder of such Encumbrance (“Chargee”) first enters into a written agreement with the other Member in form satisfactory to the other Member, acting reasonably, binding upon the Chargee, to the effect that: (i) the Chargee shall not enter into possession or institute any proceedings for foreclosure or partition of the encumbering Member’s Ownership Interest and that such Encumbrance shall be subject to the provisions of this Agreement; (ii) the Chargee’s remedies under the Encumbrance shall be limited to the sale of the whole (but only of the whole) of the encumbering Member’s Ownership Interest to the other Member, or, failing such a sale, at a public auction to be held at least sixty (60) days after prior notice to the other Member, such sale to be subject to the purchaser entering into a written agreement with the other Member whereby such purchaser assumes all obligations of the encumbering Member under the terms of this Agreement.  The price of any preemptive sale to the other Member shall be the remaining principal amount of the loan plus accrued interest and related expenses, and such preemptive sale shall occur within sixty (60) days of the Chargee’s notice to the other Member of its intent to sell the encumbering Member’s Ownership Interest.   ;Failure of a sale to the other Member to close by the end of such period, unless failure is caused by the encumbering Member or by the Chargee, shall permit the Chargee to sell the encumbering Member’s Ownership Interest at a public sale; and (iii) the charge shall be subordinate to any then-existing debt, including Project Financing previously approved by the Management Committee, encumbering the transferring Member’s Ownership Interest.

10.3

Assignment of Interest / Preemptive Right.

(a)

Strathmore agrees that it will not assign to any third party, all or part of its Ownership Interest or rights, duties or obligations contemplated by this Agreement without the consent of AUC, which consent shall not be unreasonably withheld.

(b)

Notwithstanding Subsection 10.3(a), Strathmore may assign all or part of its Ownership Interest or obligations contemplated in this Agreement to an Affiliate of Strathmore without the express approval of AUC.

(c)

If a Party (hereinafter in this Section 10.3 referred to as the “Owner”) wishes to sell its Ownership Interest, the Owner will first offer (the “Offer”) to sell such Ownership Interest to the other Party, and if there is more than one Party, then to the Parties in proportion to their respective Ownership Interests, in writing.  The Offer must set out the price and terms and conditions under which the Owner is willing to sell its Ownership Interest to the other Party.

(d)

If within a period of thirty (30) days of the receipt of the Offer, the other Party or Parties, as the case may be, notifies the Owner in writing that it will accept the same, the Owner will be bound to sell such Ownership Interest to the other Party or Parties on the terms and conditions of the Offer.  The other Party, and if there is more than one Party, then the other Parties in proportion to their respective Ownership Interests, will in such case pay to the Owner, against receipt of an absolute transfer of clear and unencumbered title to the Ownership Interest of the Owner being sold, the total purchase price which the Owner specified in its notice to the other Party or Parties including any amount credited for the cash equivalent of any non-cash consideration within thirty (30) days of notifying the Owner that it will accept the Offer.

(e)

If the other Party fails to notify the Owner before the expiration of the time limited there for that it will purchase the Ownership Interest offered, the Owner may sell and transfer such Ownership Interest to a third party purchaser provided that the transfer price and terms and conditions of the sale will be the same as the Offer.

(f)

Any sale hereunder will be conditional upon the proposed third party purchaser delivering a written undertaking to the other Party, in form and content satisfactory to the other Party’s counsel, to be bound by the terms and conditions of this Agreement.

10.4

Surrender of Interest.  Any Member not in default under this Agreement may, at any time upon notice, surrender its entire Ownership Interest and Capital Account to the other Member(s) by giving those Members notice of surrender.  The notice of surrender will:

(a)

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

(b)

contain an undertaking that the surrendering Party will:

(i)

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

(ii)

if the Manager has not included in Costs the costs of continuing obligations as set out in Section 18.4, pay on the date of surrender its reasonably estimated Proportionate Share, based on the surrendering Party’s then Ownership Interest, of the Costs of rehabilitating the Mine site and of reclamation based on the Mining Operations completed as at the date of surrender; and

(iii)

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

Upon the surrender of its entire Ownership Interest as contemplated in Section 10.4 and upon delivery of a release in writing, in form acceptable to counsel for the Manager, releasing the other Members from all claims and demands hereunder, the surrendering Party will be relieved of all obligations or liabilities hereunder except for those which arose or accrued or were accruing due on or before the date of the surrender.  A Member to whom a notice of surrender has been given as contemplated in Section 10.4 may elect by written notice within ninety (90) days to the Member which first gave the notice to accept the surrender, in which case Section 10.4 will apply and that Member shall join in the surrender.  If all of the Members join in the surrender Company will be terminated in accordance with Article XXIII.

ARTICLE XI

MANAGEMENT COMMITTEE

11.1

Organization and Composition.  The Members hereby establish a Management Committee to determine overall policies, objectives, procedures, methods and actions under this Agreement and to make all decisions in respect of Mining Operations.  The Management Committee shall consist of one representative appointed by AUC and one representative appointed by Strathmore.  Each Member may appoint one alternate to act in the absence of a regular representative.  Any alternate so acting shall be deemed a representative.  Appointments described in this Section 11.1 by a Member shall be made or changed by notice to the other Members.

11.2

Meetings.  The Manager will call a Management Committee meeting at least once every three months, and, in any event within fourteen (14) days of being requested to do so by any representative.

11.3

Notice.  The Manager will give notice, specifying the time and place of, and the agenda for, the meeting to all representatives at least seven (7) days before the time appointed for the meeting.  The Management Committee will determine the location of the meetings of the Management Committee having regard to balance of convenience of all Parties.  Each agenda for a meeting will include the consideration and approval of the minutes of the immediately preceding meeting of the Management Committee.

11.4

Waiver of Notice.  Notice of a meeting will not be required if representatives of all of the Parties are present and unanimously agree upon the agenda.

11.5

Quorum.  A quorum for any Management Committee meeting will be present if a representative of each of the Parties holding an Interest is present.  If a quorum is present at the meeting, the Management Committee will be competent to exercise all of the authorities, powers and discretions bestowed upon it hereunder.  If a Management Committee meeting is terminated and rescheduled because of a lack of quorum, the Management Committee will be able to transact any business at the re-scheduled meeting even if a quorum is not present at the commencement of the rescheduled meeting.  A representative may attend and vote at a meeting of the Management Committee by telephone conference call in which each representative may hear, and be heard by, the other representatives.

11.6

Decisions.  Subject to Section 11.7 the Management Committee will decide every question submitted to it by consensus, however in the event consensus is not possible, the question will be determined by a vote with each representative being entitled to cast that number of votes which is equal to its Member’s Proportionate Share.  Other than as is expressly set out herein to the contrary, the Management Committee will make decisions by Simple Majority.

11.7

Decisions Requiring Unanimous Consent.  Notwithstanding anything else in this Agreement, the following decisions of the Management Committee shall require approval of one hundred percent (100%) of the votes cast at a duly called meeting:

(a)

any cessation of operations of any mine for a period exceeding ten (10) days;

(b)

any recommencement of operations after a cessation of operations contemplated in (a) above;

(c)

the disposition of any Assets which have a value in excess of One Million Dollars (US$1,000,000);

(d)

the disposition of the AUC Shares, or any portion thereof, except that Strathmore may unilaterally demand distribution of the AUC Shares to Strathmore at any time;

(e)

incurring any liability or obligation not in the ordinary course and not approved in a Program and Budget that exceeds Five Hundred Thousand Dollars (US$500,000);

(f)

settling any law suit or insurance claim;

(g)

acceptance of a Feasibility Report; and

(h)

commencement of Construction of a Mine.

11.8

Chair.  The representative of the Manager will be the chair of the Management Committee.

11.9

Meeting Minutes.  The Manager will ensure that minutes of Management Committee meetings are taken and circulated to each representative within a reasonable time following the termination of the meeting, and in any event no later than the time of delivery of the notice of the next meeting of the Management Committee.

11.10

Action Without Meeting.  Whenever the vote of representatives is required to be taken in connection with any Company action, the meeting and vote may be dispensed with if all of the representatives who would be entitled to vote if such meeting were held, shall consent in writing to such action being taken.  When the written consent has been signed by all representatives, the written consent shall have the same effect as a unanimous vote.

11.11

Binding Effect.  Management Committee decisions made in accordance with this Agreement will be binding upon all of the Parties.

11.12

Expenses.  Each party will bear the expenses incurred by its representative and alternate representative in attending meetings of the Management Committee.

11.13

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

ARTICLE XII

MANAGER

12.1

Appointment.  Unless otherwise agreed by the Parties in writing, and except as otherwise provided in this Article XII, Strathmore will act as Manager until the Operative Date, at which time the Manager will be the party with the largest Interest.

12.2

Rights, Duties and Status of Manager.  Subject to the terms and provisions of this Agreement, the Manager shall have the following status, rights and duties:

(a)

the Manager in its operations hereunder will be deemed to be an independent contractor.  The Manager will not act or hold itself out as agent for any of the Members nor make any commitments on behalf of any of the Members unless specifically permitted by this Agreement or directed in writing by a Member;

(b)

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

(c)

the Manager will manage and carry out Mining Operations substantially in accordance with Programs, Feasibility Reports, Operating Plans, Mine Maintenance Plans and Mine Closure Plans adopted by the Management Committee and in connection therewith will, in advance if reasonably possible, notify the Management Committee of any change in Mining Operations which the Manager considers material and if it is not reasonably possible, the Manager will notify the Management Committee so soon thereafter as is reasonably possible;

(d)

the Manager will have the sole and exclusive right and authority to manage and carry out all Mining Operations in accordance herewith and to incur the costs required for that purpose.  In so doing the Manager will:

(i)

comply with the provisions of all agreements or instruments of title under which the Property or Assets are held;

(ii)

obtain all work permits, environmental approvals, and subject to Article XVIII insurances, as required to carry out exploration and development programs;

(iii)

maintain the Property’s mineral leases and rights in good standing;

(iv)

pay all Costs properly incurred promptly as and when due;

(v)

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

(vi)

with the approval of the Management Committee prosecute claims and, where a defense is available, defend litigation arising out of the Mining Operations, provided that any Participant may join in the prosecution or defense at its own expense;

(vii)

subject to Section 19.5, perform such assessment work or make payments in lieu thereof and pay such rentals, taxes or other payments and do all such other things as may be necessary to maintain the Property in good standing, including, without limiting generality, staking and re-staking mining claims, and applying for licenses, leases, grants, concessions, permits, patents and other rights to and interests in the Minerals;

(viii)

maintain books of account in accordance with the Accounting Procedure, provided that the judgment of the Manager as to matters related to the accounting, for which provision is not made in the Accounting Procedure, will govern if the Manager’s accounting practices are in accordance with generally accepted accounting principles in the mining industry in Canada;

(ix)

perform its duties and obligations hereunder in a sound and workmanlike manner, in accordance with sound mining and engineering practices and other practices customary in the United States mining industry, in substantial compliance with all applicable federal, state, county and municipal laws, by-laws, ordinances, rules and regulations and this Agreement and in accordance with the care and skill normally expected by someone conducting and managing exploration, development and mining activities on behalf of the legal or beneficial owners of the Property;

 (x)

have such additional duties and obligations as the Management Committee may from time to time determine; and

(xi)

manage and execute all Programs approved in accordance with this Agreement, including payments to any third party consultants and contractors engaged by the Manager.

12.3

Resignation and Removal of Manager.

(a)

Resignation.  The Member acting as Manager may resign as Manager on at least ninety (90) days’ notice to all Members.

(b)

Removal.  The Management Committee may, by Special Majority, remove the Manager if:

(i)

the Member acting as Manager makes an assignment for the benefit of its creditors, or consents to the appointment of a receiver for all or substantially all of its property, or files a petition in bankruptcy or is adjudicated bankrupt or insolvent; or

(ii)

a court order is entered without that Party’s consent:

(A)

appointing a receiver or trustee for all or substantially all of its property; or

(B)

approving a petition in bankruptcy or for a reorganization pursuant to the applicable bankruptcy legislation or for any other judicial modification or alteration of the rights of creditors; or

(iii)

the Manager is in default under this Agreement and fails to cure such default, or to commence bona fide curative measures, within thirty (30) days of receiving notice of the default from a non-Manager; or

(iv)

the Manager fails to meet any of its obligations pursuant to Section 12.2; or

(v)

the Manager undergoes a change in Control.

(c)

Effect of Resignation or Removal.  If the Manager resigns or is removed, the Management Committee will thereupon select another Member to become the Manager effective the date established by the Management Committee.  The new Manager will assume all of the rights, duties, liabilities and status of the previous Manager as provided in this Agreement.  The new Manager will have no obligation to hire any employees of the former Manager resulting from this change of Manager.  Upon ceasing to be Manager, the former Manager will forthwith deliver to the new Manager books, records, and other property both real and personal which it prepared or maintained in its capacity as manager.  If the Manager resigns or is removed and no other Member consents to act as Manager, the Company will be terminated and the member which was the Manager may, if it consents to act, continue to act as Manager to effect the termination and the other Members will be obligated to fund their respective Proportionate Shares of the Costs incurred.

12.4

Liability and Indemnification of the Manager.

(a)

Subject to Subsection 12.4(b), the Company will indemnify and save the Manager harmless from and against any loss, liability, claim, demand, damage, expense, injury or death (including, without limiting the generality of the foregoing, legal fees) resulting from any acts or omissions of the Manager or its officers, employees or agents.

(b)

Notwithstanding Subsection 12.4(a), the Manager will not be indemnified nor held harmless by any of the Members for any loss, liability, claim, damage, expense, injury or death, (including, without limiting the generality of the foregoing, legal fees) resulting from the negligence or willful misconduct of the Manager or its officers, employees or agents.  An act or omission of the Manager or its officers, employees or agents, done or omitted to be done, will be deemed not to be negligence or willful misconduct if it was done:

(i)

at the direction of, or with the concurrence of, the Management Committee; or

(ii)

unilaterally and in good faith by the Manager to protect life or property.

(c)

The obligation of each Member to indemnify and save the Manager harmless pursuant to Subsection 12.4(a) will be in accordance with its Proportionate Share  at the date that the loss, liability, claim, demand, damage, expense, injury or death occurred or arose.

(d)

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

12.5

Payments to Manager.  The Manager may charge a fee in return for its overhead functions which are not charged directly: (a) up to and including the date one or more Parties give the Manager a Notice of Election to Contribute pursuant to Section 15.1, the Manager may charge ten percent (10%) of the Expenditure Costs, and of the Direct Charges referred to in Appendix C; and (b) after the date one or more Parties give the Manager a Notice of Election to Contribute pursuant to Section 15.1, the Manager may charge three percent (3%) of the Expenditure Costs, and of the Direct Charges.  The Manager’s fees charged on Expenditure Costs paid by AUC, will be deemed to form part of AUC’s expenditure commitments referred to in Section 3.1.  The Manager’s fees charged on the Direct Charges will be deemed to form part of the Costs for the purposes of this Agreement.

12.6

Transactions with Affiliates.  If the Manager engages Affiliates to provide services hereunder, it shall do so on terms generally no less favorable than would be the case in arm’s length transactions with unrelated parties.

ARTICLE XIII

PROGRAMS

13.1

Programs.  The Manager will prepare draft Programs for consideration by the Management Committee.  Unless otherwise agreed to by the Management Committee, each Program will cover a calendar quarter.  The draft Program will contain a statement in reasonable detail of the proposed Mining Operations, estimates of all Expenditure Costs to be incurred and an estimate of the time when they will be incurred, and will be delivered to AUC by no later than thirty (30) days prior to the period to which the draft Program relates.  Each draft Program will be accompanied by such reports and data as are reasonably necessary for AUC to evaluate and assess the results from the Program for the then current year and, to the extent not previously delivered, from earlier Programs.

13.2

Approval of Program Prior to the Operative Date.  AUC will review the draft Program prepared by the Manager, and no later than fifteen (15) days after receiving a draft Program, either reject the Program or approve the Program.  In the event the Program is rejected the Manager will prepare an alternate Program mutually acceptable to the Manager and AUC.

13.3

Program Funding. The Manager will be entitled to an allowance for a cost overrun of twenty-five percent (25%) in addition to any budgeted Expenditure Costs and any Costs so incurred will be deemed to be included in the Program, as adopted.  Unless approved by AUC, the Manager will be exclusively liable for the payment of all cost overruns incurred in excess of one hundred twenty-five percent (125%) of any budgeted Expenditure Costs. Within fifteen (15) days of a Program being adopted by AUC, AUC will deposit the budgeted Expenditure Costs for the Program into a bank account maintained exclusively for receipt and payment of the Expenditure Costs for the Property by Strathmore.

13.4

Invoices.  The Manager shall invoice AUC:

(a)

no more frequently than monthly, the Expenditure Costs incurred and paid by the Manager in carrying out a Program; or

(b)

sixty (60) days in advance of requirements, estimated to be incurred and paid by the Manager in carrying out a Program.

Each invoice will be signed by a financial officer of the Manager.  AUC will pay to the Manager the amount invoiced within thirty (30) days of receipt of the invoice.

13.5

Suspension of Programs.  Unless otherwise directed by the Management Committee, the Manager may suspend or terminate prematurely any Program when the Manager, in good faith, considers that conditions are not suitable for the proper continuation or completion of the Program or the results obtained to that time eliminate or substantially impair the technical rationale on which the Program was based.  If the Manager suspends or prematurely terminates a Program pursuant this Section 13.5, any funds advanced by AUC for that Program in excess of the Expenditure Costs incurred prior to the suspension or premature termination, will be refunded within sixty (60) days of the suspension or premature termination.  

13.6

Approval of Programs After Operative Date.  Any Programs required subsequent to the Operative Date to bring the Property to the stage of the Feasibility Report, will be approved in the same manner as set out in Article XVI.  All costs incurred by the Manager in implementing Programs approved after the Operative Date will be deemed to be costs and will be paid for by the Members pro rata in accordance with their proportionate Shares.

ARTICLE XIV

FEASIBILITY REPORT

14.1

Preparation of Feasibility Report.  Except as provided in Section 14.3, a Feasibility Report will only be prepared with the approval of:

(a)

the Management Committee and AUC if it will be funding the Feasibility Report as part of the Expenditure Costs, before the Operative date, or

(b)

the Management Committee, after the Operative Date.

After the Operative Date, the costs for the Feasibility Report will be shared pro rata in proportion with the Member’s Proportionate Shares.

14.2

Duty to Provide Information.  The Manager shall provide copies of the completed Feasibility Report to each of the Members forthwith upon receipt, together with copies of all of the latest technical data and information generated or received by the Manager from any Programs which is not contained in the Feasibility Report.

14.3

Independent Preparation of Feasibility Report.  Notwithstanding the provisions of Section 14.1, if a Member (the “Proponent”) is of the view that a Feasibility Report should be prepared, such Member will give notice thereof to the Manager and the Manager will call a Management Committee meeting to consider the matter.  If the Management Committee fails to approve the preparation of the Feasibility Report supported by the Proponent, the Proponent may, either alone or with other Parties, at its or their sole cost, prepare a Feasibility Report.  If such Feasibility Report indicates that production from the Property would be profitable to the Proponent, the Proponent will deliver the Feasibility Report to the Manager who will then call a Management Committee meeting to consider the Proponent’s Feasibility Report.  If the Management Committee adopts the Feasibility Report i t will become a Feasibility Report for all purposes, and the non-contributing Parties may either pay the Proponent an amount equal to one hundred fifty percent (150%) of their respective proportionate costs of the preparation of the Feasibility Report, or will suffer reduction of their respective Interests pursuant to Section 15.5 .

ARTICLE XV

ELECTION TO PARTICIPATE AND

CONTRIBUTIONS TO CONSTRUCTION COSTS

15.1

Payment of Construction Costs.  Each Party with an Interest is required, within one hundred twenty (120) days of its receipt of any Program by the Manager with an estimate of the Costs thereof, to give the Manager notice committing to contribute its Proportionate Share of such Costs (unless no Costs are expected to be payable by such Party) after the relevant Operative Date (the “Notice of Election to Contribute”).  If after such one hundred twenty (120) days, a party has either provided the Manager with notice that it will not contribute to such Costs, or has not provided any notice at all (hereinafter referred to as the “Departing Participant”), the other party (the “Remaining Participant”) shall be entitled to commence such construction and development Costs, in which case it shall be obligated to purchase, and the Departing Participant shal l be obligated to sell, the Departing Participant’s Interest, for fair market value, as determined by the procedure set out in this Section 15.4.

15.2

Cost Allocation Based on Operative Date.  Prior to the Operative Date, AUC will be solely responsible for all Costs.  After the Operative Date, the Members will be responsible for all Costs pro rata in accordance with their Proportionate Shares.

15.3

Operative Date Ownership Interest.

(a)

On the Operative Date, the Members’ respective Interests and Costs contributed will be deemed to be as follows:

	Deemed Costs Up to Operative Date	Interest
AUC	US$ 33,000,000 + fair market value of 6,000,000 shares as of date of transfers from AUC subject to adjustments in accordance with Section 6.3 (“AUC Deemed Costs”)	60%
Strathmore	(AUC Deemed Costs divided by .6) minus AUC Deemed Cost	40%

15.4

Fair Market Value of Departing Participant’s Ownership Interest.  The fair market value of the Interest of the Departing Participant shall be determined by a panel of two qualified independent investment banking firms one of which shall be retained by the Departing Participant and one of which shall be retained by the Remaining Participant.  Each independent investment banking firm shall submit their determination of fair market value within ninety (90) days from their date of retention.  If the higher determination is not more than one hundred ten percent (110%) of the lower determination, the Fair Market Value shall be the average of the two determinations.  If the higher determination is greater than one hundred ten percent (110%) of the lower determination, the two independent investment banking firms shall appoint a third independent banking firm whose determination of the fair market value of the Departing Participant's Interest shall be the fair market value.  The Remaining Participant shall pay the Departing Participant the fair market value for the Departing Participant’s Interest within ninety (90) days from the date the evaluation, or such other date as agreed to between the parties, and the Departing Participant will transfer all of its legal and beneficial title to the Property and Assets upon such payment.

15.5

Adjustment of Ownership Interest.  If after the Operative Date and after the Members elect to contribute their Proportionate Share of the Costs, a Member fails to do so for any reason, the Ownership Interest of each contributing Participant will be increased and that of each defaulting Participant will be decreased as Costs are incurred so that the Ownership Interest of each Member at all times is that percentage which is equivalent to:

(a)

the sum of (i) its Deemed Costs up to the relevant Operative Date and (ii) its contribution to Costs;

divided by

(b)

the sum of (i) the Deemed Costs of the AUC and Strathmore, and (ii) the total Costs of all the Parties;

multiplied by

(c)

100.

Then, at the Completion Date, each defaulting Participant will be deemed to have assigned and conveyed its Ownership Interest to the remaining Participants and if there are more than one remaining Participants, then in proportion to their respective Ownership Interests.

15.6

Minimum Ownership Interest Requirement.  If the effect of the application of Section 15.5 reduces any Member’s Ownership Interest to three percent (3%) or less, it will forfeit its Ownership Interest to the remaining Members.

15.7

Implementation of Feasibility Report.  Once the Members elect to contribute their Proportionate Share of the Costs, the Members will diligently proceed with bringing a Mine into production in substantial conformity with the Feasibility Report.  If the Members fail to commence the implementation of the Feasibility Report within twelve (12) months of Costs being fully committed (for reasons other than general economic conditions in the mining industry), any Departing Party which forfeited the right to contribute to Costs pursuant to Section 15.1 will have the right, exercisable in the thirty (30) days following the expiration of such twelve (12) month period, to reacquire from the Members not less than all of its Ownership Interest as last held, by paying its Proportionate Share of Costs incurred to the end of such twelve month period (together with interest at the Prime Rate plus two percent (2 %)) to the Members in proportion to their respective Interests.

15.8

During the twelve (12) month period referred to in Section 15.7 neither the Manager nor any Member will be obliged to provide any Departing Party with the results of any work carried out on the Property, the Member’s sole obligation during such period being to provide any Departing Party, on the written request which can be made only once during the said twelve (12) months, with a summary of the nature of the work carried out and the total Costs thereof.

ARTICLE XVI

CONSTRUCTION PERIOD

16.1

Construction.  Subject to Section 16.5, the Management Committee will cause the Manager to, and the Manager will, proceed with Construction with all reasonable dispatch after a Notice of Election to Contribute has been given.  Construction will be substantially in accordance with the Feasibility Report, subject to the right of the Management Committee to cause such other reasonable variations in Construction to be made as the Management Committee, deems necessary and advisable.

16.2

Programs.  The Manager will prepare Programs for consideration by the Management Committee.  Unless otherwise agreed to by the Management Committee, each Program will cover a budget year.  The Program will contain a statement in reasonable detail of the proposed Mining Operations, estimates of all Construction Costs to be incurred and an estimate of the time when they will be incurred, and will be delivered to each Participant by no later than thirty (30) days prior to the period to which the Program relates.  Each Program will be accompanied by such reports and data as are reasonably necessary for each Participant to evaluate and assess the results from the Program for the then current year and, to the extent not previously delivered, from earlier Programs.  The Management Committee will review the Program prepared and, if it agrees, adopt the Program with such modifications, if any, as th e Management Committee deems necessary.  The Manager will be entitled to an allowance for a cost overrun of twenty-five percent (25%) in addition to any budgeted Construction Costs and any cost overruns so incurred will be deemed to be included in the Program, as adopted.  Unless agreed by the Parties, the Manager will be exclusively liable for the payment of all cost overruns incurred in excess of one hundred twenty-five percent (125%) of any budgeted Construction Costs.

16.3

Funding of Construction.  Once the Program is adopted by the Parties and after the Operative Date, the Participants will fund the Program in accordance with each of their proportionate Shares in the Property.  If any Participant elects not to contribute to a Program, it will have its Interest diluted in the manner contemplated in Sections 15.5 and 15.6.

16.4

Invoices.  The Manager will be entitled to invoice the Participants:

(a)

no more frequently than monthly, the Costs incurred and paid by the Manager in carrying out a Program; or

(b)

not more than sixty (60) days in advance of requirements, estimated to be incurred and paid by the Manager in carrying out a Program.

Each invoice will be signed by a financial officer of the Manager.  The Participants will pay to the Manager the amount invoiced within thirty (30) days of receipt of the invoice.

16.5

Suspension or Termination for Unfavorable Conditions.  Unless otherwise directed by the Management Committee, the Manager may suspend or prematurely terminate any Program when the Manager, in good faith, considers that conditions are not suitable for the proper continuation or completion of the Program or the results obtained to that time eliminate or substantially impair the technical rationale on which the Program was based.  If the Manager suspends or prematurely terminates a Program pursuant to this Section 16.5, any funds advanced by the Participants for that Program in excess of the Construction Costs incurred prior to the suspension or premature termination, and such funds will be refunded within sixty (60) days of the suspension or premature termination.

16.6

Failure to Pay Invoice.  If any Participant, after having committed to contribute pursuant to Section 16.3, fails to pay an invoice within the thirty (30) day period referred to in Section 16.4 the Manager may by notice demand payment.  If no payment is made within the period of thirty (30) days next succeeding the receipt of the demand notice, that Participant shall be deemed to have forfeited its right to contribute to any further Costs under this Agreement and it shall be deemed to have elected not to contribute to each Program subsequently conducted and accordingly, shall have its Interest reduced in the manner contemplated in Sections 15.5 and 15.6.

16.7

Refund.  The Manager shall expend all monies advanced by a Participant ratably with the advances of the other Participants.  If the Manager suspends or prematurely terminates a Program, any funds advanced by a Participant in excess of that Participant’s Proportionate Share of Construction Costs incurred prior to the suspension or premature termination shall be refunded within sixty (60) days of the suspension or premature termination.  Unless approved unanimously by the Management Committee, the Manager shall be exclusively liable for the payment of all Costs incurred in excess of one hundred twenty-five percent (125%) of any budgeted Construction Costs.

16.8

Right to Re-contribute.  If any Program is altered, suspended or terminated prematurely so that the Construction Costs incurred on that Program as altered, suspended or terminated are less than eighty percent (80%) of the Construction Costs set out in the adopted Program, any Party which elected not to contribute to that Program shall be given notice of the alteration, suspension or termination by the Manager and shall be entitled to contribute its Proportionate Share of the Construction Costs incurred on that Program by payment thereof to the Manager within thirty (30) days after receipt of the notice, but shall not be entitled to review the results of the Program until it has made full payment.  If payment is not made by that Party within the thirty (30) days aforesaid it shall forfeit its right to contribute to that Program without a demand for payment being required to be made thereafter by the Manage ment Committee.  If payment is made by that Party within the thirty (30) days as aforesaid, the Manager shall distribute the payment to the original Participants pro rata according to their respective contributions to the Program, and shall deliver to the new Participant copies of all data previously delivered to the other Participants with respect to that Program.

16.9

Failure to Submit Program.  If the Manager fails to submit a draft Program or a revised Program for a period of six (6) months from the date the last Program expired, the following shall apply:

(a)

the Manager shall not be entitled to submit a draft Program or revised Program for the subject period;

(b)

any Participant other than the Manager, whose Interest is not less than twenty percent (20%) may, within fifteen (15) days following the date by which the Manager’s draft Program or revised Program was due, submit a draft Program (the “Non-Manager’s Program”) for the subject period for consideration by the Management Committee;

(c)

the Management Committee shall review the Non-Manager’s Program and, if it deems fit, adopt the Non-Manager’s Program with such modifications, if any, as the Management Committee deems necessary; the adopted Program shall then be submitted to the Parties pursuant to Section 16.2;

(d)

if the Manager is a Participant and elects to contribute to the Non-Manager’s Program, it shall remain as the Manager for the duration of the Non-Manager’s Program;

(e)

if the Manager is a Participant and elects not to contribute to the Non-Manager’s Program, it shall cease to be the Manager for the duration of the Non-Manager’s Program, and the Management Committee shall appoint another Participant as Manager; and

(f)

following the completion of the Non-Manager’s Program the former Manager shall, subject to the provisions of Section 12.1, automatically become the Manager.

ARTICLE XVII

FINANCING OF COSTS

17.1

Contribution of Mine Costs.  The contributions of the Participants toward the Costs will be individually and separately provided by them in accordance with their Proportionate Share.

17.2.

Financing Mine Costs.  Any Member may pledge, mortgage, charge or otherwise encumber its Ownership Interest in order to secure moneys borrowed and used by that Member for the sole purpose of enabling it to finance its participation under this Agreement or in order to secure by way of floating charge as a part of the general corporate assets of that Member’s borrowing for its general corporate purposes, provided that the pledgee, mortgagee, holder of the charge or encumbrance (in this Section 17.2 called the “Chargee”) will hold the same subject to the provisions of this Agreement and that if the Chargee realizes upon any of its security it will comply with this Agreement.  The Agreement between the Member hereto, as borrower, and the Chargee will contain specific provisions to the same effect as the provisions of this Section 17.2.

ARTICLE XVIII

OPERATION OF THE MINE

18.1

Operation of the Mine.  Commencing on the Completion Date, all Mining Operations will be planned and conducted and all estimates, reports and statements will be prepared and made on the basis of a calendar year.

18.2

Operating Plan.  With the exception of the year in which the Completion Date occurs and the years preceding the Completion Date, an Operating Plan for each calendar year will be submitted by the Manager to the Participants not later than November 1 in the year immediately preceding the calendar year to which the Operating Plan relates.  Each Operating Plan will contain the following:

(a)

a description of the proposed Mining Operations;

(b)

a detailed estimate of all costs plus a reasonable allowance for contingencies;

(c)

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

(d)

such other facts as may be necessary to reasonably illustrate the results intended to be achieved by the Operating Plan.

Upon request of any Participant the Manager will meet with that Participant to discuss the Operating Plan and will provide such additional or supplemental information as that Participant may reasonably require with respect thereto.

18.3

Adoption of Operating Plan.  The Management Committee will adopt each Operating Plan, with such changes as it deems necessary, by November 30 in the year immediately preceding the calendar year to which the Operating Plan relates; provided, however, that the Management Committee, by Special Majority, may from time to time and any time amend any Operating Plan.

18.4

Satisfaction of Continuing Obligations.  The Manager will include in the estimate of Costs referred to in Subsection 18.2(b) hereof the establishment of a trust or escrow fund providing for the reasonably estimated costs of satisfying continuing obligations that may remain after the permanent termination of Mining Operations, in excess of amounts actually expended.  Such continuing obligations are or will be incurred as a result of the operation of the Company and will include such things as monitoring, stabilization, reclamation or restoration obligations, severance and other employee benefit costs and all other obligations incurred or imposed as a result of the operation of the Company which continue or arise after the permanent termination of Mining Operations and the termination of this Agreement and settlement of all accounts.  The payment of such continuing obligations will be made on the basis of units of production, and will be in amounts reasonably estimated to provide over the lifetime of proven and probable reserves funds adequate to pay for such reclamation and long term care and monitoring.  The Participants will contribute to the trust or escrow fund cash (or provide letters of credit or other forms of security readily convertible to cash in form approved by the Management Committee).  The amount contributed from time to time for the satisfaction of such continuing obligations will be classified as Costs hereunder but will be segregated into a separate account.

18.5

Invoices.  The Manager may invoice each Participant, from time to time, for that Participant’s Proportionate Share of Operating Costs incurred to the date of the invoice, or at the beginning of each month for an advance equal to that Participant’s Proportionate Share of the estimated cash disbursements to be made during the month.  Each Participant will pay its Proportionate Share of the Operating Costs or the estimated cash disbursements aforesaid to the Manager within thirty (30) days after receipt of the invoice.  If the payment or advance requested is not so made, the amount of the payment or advance will bear interest calculated monthly not in advance from the thirtieth (30^th) day after the date of receipt of the invoice thereof by that Participant at a rate equivalent to the weighted average Prime Rate for the month plus two percent (2%) until paid.  The Manager will h ave a lien on each Participant’s Interest in order to secure that payment or advance together with interest which has accrued thereon.

18.6

Failure to Pay Invoice.  If any Participant fails to pay an invoice contemplated in Section 18.5 within the thirty (30) day period aforesaid, the Manager may, by notice, demand payment.  If no payment is made within thirty (30) days of the Manager’s demand notice, the Manager may, without limiting its other rights at law, enforce the lien created by Section 18.5 by taking possession of all or any part of that defaulting Participant’s Interest.  The Manager may sell and dispose of the defaulting Participant’s Interest which it has so taken into its possession by:

(a)

first offering that Interest to the other Participants and if there are more than one other Participant, then in proportion to the respective Interests of the Participants who wish to accept that offer, for that price which is the fair market value stated in the lower of two appraisals obtained by the Manager from independent, well recognized appraisers competent in the appraisal of mining properties; and

(b)

if the Participants have not purchased all or part of that Interest as aforesaid, then by selling the balance, if any, either in whole or in part or in separate parcels at public auction or by private tender (the Participants excluding the defaulting Participant being entitled to bid) at a time and on whatever terms the Manager will arrange, having first given notice to the defaulting Participant of the time and place of the sale.

As a condition of the sale as contemplated in Subsection 18.6(b), the purchaser will agree to be bound by this Agreement and, prior to acquiring the Interest, will deliver notice to that effect to the Parties, in form acceptable to the Manager.  The proceeds of the sale will be applied by the Manager in payment of the amount due from the defaulting Participant and interest as aforesaid, and the balance remaining, if any, will be paid to the defaulting Participant after deducting reasonable costs of the sale.  Any sale or disposal made as aforesaid will be a perpetual bar both at law and in equity by the defaulting Participant and its successors and assigns against all other Participants.

ARTICLE XIX

AREA OF COMMON INTEREST

19.1

Requirement to Provide Notice of Acquisition.  If at any time during the subsistence of this Agreement any Party or the Affiliate of any Party (in this Section 19.1 only called in each case the “Acquiring Party”) stakes or otherwise acquires, directly or indirectly, any right to or interest in any mining claim, license, lease, grant, concession, permit, patent, or other mineral property located wholly or partly within the Area of Common Interest, the Acquiring Party will forthwith give notice to the other Parties of that staking or acquisition, the total cost thereof and all details in the possession of that Party with respect to the details of the acquisition, the nature of the property and the known mineralization.

19.2

Election Relating to Area of Common Interest.  The Management Committee (the representative of the Acquiring Party not being entitled to vote with respect thereto) may, within thirty (30) days of receipt of the Acquiring Party’s notice, elect, by notice to the Acquiring Party, to require that the mineral properties and the right or interest acquired be included in and thereafter form part of the Property for all purposes of this Agreement.

19.3

Reimbursement of Costs.  If the election aforesaid is made, all the other Parties will reimburse the Acquiring Party for that portion of the cost of acquisition which is equivalent to their respective Interests.

19.4

Failure to Make Election.  If the Management Committee does not make the election aforesaid within that period of thirty (30) days, the right or interest acquired will not form part of the Property and the Acquiring Party will be solely entitled thereto.

19.5

Surrender.  Notwithstanding Subsection 12.2(d)(vii), the Manager will be entitled, at any time and from time to time to surrender all or any part of the Property or to permit the same to lapse, but only upon first either obtaining the unanimous consent of the Management Committee, or giving sixty (60) days’ notice of its intention to do so to the other Parties.  In this latter event, the Parties, other than the Manager, will be entitled to receive from the Manager, on request prior to the date of the surrender or lapse, pro rata in accordance with their respective Interests, a conveyance of that portion of the Property intended for surrender or lapse, together with copies of any plans, assay maps, all drill records and factual engineering data in the Manager’s possession and relevant thereto.  Any part of the Property so acquired will cease to be subject to this Agreement and will not be subject to Section 19.1.  Any part of the Property which has not been so acquired by any of the Parties will remain subject to Section 19.1.

ARTICLE XX

DISTRIBUTION IN KIND

20.1

Distribution of AUC Shares.  If the AUC Shares are to be distributed, they shall be distributed in-kind to Strathmore.

20.2

Distributions.  It is expressly intended that, the business of the Company hereto will be limited to the efficient production of Minerals from the Property and related activities, and that each of the Members will be entitled to use, dispose of or otherwise deal with its Proportionate Share of Minerals as it sees fit.  Each Participant will take in kind, f.o.b. truck or railcar on the Property, and separately dispose of its Proportionate Share of the Minerals produced from the Mine.  From the time of delivery, each Participant will have ownership of and title to its Proportionate Share of Minerals separate from, and not as tenant in common with, the other Participants, and will bear all risk of loss of Minerals.  Extra costs and expenses incurred by reason of the Participants taking in kind and making separate dispositions will be paid by each Participant directly and not through the Manager or Management Committee.

20.3

Facilities Maintained by Members.  Each Participant will construct, operate and maintain, all at its own cost and expense, any and all facilities which may be necessary to receive and store and dispose of its Proportionate Share of the Minerals at the rate the same are produced.

20.4

Duty of Manager with Respect to Minerals.  If a Participant has not made the necessary arrangements to take in kind and store its share of production as aforesaid the Manager will, at the sole cost and risk of that Participant store, in any location where it will not interfere with Mining Operations, the production owned by that Participant.  The Manager and the other Members will be under no responsibility with respect thereto.  All of the Costs involved in arranging and providing storage will be billed directly to, and be the sole responsibility of the Participant whose share of production is so stored.  The Manager’s charges for such assistance and any other related matters will be billed directly to and be the sole responsibility of the Participant.  All such billings will be subject to the provisions of Sections 18.5 and 18.6 hereof.

ARTICLE XXI

PROPERTY

21.1

Taxes and Other Payments Based on Production.  All required payments of taxes based on production of Products and other payments out of production to private parties and governmental entities, shall be determined and made by the Company in a timely manner and otherwise in accordance with applicable laws and agreements.  The Manager shall furnish to the Members evidence of timely payment for all such required payments.  In the event the Company fails to make any such required payment, any Member shall have the right to make such payment and shall thereby become subrogated to the rights of such third party; provided, however, that the making of any such payment on behalf of the Company shall not constitute acceptance by the paying Member of any liability to such third party for the underlying obligation.

ARTICLE XXII

TERMINATION OF MINING OPERATIONS

22.1

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

22.2

Termination of Mining.  The Manager may, at any time following a period of at least ninety (90) days during which Mining Operations have been suspended, upon at least thirty (30) days’ notice to all Participants, or in conjunction with the events described in Section 22.1, recommend that the Management Committee approve the permanent termination of Mining Operations.  The Manager’s recommendation will include a plan and budget (the “Mine Closure Plan”), in reasonable detail, of the activities to be performed to close the Mine and reclaim and rehabilitate the Property, as required by applicable law, regulation or contract by reason of this Agreement.  The Management Committee may, by unanimous approval of the representatives of all Participants, approve the Manager’s recommendation with such changes to the Mine Closure Plan as the Management Committee deems necessa ry.

22.3

Effect of Mine Closure Plan.  If the Management Committee approves the Manager’s recommendation as aforesaid, it will cause the Manager to:

(a)

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

(b)

remove and dispose of such Assets as may reasonably be removed and disposed of profitably and such other Assets as the Manager may be required to remove pursuant to applicable environmental and mining laws;

(c)

sell, abandon or otherwise dispose of the Assets and the Property, for the best price reasonably obtainable and the net revenues, if any, from the removal and sale will be credited, to the extent permitted by law, to the Participants in proportion to their respective Ownership Interests; and

(d)

dissolve the Company in accordance with Article XXIII.

22.4

If the Management Committee does not approve the Manager’s recommendation contemplated in Section 22.2, the Manager will maintain Mining Operations in accordance with the Mine Maintenance Plan as pursuant to Section 22.1.

ARTICLE XXIII

TERM AND DISSOLUTION

23.1

Term.  Unless earlier terminated pursuant to this Agreement or by agreement of all Members, the term of the Company shall be perpetual.  Termination of this Agreement will not, however, relieve any party from any obligations theretofore accrued but unsatisfied, nor from its obligations with respect to rehabilitation of the Mine site and reclamation.

23.2

Events of Dissolution.  The Company shall be dissolved upon the occurrence of any of the following:

(a)

upon the unanimous written agreement of the Members;

(b)

upon an event otherwise set forth in this Agreement; or

(c)

as otherwise provided by the Act.

23.3

Resignation.  A Member may elect to resign from the Company by giving Notice to the other Members of the effective date of resignation, which shall be thirty (30) days after the date of the Notice.

(a)

Except as provided in Subsection 23.3(b), upon resignation by a Member, the resigning member shall be deemed to have transferred to the remaining Members, in proportion to their respective Ownership Interests, all of its Ownership Interest, including all of its interest in the Assets and its Capital Account, without cost and free and clear of all Encumbrances arising by, through or under such resigning Member, except those described in Appendix B, if any, and those to which the Members have unanimously agreed.  The resigning Member shall execute and deliver all instruments as may be necessary in the reasonable judgment of the other Members to affect the transfer of its interests in the Company and the Assets to the other Members.  If within a sixty (60) day period all Members elect to withdraw, then the Company shall instead be deemed to have been terminated by written agreement of the Membe rs pursuant to Subsection 23.3(b).

(b)

If Strathmore elects to resign as a Member of the Company, the AUC Shares and an amount equal to that contributed by AUC pursuant to Subsections 3.1(b)(i) and 3.1(b)(ii) shall be distributed to Strathmore prior to the events of Subsection 23.3(a) taking place.

23.4

Disposition of Assets on Dissolution.  Promptly after dissolution under Section 23.2, the Manager shall take all action necessary to wind up the activities of the Company in accordance with the following steps:

(a)

first, payment, or the making of reasonable provision for payment, of all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation) including the establishment of such adequate reserves for the payment and discharge of all debts, liabilities and obligations of the Company, including contingent, conditional or unmatured liabilities, in such amount and for such term as the liquidator(s) may reasonably determine; and

(b)

second, any remaining proceeds of liquidation, and any assets that are to be distributed in kind, shall be distributed to the Members as promptly as practicable, but in any event within the time required by Treasury Regulations Section 1.704-1(b)(2)(ii)(b)(2), in accordance with their respective Ownership Interests; provided, that Strathmore shall receive up to the amount contributed by AUC pursuant to Subsections 3.1(b)(i)-(ii) and the AUC Shares before the remaining assets of the Company are distributed to the Members in accordance with their Ownership Interests; and

(c)

except for the distribution of the AUC Shares to Strathmore which shall be in-kind, the distribution of cash, cash equivalents and other property to a Member in accordance with the provisions of this Section 23.4 shall constitute a complete return to the Member of its capital contributions to the Company and a complete distribution to the Member of its interest in the Company and all the Company’s property, and shall constitute a compromise to which all Members have consented within the meaning of the Act.  All reasonable costs and expenses incurred in connection with the dissolution of the Company shall be expenses chargeable to the Business Account.

23.5

Filing of Certificate of Cancellation.  Upon completion of the winding up of the affairs of the Company, the Manager shall promptly file a Certificate of Cancellation with the Office of the Secretary of State of the State of Delaware.  If the Manager has not caused the dissolution of the Company, whether voluntarily or involuntarily, then a person selected by a majority vote of the remaining Members to wind up the affairs of the Company shall file the Certificate of Cancellation.

23.6

Right to Data After Dissolution.  After dissolution of the Company pursuant to Subsections 23.2(a), 23.2(b) or 23.2(c), each Member shall be entitled to make copies of all applicable information owned by the Company and acquired hereunder before the effective date of termination not previously furnished to it, but a bankrupt or resigning Member causing a dissolution of the Company pursuant to Subsection 23.2(b) or (c) shall not be entitled to any such copies.

23.7

Continuing Authority.  On dissolution of the Company pursuant to this Agreement, the Member that was the Manager prior to such dissolution (or the other Members in the event of a resignation by the Manager) shall have the power and authority to do all things on behalf of all Members that are reasonably necessary or convenient to: (a) wind up Operations, (b) complete any transaction and satisfy any obligation, unfinished or unsatisfied, at the time of such termination or resignation, if the transaction or obligation arises out of Operations prior to such termination or resignation, and (c) grant or receive extensions of time or change the method of payment of an already existing liability or obligation, prosecute and defend actions on behalf of the Company and any or all Members, encumber Assets, and take any other reasonable action in any matter with respect to which the former Members continue to ha ve, or appear or are alleged to have, a common interest or a common liability.

ARTICLE XXIV

TAX MATTERS PARTNER

24.1

Designation of Tax Matters Partner.  The Manager is hereby designated the tax matters partner (the “TMP”) as defined in Section 6231(a)(7) of Code and shall be responsible for, make elections for, and prepare and file any federal and state tax returns or other required tax forms following approval of the Management Committee.  In the event of any change in Manager, the Member serving as Manager at the end of a taxable year shall continue as TMP with respect to all matters concerning such year unless the TMP for that year is required to be changed pursuant to applicable Treasury Regulations.  The TMP and the other Member shall use reasonable best efforts to comply with the responsibilities outlined in this Article XXIV and in sections 6221 through 6233 of the Code (including any Treasury regulations promulgated thereunder) and in doing so shall incur no liability to any other par ty.

24.2

Expenses of Tax Matters Partner; Indemnification.  The Company shall indemnify and reimburse the TMP for all reasonable expenses, including legal and accounting fees, claims, liabilities, losses and damages incurred in connection with any administrative or judicial proceeding with respect to the tax liability of the Members attributable to the Company.  The TMP shall be indemnified by the Company for all losses incurred as a result of its acting as TMP.

24.3

Notice.  Each Member shall furnish the TMP with such information (including information specified in Section 6230(e) of the Code) as it may reasonably request to permit it to provide the Internal Revenue Service with sufficient information to allow proper notice to the Members in accordance with Section 6223 of the Code.  The TMP shall keep each Member informed of all administrative and judicial proceedings for the adjustment at the partnership level of partnership items in accordance with Section 6223(g) of the Code.

24.4

Inconsistent Treatment of Tax Item.  If an administrative proceeding contemplated under Section 6223 of the Code has begun, and the TMP so requests, each Member shall notify the TMP of its treatment of any partnership item on its federal income tax return that is inconsistent with the treatment of that item on the partnership return.

24.5

Extensions of Limitation Periods.  The TMP shall not enter into any extension of the period of limitations as provided under Section 6229 of the Code without first giving reasonable advance notice to the other Members of such intended action.

24.6

Requests for Administrative Adjustments.  No Member shall file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of partnership items for any taxable year of the Company without first notifying the other Members.  If the other Members agree with the requested adjustment, the TMP shall file the request for administrative adjustment on behalf of the Company.  If consent is not obtained within thirty (30) days after notice from the proposing Member, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the TMP, may file that request for administrative adjustment on its own behalf.

24.7

Judicial Proceedings.  A Member intending to file a petition under Section 6226, 6228 or other sections of the Code with respect to any partnership item, or other tax matters involving the Company, shall notify the other Members of such intention and the nature of the contemplated proceeding.  If the TMP is the Member intending to file such petition, such notice shall be given within a reasonable time to allow the other Members to participate in the choosing of the forum in which such petition will be filed.  If all Members do not agree on the appropriate forum, then the appropriate forum shall be decided in accordance with Article XXVI of this Agreement.  If a Member intends to seek review of any court decision rendered as a result of a proceeding instituted under the preceding part of this Section 24.7, such Member shall notify the other Members of such intended action.

24.8

Settlements.  The TMP shall not bind the other Members to a settlement agreement without first obtaining the written consent of any such Members.  A Member who enters into a settlement agreement for its own account with respect to any partnership items, as defined by Section 6231(a)(3) of the Code, shall notify the other Members of such settlement agreement and its terms within ninety (90) days from the date of settlement.

24.9

Fees and Expenses.  The TMP shall not engage legal counsel, certified public accountants, or others without the prior consent of the Management Committee.  A Member may engage legal counsel, certified public accountants, or others in its own behalf and at its sole cost and expense.  Any reasonable item of expense, including but not limited to fees and expenses for legal counsel, certified public accountants, and others which the TMP incurs (after proper consent by the Management Committee as provided above) in connection with any audit, assessment, litigation, or other proceeding regarding any partnership item, shall constitute proper charges to the Business Account and shall be borne by the Members as any other item which constitutes a direct charge to the Business Account pursuant to the Agreement.

24.10

Survival.  The provisions of the foregoing Sections, including but not limited to the obligation to pay fees and expenses contained in Section 24.2 above, shall survive the termination of the Company or the termination of a Member’s interest in the Company and shall remain binding on the Members for a period of time necessary to resolve with the Internal Revenue Service or the Department of the Treasury any and all matters regarding the federal income taxation of the Company for the applicable tax year(s).

ARTICLE XXV

CONFIDENTIALITY, OWNERSHIP, USE AND DISCLOSURE INFORMATION

25.1

Business Information.  All Business Information shall be owned jointly by the Members as their Ownership Interests are determined pursuant to this Agreement.  At all times during the existence of the Company the duly authorized representatives of each Member will, at its and their sole risk and expense and at reasonable intervals and times, have access to the Property and to all information and documents, including without limitation, technical and proprietary information and know-how relating to the Property, information relating to the exploration, development and extraction of minerals from the Property, project, data files and library resources relating to the property.  Both before and after the termination of the Company, all Business Information may be used by either Member for any purpose, whether or not competitive with the Business, without consulting with, or obligation to, the other Membe rs.  Except as provided in Section 25.3, or with the prior written consent of the other Members, each Member shall keep confidential and not disclose to any third party or the public any portion of the Business Information that constitutes Confidential Information.

25.2

Member Information.  In performing its obligations under this Agreement, no Member shall be obligated to disclose any Member Information.  If a Member elects to disclose Member Information in performing its obligations under this Agreement, such Member Information, together with all improvements, enhancements, refinements and incremental additions to such Member Information that are developed, conceived, originated or obtained by any Member in performing its obligation under this Agreement (“Enhancements”), shall be owned exclusively by the Member that originally developed, conceived, originated or obtained such Member Information.  Each Member may use and enjoy the benefits of such Member Information and Enhancements in the conduct of the Business hereunder, but the Member that did not originally develop, conceive, originate or obtain such Member Information may not use such Member Informa tion and Enhancements for any other purpose.  Except as provided in Section 25.3, or with the prior written consent of the other Member, which consent may be withheld in such Member’s sole discretion, each Member shall keep confidential and not disclose to any third party or the public any portion of Member Information and Enhancements owned by the other Member that constitutes Confidential Information.

25.3

Disclosure of Confidential Business Information.  All Confidential Business Information will be kept confidential and, except to the extent required by law or by regulations of the Securities Commission of Stock Exchange, will not be disclosed to any person other than an Affiliate without the prior written consent of all Participants, which consent will not be unreasonably withheld.

25.4

Disclosure Required by Law.  Notwithstanding anything contained in this Article XXV, a Member may disclose any Confidential Information if, in the opinion of the disclosing Member’s legal counsel: (a) such disclosure is legally required to be made in a judicial, administrative or governmental proceeding pursuant to a valid subpoena or other applicable order; or (b) such disclosure is legally required to be made pursuant to the rules or regulations of a stock exchange or similar trading market applicable to the disclosing Member.  Prior to any disclosure of Confidential Information under this Section 25.4, the disclosing Member shall give the other Member at least ten (10) days’ prior written notice (unless less time is permitted by such rules, regulations or proceeding) and, in making such disclosure, the disclosing Member shall disclose only that portion of Confidential Infor mation required to be disclosed and shall take all reasonable efforts to preserve the confidentiality thereof, including, without limitation, obtaining protective orders and supporting the other Member in intervention in any such proceeding.

25.5

News Releases and Public Statements.  The text of any news releases or other public statements which a Member intends to make with respect to the Property or this Agreement will be made available to the other Members prior to publication.

ARTICLE XXVI

DISPUTES

26.1

Governing Law.  Except for matters of title to the Property or their Transfer, which shall be governed by the law of their situs, this Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware, without regard for any conflict of laws or choice of laws principles that would permit or require the application of the laws of any other jurisdiction.

26.2

Arbitration.  Should there be a disagreement or a dispute between the Parties with respect to the interpretation of this Agreement, or for any other dispute arising from this Agreement which is outside the scope of the Management Committee responsibilities specifically provided for in this Agreement, the same will be referred to a single arbitrator pursuant to the Commercial Arbitration Act (British Columbia), and the determination of such arbitrator will be final and binding upon the parties hereto.  This Section 26.2 will be deemed to be a submission to arbitration in accordance with the Commercial Arbitration Act.  If arbitration or other legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or substantially prevailin g Member shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.  The location of the arbitration will be as agreed by the Parties; in the event the Parties are unable to agree to where the arbitration will be held, the arbitration will be held in Vancouver, British Columbia.

ARTICLE XXVII

GENERAL PROVISIONS

27.1

Notices.  All notices, payments and other required or permitted communications (“Notices”) to either Member shall be in writing, and shall be addressed respectively as follows:

If to AUC:

Attention:	Robert Rich, President American Uranium Corporation
Mailing Address:	600 17th Street – Suite 2800 South Denver, CO 80202
Telephone:	(303) 643-2265
Facsimile:	(508) 240-1361
E-Mail :	robert.rich4@verizon.net
With a Copy to:	Hamish Malkin, CFO American Uranium Corporation
Mailing Address :	1201 – 1166 Alberni Street Vancouver, B.C. V6E 3Z3 Canada
E-Mail :	HMalkin@shaw.ca

If to Strathmore:

Attention:	Steven Kahn
Mailing Address :	2420 Watt Court Riverton, WY 82501
Telephone :	(250) 868-8140
Facsimile:	(250) 868-8493
E-Mail :	kahn1750@shaw.ca

With a Copy to:	Bob Wooder
Mailing Address :	595 Burrard Street P.O. Box 49314 Suite 2600, Three Bentall Centre Vancouver BC V7X 1L3 Canada
E-Mail :	Bob.wooder@blakes.com

All invoices, notices, consents and demands under this Agreement will be in writing and may be delivered personally, transmitted by fax (with transmission confirmed in writing), or may be forwarded by first class prepaid registered mail to the address for each Party specified in this Agreement or to such addresses as each Party may from time to time specify by notice.  Any notice delivered or sent by fax will be deemed to have been given and received on the business day next following the date of delivery or transmission.  Any notice mailed as aforesaid will be deemed to have been given and received on the fifth (5^th) business day following the date it is posed, provided that if between the time of mailing and the actual receipt of the notice there will be a mail strike, slowdown or other labor dispute which affects delivery of the notice by mails, then the notice will be effective if actually delivered.

27.2

Gender.  The singular shall include the plural, and the plural the singular wherever the context so requires, and the masculine, the feminine, and the neuter genders shall be mutually inclusive.

27.3

Headings.  The subject headings of the Sections and Subsections of this Agreement and the Paragraphs and Subparagraphs of the Appendices to this Agreement are included for purposes of convenience only, and shall not affect the construction or interpretation of any of its provisions.

27.4

Waiver.  The failure of any Member to insist on the strict performance of any provision of this Agreement or to exercise any right, power or remedy upon a breach hereof shall not constitute a waiver of any provision of this Agreement or limit such Member’s right thereafter to enforce any provision or exercise any right unless evidenced in writing executed by the Member against whom waiver is charged.  Any waiver so evidenced in writing will extend only to the particular breach so waived and will not limit any rights with respect to any future breach.

27.5

Modifications.  No modification of this Agreement shall be valid unless made in writing and duly executed by all Members.

27.6

Force Majeure.

(a)

Notwithstanding anything herein contained to the contrary, if any Member is prevented from or delayed in performing any obligation under this Agreement, and such failure is occasioned by any cause beyond its reasonable control, excluding only lack of finances, then, subject to Section 27.1, the time for the observance of the condition or performance of the obligation in question will be extended for a period equivalent to the total period the cause of the prevention or delay persists or remains in effect regardless of the length of such total period.

(b)

Any Member hereto claiming suspension of its obligations as aforesaid will promptly notify the other Members to that effect and will take all reasonable steps to remove or remedy the cause and effect of the force majeure described in the said notice insofar as it is reasonably able so to do and as soon as possible; provided that the terms of settlement of any labor disturbance or dispute, strike or lockout will be wholly in the discretion of the Member claiming suspension of its obligations by reason thereof, and that Member will not be required to accede to the demands of its opponents in any such labor disturbance or dispute, strike, or lockout solely to remedy or remove the force majeure thereby constituted.  The Member claiming suspension of its obligations will promptly notify the other Members when the cause of the force majeure has been removed.

(c)

The extension of time for the observance of conditions or performance of obligations as a result of force majeure will not relieve the Manager from its obligations to keep the Property in good standing pursuant to Subsections 12.2(d)(v) and 12.2(d)(vii).

27.7

Rule Against Perpetuities.  The Members do not intend that there shall be any violation of the Rule Against Perpetuities, the Rule Against Unreasonable Restraints on the Alienation of Property, or any similar rule.  Accordingly, if any right or option to acquire any interest in the Property, in an Ownership Interest, in the Assets, or in any real property exists under this Agreement, such right or option must be exercised, if at all, so as to vest such interest within time periods permitted by applicable rules.  If, however, any such violation should inadvertently occur, the Members hereby agree that a court shall reform that provision in such a way as to approximate most closely the intent of the Members within the limits permissible under such rules.

27.8

Further Assurances.  Each of the Members shall take, from time to time and without additional consideration, such further actions and execute such additional instruments as may be reasonably necessary or convenient to implement and carry out the intent and purpose of this Agreement or as may be reasonably required by lenders in connection with Project Financing.

27.9

Entire Agreement; Successors and Assigns.  This Agreement constitutes the entire agreement between the Members with respect to the subject matter hereof and replaces and supersedes all prior agreements including the LOI.  This Agreement shall be binding upon and inure to the benefit of the respective successors and permitted assigns of the Members.

27.10

Counterparts.  This Agreement may be executed in any number of counterparts, and it shall not be necessary that the signatures of both Members be contained on any counterpart.  Each counterpart shall be deemed an original, but all counterparts together shall constitute one and the same instrument

27.11

Time is of the Essence.  Time is of the essence as it relates to this Agreement.

27.12

Non-Merger.  Except as otherwise specifically provided herein, the obligations of the Parties arising from this Agreement will not merge on the Effective Date.

27.13

Savings Clause.  The Parties agree that should any economic difference between this LLC Agreement and the Option and JV Agreement arise, the Parties will make such adjustments necessary to place the Parties in the desired economic position that would have occurred solely under the Option and JV Agreement.  In the event the Parties, acting reasonably and in good faith, are unable to agree on the adjustments required under this Section 27.13, the dispute will be referred to arbitration pursuant to Section 26.2.

27.14

Indemnification.  Strathmore agrees to indemnify and hold harmless AUC, its officers, directors, stockholders, employees, agents and representatives from any and all U.S. federal tax obligations, interest or penalties related to the conversion event of the joint venture between Strathmore and AUC into a limited liability company.

The remainder of this page is intentionally left blank.  Signatures appear on the following page.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

AMERICAN URANIUM CORPORATION

STRATHMORE RESOURCES (U.S.) LTD,

a Nevada corporation

a Nevada corporation

APPENDIX A

DEFINITIONS

In this Agreement the following words, phrases and expressions will have the following meanings:

(a)

“Accounting Procedure” means the procedure attached to this Agreement as Appendix C.

(b)

“Act” means the Delaware Limited Liability Company act, 6 Del. C. 18-101 et seq.

(c)

“Affiliate” will have the meaning attributed to it in the Canada Business Corporations Act, as amended.

(d)

“Agreement” means this Exploration, Development and Mining Limited Liability Company Operating Agreement, including all amendments and modifications, and all schedules and appendices, all of which are incorporated by reference.

(e)

“Area of Common Interest” will have the meaning attributed to it in Article XIX, and will be deemed to comprise that area which is included within the boundaries marked on the map attached to this Agreement as Appendix D.

(f)

“Assets” means all tangible and intangible goods, chattels, improvements or other items including, without limiting generality, land, buildings, and equipment but excluding the Property, acquired for or made to the Property after the Effective Date, or otherwise attributed to the Property pursuant to this Agreement in connection with the Mining Operations.

(g)

“Budget” means a detailed estimate of all costs to be incurred and a schedule of cash advances to be made by Members with respect to a Program.

(h)

“Business” means the conduct of the business of the Company in furtherance of the purposes set forth in Section 2.3 and in accordance with this Agreement.

(i)

“Capital Account” means the account maintained for each Member in accordance with Article IV.

(j)

“Code” means the Internal Revenue Code of 1986, as amended.

(k)

“Company” means AUC, LLC, a Delaware limited liability company formed in accordance with, and governed by, this Agreement.

(l)

“Completion Date” means the date on which the Management Committee resolves that the preparing and equipping of the Mine is complete and is the date on which commercial production commences.

(m)

“Confidential Information” means all information, data, knowledge and know-how (including, but not limited to, formulas, patterns, compilations, programs, devices, methods, techniques and processes) that derives independent economic value, actual or potential, as a result of not being generally known to, or readily ascertainable by, third parties and which is the subject of efforts that are reasonable under the circumstances to maintain its secrecy, including without limitation all analysis, interpretations, compilations, studies and evaluations of such information, data, knowledge and know-how generated or prepared by or on behalf of any Member.

(n)

“Construction” means every kind of work carried out during the Construction Period by the Manager in accordance with the Feasibility Report and as approved by the Management Committee.

(o)

“Construction Period” means the date on which one or more Parties elect to contribute its or their Proportionate Share of Construction Costs, and ending on the Completion Date.

(p)

“Continuing Obligations” mean obligations or responsibilities that are reasonably expected to continue or arise after Mining Operations on a particular area of the Property have ceased or are suspended, such as future monitoring, stabilization, or Environmental Compliance.

(q)

“Control” means, for the purposes of Subsection 12.3(b)(v), the ability, directly or indirectly through one or more intermediaries, to direct or cause the direction of the management and policies of the Manager through (i) the legal or beneficial ownership of voting securities, (ii) the right to appoint managers, directors or corporate management, (iii) contract, (iv) operating agreement, (v) voting trust, or otherwise.

(r)

“Cost” or “Costs” means all items of outlay and expense whatsoever, direct or indirect, with respect to Mining Operations, including the Expenditure Costs, recorded by the Manager in accordance with this Agreement and will include all obligations and liabilities incurred or to be incurred with respect to the protection of the environment such as future decommissioning, reclamation and long-term care and monitoring, even if not then due and payable so long as the amounts can be estimated with reasonable accuracy, and whether or not a mine reclamation trust fund has been established.  Without limiting generality, the following are also included as Costs and have the following meanings:

(i)

“Exploration Costs” means those costs incurred for surveying, drilling, testing, and exploration of the Property;

(ii)

“Construction Costs” means those costs recorded by the Manager for Construction during the Construction Period, including, without limitation, permitting costs, development costs, financing costs, and the Manager’s fee contemplated in Section 12.5; and

(iii)

“Operating Costs” means those Costs recorded by the Manager subsequent to the Completion Date to fund the Mining Operations.

(iv)

the Manager’s Fee contemplated in Section 12.5.

(s)

“Development” means all preparation (other than Exploration) for the removal and recovery of Products, including any improvements to be used for the mining, handling, milling, processing, or other beneficiation of Products, and all related Environmental Compliance.

(t)

“Effective Date” means January 3, 2008.

(u)

“Encumbrance” or “Encumbrances” means mortgages, deeds of trust, security interests, pledges, liens, net profits interests, royalties or overriding royalty interests, other payments out of production, or other burdens of any nature.

(v)

“Environmental Compliance” means actions performed during or after Mining Operations to comply with the requirements of all Environmental Laws or contractual commitments related to reclamation of the Property or other compliance with Environmental Laws.

(w)

“Environmental Laws” means Laws aimed at reclamation or restoration of the Property; abatement of pollution; protection of the environment; protection of wildlife, including endangered species; ensuring public safety from environmental hazards; protection of cultural or historic resources; management, storage or control of hazardous materials and substances; releases or threatened releases of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances as wastes into the environment, including without limitation, ambient air, surface water and groundwater; and all other Laws relating to the manufacturing, processing, distribution, use, treatment, storage, disposal, handling or transport of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or wastes.

(x)

“Environmental Liabilities” means any and all claims, actions, causes of action, damages, losses, liabilities, obligations, penalties, judgments, amounts paid in settlement, assessments, costs, disbursements, or expenses (including, without limitation, attorneys’ fees and costs, experts’ fees and costs, and consultants’ fees and costs) of any kind or of any nature whatsoever that are asserted against any Member, by any person or entity other than the other Member(s), alleging liability (including, without limitation, liability for studies, testing or investigatory costs, cleanup costs, response costs, removal costs, remediation costs, containment costs, restoration costs, corrective action costs, closure costs, reclamation costs, natural resource damages, property damages, business losses, personal injuries, penalties or fines) arising out of, based on or resulting from (i) the presence, release, threatened release, discharge or emission into the environment of any hazardous materials or substances existing or arising on, beneath or above the Property and/or emanating or migrating and/or threatening to emanate or migrate from the Property to off-site properties; (ii) physical disturbance of the environment; or (iii) the violation or alleged violation of any Environmental Laws.

(y)

“Expenditure Costs” means all items of outlay and expense whatsoever, direct or indirect, with respect to Mining Operations which are funded solely by AUC to earn in its Interest in the Property pursuant to Article III, including the Manager’s fee contemplated in Section 12.5.

(z)

“Exploration” means all activities directed toward ascertaining the existence, location, quantity, quality or commercial value of deposits of Products, including but not limited to additional drilling required after discovery of potentially commercial mineralization, and including related Environmental Compliance.

(aa)

“Exploration Period” means the period beginning on the Effective Date and ending on the Operative Date.

(bb)

“Feasibility Report” means a detailed report, in form and substance sufficient for presentation to arm’s length institutional lenders considering project financing, showing the feasibility of placing any part of the Property into commercial production as a Mine and will include a reasonable assessment of the various categories of mineral reserves and their amenability to metallurgical treatment, a complete description of the work, equipment and supplies required to bring such part of the Property into commercial production and the estimated cost thereof, a description of the mining methods to be employed and a financial appraisal of the proposed operations and including at least the following:

(i)

a description of that part of the Property to be covered by the proposed Mine;

(ii)

the estimated recoverable reserves of Minerals and the estimated composition and content thereof;

(iii)

the proposed procedure for development, mining and production;

(iv)

results of ore amenability treatment tests (if any);

(v)

the nature and extent of the facilities proposed to be acquired, which may include a central processing plant if the size, extent and location of the ore body makes such processing facilities feasible, in which event the study will also include a preliminary design for such plant;

(vi)

the total costs, including capital budget, which are reasonably required to purchase, construct and install all structures, machinery and equipment required for the proposed Mine, including a schedule of timing of such requirements;

(vii)

all environmental impact studies and costs of implementation;

(viii)

the period in which it is proposed the Property will be brought to commercial production; and

(ix)

such other data and information as are reasonably necessary to substantiate the existence of an ore deposit of sufficient size and grade to justify development of a mine, taking into account all relevant business, tax and other economic considerations including a cost comparison between purchasing or leasing and renting of facilities and equipment required for the operation of the Property as a Mine.

(cc)

“Governmental Fees” means all location fees, mining claim rental, mining claim maintenance payments and similar payments required by Law to locate and hold  unpatented mining claims.  

(dd)

“Indicated Mineral Resources” means U₃O₈ resource based upon Strathmore’s standard area influences for the resource calculations which is a square with sides one hundred (100) feet from the data point.

(ee)

“Inferred Mineral Resources” means U₃O₈ resource based upon Strathmore’s standard area of influences for the resource calculations which is square with sides two hundred (200) feet from the data point.

(ff)

“Initial Capital Contribution” means that contribution each Member has made or agrees to make pursuant to Section 3.1 of the Agreement.

(gg)

“Law” or “Laws” means all applicable federal, state and local laws (statutory or common), rules, ordinances, regulations, grants, concessions, franchises, licenses, orders, directives, judgments, decrees, and other governmental restrictions, including permits and other similar requirements, whether legislative, municipal, administrative or judicial in nature.  

(hh)

“LOI” has the meaning attribute to it in Recital B.

(ii)

“Management Committee” means the committee established pursuant to Article XI.

(jj)

“Manager” means the party appointed under Article XII of the Agreement to manage Operations, or any successor Manager.

(kk)

“Measured Mineral Resources” means U₃O₈ resource based upon Strathmore’s standard area of influences for the resource calculations which is square with sides fifty (50) feet from the data point.

(ll)

“Member” means AUC or Strathmore, any permitted successor or assign of AUC or Strathmore, or any person admitted as a Member of the Company under this Agreement.

(mm)

“Member Information” means all information, data, knowledge and know-how, in whatever form and however communicated (including, without limitation, Confidential Information) which, as shown by written records, was developed, conceived, originated or obtained by a Member: (a) prior to entering into this Agreement, or (b) independent of its performance under the terms of this Agreement.

(nn)

“Mine” means the workings established and Assets acquired, including, without limiting generality, wellfields, plant, ion exchange units, utilities, infrastructure, housing, and other facilities in order to bring the Property into commercial production.

(oo)

“Mine Closure Plan” has the meaning attributed to it in Section 22.2.

(pp)

“Mine Maintenance Plan” has the meaning attributed to it in Section 22.1.

(qq)

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

(rr)

“Mining” means the mining, extracting, producing, beneficiating, handling, milling or other processing of Products.

(ss)

“Mining Operations” means every kind of work done by the Manager:

(i)

on or in respect of the Property in accordance with a Program or Operating Plan; or

(ii)

if not provided for in a Program or Operating Plan, unilaterally and in good faith to maintain the Property in good standing, to prevent waste or to otherwise discharge any obligation which is imposed upon it pursuant to this Agreement and in respect of which the Management Committee has not given it directions; including, without limiting generality, investigating, prospecting, exploring, developing, property maintenance, preparing reports, estimates and studies, designing, equipping, improving, surveying, construction and mining, milling, concentrating, rehabilitation, reclamation, and environmental protection.

(tt)

“Net Gain” and “Net Loss” means, except as except as specified below, for each Fiscal Year or other period, the income or loss of the Company for “book” or “capital account” purposes under Treas. Reg. §1.704-1(b)(2)(iv).  In particular, but without limitation, for each Allocation Period, “Net Gain” or “Net Loss” shall mean the Company’s taxable income or loss for such Allocation Period, determined in accordance with Section 703(a) of the Code (it being understood that for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Section 703(a)(1) of the Code shall be included in such taxable income or loss), with the following modifications:

(i)

income, gain or loss from, and cost recovery, amortization or depreciation deductions with respect to, any Book Property shall be computed by reference to the value of such Book Property as set forth in the books of the Company, all in accordance with the principles of Treas. Reg. §1.704-1(b)(2)(iv)(g), notwithstanding that the adjusted tax basis of such Book Property differs from such value;

(ii)

any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Net Gain or Net Loss pursuant to this definition shall be included in computing such Net Gain or Net Loss;

(iii)

any expenditures of the Company described in Section 705(a)(2)(B) of the Code or treated as Section 705(a)(2)(f) expenditures pursuant to Treas. Reg. §1.704-1(b)(2)(iv)(i) and that are not otherwise taken into account in computing Net Gain or Net Loss pursuant to this definition shall be treated as items of expense in computing such Net Gain or Net Loss;

(iv)

in the event that the value of any Company property is adjusted pursuant to Treas. Reg. §1.704-1(b)(2)(iv)(f), the amount of such adjustment shall be taken into account as gain or loss (as the case may be) from the disposition of such property for purposes of computing Net Gain and Net Loss;

(v)

to the extent (and only to the extent) that an adjustment made to the adjusted tax basis of any Company asset pursuant to Section 732, Section 734 or Section 743 of the Code is required to be taken into account in determining Capital Accounts pursuant to Treas. Reg. §1.704-1(b)(2)(iv)(m), the amount of such adjustment shall be treated as an item of gain or loss (as the case may be) for purposes of computing Net Gain or Net Loss; and

(vi)

all items of Company gross income, gain, loss, deduction or expense for such Allocation Period that are specially allocated pursuant to Subsection 4.2(b) shall be disregarded in computing such taxable income or loss (but the amount of such items available for allocation under Subsection 4.2(b) shall be determined by applying rules analogous to the modifications set forth in clauses (i) through (v) above)

(uu)

“Notice of Election to Contribute” has the meaning attributed to it in Article 15.1.

(vv)

“AUC Shares” means six million (6,000,000) common shares in the capital stock of AUC.

(ww)

“Operating Plan” means the annual plan of Mining Operations submitted pursuant to Section 18.2.

(xx)

“Operative Date” means the date upon which AUC becomes entitled to be vested in the entire sixty percent (60%) interest in the Property in accordance with Section 6.1.

(yy)

“Option” has the meaning attributed to it in Recitals B.

(zz)

“Option Period” means a period of time commencing on the Effective Date and terminating either upon the Operative Date, or such earlier date as this Agreement is terminated prior to the Operative Date, pursuant to Section 3.3.

(aaa)

“Ownership Interest” means the percentage interest representing the ownership interest of a Member in the Company, and all other rights and obligations arising under this Agreement, as such interest may from time to time be adjusted hereunder.  The initial Ownership Interests of the Members are set forth in Article VI of this Agreement.

(bbb)

“Participant” means a Party that is contributing to Expenditure Costs or Costs, as the case may be.

(ccc)

“Party” or “Parties” means the Parties to this Agreement and their respective successors and permitted assigns which become Parties pursuant to this Agreement.

(ddd)

“Permit” means any permit, license, approval or other authorization from any federal, tribal, state or local governmental or quasi governmental authority.

(eee)

“Prime Rate” means the rate of interest per annum established from time to time by CitiBank as its reference rate of interest for the determination of interest rates that CitiBank will charge to customers of varying degrees of credit worthiness in the United States for American Dollar demand loans made by it in the United States and designated by CitiBank as its “prime rate”.

(fff)

“Products” means all ores, minerals and mineral resources produced from the Property.

(ggg)

“Program” means a work plan and budget of Mining Operations, and adopted by the Management Committee in accordance with this Agreement.

(hhh)

“Property” means the mineral properties more specifically identified in Appendix B that are subject to this Agreement on or after the Effective Date, any additional mineral properties that become part of the Property pursuant to this Agreement, the Minerals thereon, all information obtained from Mining Operations and those rights and benefits appurtenant to the Property that are acquired for the purpose of conducting Mining Operations.

(iii)

“Proportionate Share(s)” means that share or shares which is equal to a Party’s percentage Interest.

(jjj)

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

(kkk)

“Special Majority” means a decision made by the Management Committee by more than sixty-six and six-tenths percent (66.6%) of the votes represented and entitled to be cast at a meeting thereof.

(lll)

“$” means United States Dollars.  

(mmm)

“Third Party Evaluation” means a detailed evaluation, conducted by a third party engineering firm selected by Strathmore and agree to by AUC, that calculates the weight in lbs. of Measured, Indicated and/or Inferred Mineral Resources consisting of U₃O₈ based on a cut-off grade of 0.025% on the Property based upon the information and results from previous exploration and development work conducted on the Property, including the results from the work funded by AUC and conducted on the Property after the Effective Date.

(nnn)

“Transfer” means, when used as a verb, to sell, grant, assign or create an Encumbrance, pledge or otherwise convey, or dispose of or commit to do any of the foregoing, or to arrange for substitute performance by an Affiliate or third party, either directly or indirectly; and, when used as a noun, means such a sale, grant, assignment, Encumbrance, pledge or other conveyance or disposition, or such an arrangement.

APPENDIX B

PINETREE-RENO CREEK ISR PROPERTY

DESCRIPTION OF THE PROPERTY

Lode Mining Claims

BLM Serial #

Claim Name

Subd.

Section

Township

Range

Owner

Four Mile Creek

Property

WMC261775

FMC - 1

SW

9

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261776

FMC - 2

SW

9

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261777

FMC - 3

SW

9

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261778

FMC - 4

SW

9

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261779

FMC - 5

SW

9

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261780

FMC - 6

SW

9

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261781

FMC - 7

SW

9

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261782

FMC - 8

SW

9

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261783

FMC - 9

SE

9

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261784

FMC - 10

SE

9

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261785

FMC - 11

SE

9

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261786

FMC - 12

SE

9

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261787

FMC - 13

SE

9

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261788

FMC - 14

SE

9

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261789

FMC - 15

SE

9

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261790

FMC -16

SE

9

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261791

FMC - 17

SE

9

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261792

FMC -18

SE

9

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261793

FMC - 19

SE

9

43N

74W

DAVID MILLER & ASSOC. LLC

SW

10

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261794

FMC - 20

SE

9

43N

74W

DAVID MILLER & ASSOC. LLC

SW

10

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261795

FMC - 21

SW

10

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261796

FMC - 22

SW

10

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261797

FMC - 23

SW

10

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261798

FMC - 24

SW

10

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261799

FMC - 25

SW

10

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261800

FMC - 26

SW

10

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261801

FMC - 27

SW

10

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261802

FMC - 28

SW

10

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261803

FMC - 29

NE

9

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261804

FMC - 30

NE

9

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261805

FMC - 31

NE

9

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261806

FMC - 32

SE

9

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261807

FMC - 33

SW

4

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261808

FMC - 34

SW

4

43N

74W

DAVID MILLER & ASSOC. LLC

W MC261809

FMC - 35

SW

4

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261810

FMC - 36

SW

4

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261811

FMC - 37

SW

4

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261812

FMC - 38

SW

4

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261813

FMC - 39

SW

4

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261814

FMC - 40

SW

4

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261815

FMC - 41

SE

4

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261816

FMC - 42

SE

4

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261817

FMC - 43

SE

4

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261818

FMC - 44

SE

4

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261819

FMC - 45

SE

4

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261820

FMC - 46

SE

4

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261821

FMC - 47

SE

4

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261822

FMC - 48

SE

4

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261823

FMC - 49

SE

4

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261824

FMC - 50

SE

4

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261825

FMC - 53

NW

3

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261826

FMC - 54

NW

3

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261827

FMC - 55

NW

3

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261828

FMC - 56

NW

3

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261829

FMC - 57

NW

3

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261830

FMC - 58

NW

3

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261831

FMC - 59

NW

3

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261832

FMC - 60

NW

3

43N

74W

DAVID MILLER & ASSOC. LLC

NW

WMC261833

FMC - 61

SW

3

43N

74W

DAVID MILLER & ASSOC. LLC

NW

WMC261834

FMC - 62

SW

3

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261835

FMC - 63

SW

3

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261836

FMC - 64

SW

3

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261837

FMC - 65

SW

3

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261838

FMC - 66

SW

3

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261839

FMC - 67

SW

3

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261840

FMC - 68

SW

3

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261841

FMC - 69

SW

3

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261842

FMC - 70

SW

3

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261843

FMC - 71

NW

10

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261844

FMC - 72

NW

10

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261845

FMC - 73

NW

10

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261846

FMC - 74

NW

10

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261847

FMC - 75

NW

10

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261848

FMC - 76

NW

10

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261849

FMC - 77

NW

10

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261850

FMC - 78

NW

10

43N

74W

DAVID MILLER & ASSOC. LLC

WMC261851

FMC - 79

NW

35

44N

74W

DAVID MILLER & ASSOC. LLC

WMC261852

FMC - 80

NW

35

44N

74W

DAVID MILLER & ASSOC. LLC

WMC261853

FMC - 81

NW

35

44N

74W

DAVID MILLER & ASSOC. LLC

WMC261854

FMC - 82

NW

35

44N

74W

DAVID MILLER & ASSOC. LLC

WMC261855

FMC - 83

NW

35

44N

74W

DAVID MILLER & ASSOC. LLC

WMC261856

FMC - 84

NW

35

44N

74W

DAVID MILLER & ASSOC. LLC

WMC261857

FMC - 85

NW

35

44N

74W

DAVID MILLER & ASSOC. LLC

WMC261858

FMC - 86

NW

35

44N

74W

DAVID MILLER & ASSOC. LLC

WMC261859

FMC - 87

NW

35

44N

74W

DAVID MILLER & ASSOC. LLC

WMC261860

FMC - 88

NW

35

44N

74W

DAVID MILLER & ASSOC. LLC

WMC261861

FMC - 89

SW

35

44N

74W

DAVID MILLER & ASSOC. LLC

WMC261862

FMC - 90

SW

35

44N

74W

DAVID MILLER & ASSOC. LLC

WMC261863

FMC - 91

SW

35

44N

74W

DAVID MILLER & ASSOC. LLC

WMC261864

FMC - 92

SW

35

44N

74W

DAVID MILLER & ASSOC. LLC

WMC261865

FMC - 93

SW

35

44N

74W

DAVID MILLER & ASSOC. LLC

WMC261866

FMC - 94

SW

35

44N

74W

DAVID MILLER & ASSOC. LLC

WMC261867

FMC - 95

SW

35

44N

74W

DAVID MILLER & ASSOC. LLC

WMC261868

FMC - 96

SW

35

44N

74W

DAVID MILLER & ASSOC. LLC

Pine Tree

Property

WMC260500

PT-1

NW

17

42N

74W

MILLER DAVID R

NW

WMC260501

PT-2

SW

17

42N

74W

MILLER DAVID R

WMC260502

PT-3

NW

17

42N

74W

MILLER DAVID R

NW

WMC260503

PT-4

SW

17

42N

74W

MILLER DAVID R

WMC260504

PT-5

NW

17

42N

74W

MILLER DAVID R

NW

WMC260505

PT-6

SW

17

42N

74W

MILLER DAVID R

WMC260506

PT-7

NW

17

42N

74W

MILLER DAVID R

NW

WMC260507

PT-8

SW

17

42N

74W

MILLER DAVID R

WMC260508

PT-9

NE NW

17

42N

74W

MILLER DAVID R

NE NW

WMC260509

PT-10

SW SE

17

42N

74W

MILLER DAVID R

WMC260510

PT-11

NE

17

42N

74W

MILLER DAVID R

WMC260511

PT-12

NE SE

17

42N

74W

MILLER DAVID R

WMC260512

PT-13

NE

17

42N

74W

MILLER DAVID R

WMC260513

PT-14

NE SE

17

42N

74W

MILLER DAVID R

WMC260514

PT-15

NE

17

42N

74W

MILLER DAVID R

WMC260515

PT-16

NESE

17

42N

74W

MILLER DAVID R

WMC260516

PT-17

NE

17

42N

74W

MILLER DAVID R

WMC260517

PT-18

NE SE

17

42N

74W

MILLER DAVID R

WMC260518

PT-19

SW

17

42N

74W

MILLER DAVID R

WMC260519

PT-20

SW

17

42N

74W

MILLER DAVID R

NW

20

42N

74W

MILLER DAVID R

WMC260520

PT-21

SW

17

42N

74W

MILLER DAVID R

WMC260521

PT-22

SW

17

42N

74W

MILLER DAVID R

NW

20

42N

74W

MILLER DAVID R

WMC260522

PT-23

SW

17

42N

74W

MILLER DAVID R

WMC260523

PT-24

SW

17

42N

74W

MILLER DAVID R

NW

20

42N

74W

MILLER DAVID R

WMC260524

PT-25

SW

17

42N

74W

MILLER DAVID R

WMC260525

PT-26

SW

17

42N

74W

MILLER DAVID R

NW

20

42N

74W

MILLER DAVID R

WMC260526

PT-27

SW SE

17

42N

74W

MILLER DAVID R

WMC260527

PT-28

SW SE

17

42N

74W

MILLER DAVID R

NE NW

20

42N

74W

MILLER DAVID R

WMC260528

PT-29

NW

20

42N

74W

MILLER DAVID R

WMC260529

PT-30

NW

20

42N

74W

MILLER DAVID R

WMC260530

PT-31

NW

20

42N

74W

MILLER DAVID R

WMC260531

PT-32

NW

20

42N

74W

MILLER DAVID R

WMC260532

PT-33

NE NW

17

42N

74W

MILLER DAVID R

West Reno

Property

WMC261869

WR-1

SE

30

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261870

WR-2

SE

30

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261871

WR-3

SE

30

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261872

WR-4

SE

30

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261873

WR- 5

SE

30

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261874

WR- 6

SE

30

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261875

WR-7

SW

29

43N

73W

DAVID MILLER & ASSOC. LLC

SE

30

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261876

WR-8

SW

29

43N

73W

DAVID MILLER & ASSOC. LLC

SE

30

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261877

WR-9

SW

29

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261878

WR -10

SW

29

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261879

WR - 11

SW

29

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261880

WR - 12

SW

29

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261881

WR - 13

SW

29

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261882

WR - 14

SW

29

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261883

WR - 15

SW SE

29

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261884

WR - 16

SW SE

29

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261885

WR - 17

SE

29

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261886

WR - 18

SE

29

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261887

WR - 19

SE

29

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261888

WR - 20

SE

29

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261889

WR - 21

SE

29

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261890

WR - 22

SE

29

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261891

WR - 23

SE

29

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261892

WR - 24

SE

29

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261893

WR - 25

NW

28

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261894

WR - 26

NW

28

43N

73W

DAVID MILLER & ASSOC. LLC

W MC261895

WR - 27

NW

28

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261896

WR - 28

NW

28

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261897

WR - 29

NW

28

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261898

WR - 30

NW

28

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261899

WR - 31

NW

28

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261900

WR - 32

NW

28

43N

73W

DAVID MILLER & ASSOC. LLC

NW

WMC261901

WR - 33

SW

28

43N

73W

DAVID MILLER & ASSOC. LLC

NW

WMC261902

WR - 34

SW

28

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261903

WR - 35

SW

28

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261904

WR - 36

SW

28

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261905

WR - 37

SW

28

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261906

WR - 38

SW

28

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261907

WR - 39

SW

28

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261908

WR - 40

SW

28

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261909

WR - 41

SW

28

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261910

WR - 42

SW

28

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261911

WR-43

SW

28

43N

73W

DAVID MILLER & ASSOC. LLC

NW

33

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261912

WR - 44

SW

28

43N

73W

DAVID MILLER & ASSOC. LLC

NW

33

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261913

WR - 45

NW

33

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261914

WR - 46

NW

33

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261915

WR - 47

NW

33

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261916

WR - 48

NW

33

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261917

WR - 49

NW

33

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261918

WR - 50

NW

33

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261919

WR - 51

NW

33

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261920

WR - 52

NW

33

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261921

WR - 53

NE

33

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261922

WR - 54

NE

33

43N

73W

DAVID MILLER & ASSOC. LLC

NW

34

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261923

WR - 55

NE

33

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261924

WR - 56

NE

33

43N

73W

DAVID MILLER & ASSOC. LLC

NW

34

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261925

WR - 57

NE

33

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261926

WR - 58

NE

33

43N

73W

DAVID MILLER & ASSOC. LLC

NW

34

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261927

WR - 59

NE

33

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261928

WR - 60

NE

33

43N

73W

DAVID MILLER & ASSOC. LLC

NW

34

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261929

WR - 61

NE

33

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261930

WR - 62

NE

33

43N

73W

DAVID MILLER & ASSOC. LLC

NW

34

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261931

WR - 63

NW

27

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261932

WR - 64

NW

27

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261933

WR - 65

NW

27

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261934

WR - 66

NW

27

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261935

WR - 67

NW

27

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261936

WR - 68

NW

27

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261937

WR - 69

NW

27

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261938

WR - 70

NW

27

43N

73W

DAVID MILLER & ASSOC. LLC

NW

WMC261939

WR - 71

SW

27

43N

73W

DAVID MILLER & ASSOC. LLC

NW

WMC261940

WR - 72

SW

27

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261941

WR - 73

SW

27

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261942

WR - 74

SW

27

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261943

WR - 75

SW

27

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261944

WR - 76

SW

27

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261945

WR - 77

SW

27

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261946

WR - 78

SW

27

43N

73W

DAVID MILLER & ASSOC. LLC

WMC261947

WR - 79

SW

27

43N

73W

DAVID MILLER & ASSOC. LLC

W MC261948

WR - 80

SW

27

43N

73W

DAVID MILLER & ASSOC. LLC

Four Mile Creek

Property

STRATHMORE RESOURCES (US)

WMC272476

ANC 1

SW

20

43N

74W

LTD

NW

STRATHMORE RESOURCES (US)

WMC272477

ANC 2

SW

20

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272478

ANC 3

SW

20

43N

74W

LTD

NW

STRATHMORE RESOURCES (US)

WMC272479

ANC 4

SW

20

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272480

ANC 5

SW

20

43N

74W

LTD

NW

STRATHMORE RESOURCES (US)

WMC272481

ANC 6

SW

20

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272482

ANC 7

SW

20

43N

74W

LTD

NW

STRATHMORE RESOURCES (US)

WMC272483

ANC 8

SW

20

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272484

ANC 9

NW

20

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272485

ANC 10

SW

17

43N

74W

LTD

STRATHMORE RESOURCES (US)

NW

20

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272486

ANC 11

NW

20

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272487

ANC 12

SW

17

43N

74W

LTD

STRATHMORE RESOURCES (US)

NW

20

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272488

ANC 13

NW

20

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272489

ANC 14

SW

17

43N

74W

LTD

STRATHMORE RESOURCES (US)

NW

20

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272490

ANC 15

NW

20

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272491

ANC 16

SW

17

43N

74W

LTD

STRATHMORE RESOURCES (US)

NW

20

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272492

ANC 17

SW

17

43N

74W

LTD

NW

STRATHMORE RESOURCES (US)

WMC272493

ANC 18

SW

17

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272494

ANC 19

SW

17

43N

74W

LTD

NW

STRATHMORE RESOURCES (US)

WMC272495

ANC 20

SW

17

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272496

ANC 21

SW

17

43N

74W

LTD

NW

STRATHMORE RESOURCES (US)

WMC272497

ANC 22

SW

17

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272498

ANC 23

SW

17

43N

74W

LTD

NW

STRATHMORE RESOURCES (US)

WMC272499

ANC 24

SW

17

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272500

ANC 25

SW SE

17

43N

74W

LTD

NE NW

STRATHMORE RESOURCES (US)

WMC272501

ANC 26

SW SE

17

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272502

ANC 27

SE

17

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272503

ANC 28

NE SE

17

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272504

ANC 29

SE

17

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272505

ANC 30

NESE

17

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272506

ANC 31

SE

17

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272507

ANC 32

NE SE

17

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272508

ANC 33

SW

16

43N

74W

LTD

STRATHMORE RESOURCES (US)

SE

17

43N

74W

LTD

NW

STRATHMORE RESOURCES (US)

WMC272509

ANC 34

SW

16

43N

74W

LTD

STRATHMORE RESOURCES (US)

NE SE

17

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272510

ANC 35

NW

17

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272511

ANC 36

NW

17

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272512

ANC 37

NW

17

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272513

ANC 38

NW

17

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272514

ANC 39

NE NW

17

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272515

ANC 40

NE

17

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272516

ANC 41

NE

17

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272517

ANC 42

NE

17

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272518

ANC 43

NW

16

43N

74W

LTD

STRATHMORE RESOURCES (US)

NE

17

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272519

ANC 44

SW SE

17

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272520

ANC 45

SW

16

43N

74W

LTD

STRATHMORE RESOURCES (US)

SE

17

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272521

SANC 1

NE

30

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272522

SANC 2

NE NW

30

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272523

SANC 3

NE

30

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272524

SANC 4

NE NW

30

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272525

SANC 5

NE

30

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272526

SANC 6

NE NW

30

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272527

SANC 7

NE

30

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272528

SANC 8

NE NW

30

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272529

SANC 9

NW

30

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272530

SANC 10

NW

30

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272531

SANC 11

NW

30

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272532

SANC 12

NW

30

43N

74W

LTD

NW

STRATHMORE RESOURCES (US)

WMC272533

SANC 13

SW

30

43N

74W

LTD

NE NW

STRATHMORE RESOURCES (US)

WMC272534

SANC 14

SW SE

30

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272535

SANC 15

SW

30

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272536

SANC 16

SW SE

30

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272537

SANC 17

SW

30

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272538

SANC 18

SW SE

30

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272539

SANC 19

SW

30

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272540

SANC 20

SW SE

30

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272541

SANC 21

SW

30

43N

74W

LTD

STRATHMORE RESOURCES (US)

NW

31

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272542

SANC 22

SW SE

30

43N

74W

LTD

STRATHMORE RESOURCES (US)

NE NW

31

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272543

SANC 23

NW

31

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272544

SANC 24

NE NW

31

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272545

SANC 25

NW

31

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272546

SANC 26

NE NW

31

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272547

SANC 27

NW

31

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272548

SANC 28

NE NW

31

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272549

SANC 29

NW

31

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272550

SANC 30

NE NW

31

43N

74W

LTD

.

STRATHMORE RESOURCES (US)

WMC272551

SANC 51

NW

32

43N

74W

LTD

STRATHMORE RESOURCES (US)

W MC272552

SANC 52

NE NW

32

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272553

SANC 53

NW

32

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272554

SANC 54

NE NW

32

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272555

SANC 55

NW

32

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272556

SANC 56

NE NW

32

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272557

SANC 57

NW

32

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272558

SANC 58

NE NW

32

43N

74W

LTD

NW

STRATHMORE RESOURCES (US)

WMC272559

SANC 59

SW

32

43N

74W

LTD

NE NW

STRATHMORE RESOURCES (US)

WMC272560

SANC 60

SW SE

32

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272561

SANC 69

NE

32

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272562

SANC 70

NE

32

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272563

SANC 71

NE

32

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272564

SANC 72

NE

32

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272565

SANC 75

NW

32

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272566

SANC 76

NW

32

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272567

SANC 77

NW

30

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272568

SANC 78

NW

30

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272569

SANC 79

NE SE

30

43N

74W

LTD

NW

STRATHMORE RESOURCES (US)

WMC272570

SANC 80

SW

29

43N

74W

LTD

STRATHMORE RESOURCES (US)

NE SE

30

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272571

FMC 97

NW

4

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272572

FMC 98

NE NW

4

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272573

FMC 99

NE

4

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272574

FMC 100

NE

4

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272575

FMC 101

NE

4

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272576

FMC 102

SE

33

44N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272576

FMC 102

NE

4

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272577

FMC 103

SE

4

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272578

FMC 104

SE

33

44N

74W

LTD

STRATHMORE RESOURCES (US)

NE

4

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272579

FMC 105

NW

9

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272580

FMC 106

NW

9

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272581

FMC 107

NW

9

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272582

FMC 108

NW

9

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272583

FMC 109

NE NW

9

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272584

FMC 110

NE

9

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272585

FMC 111

NE NW

9

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272586

FMC 112

NE

9

43N

74W

LTD

NW

STRATHMORE RESOURCES (US)

WMC272587

SANC 31

SW

31

43N

74W

LTD

NE NW

STRATHMORE RESOURCES (US)

WMC272588

SANC 32

SW SE

31

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272589

SANC 33

SW

31

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272590

SANC 34

SW SE

31

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272591

SANC 35

SW

31

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272592

SANC 36

SW SE

31

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272593

SANC 37

SW

31

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272594

SANC 38

SW SE

31

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272595

SANC 39

SW

31

43N

74W

LTD

STRATHMORE RESOURCES (US)

NW

6

42N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272596

SANC 40

SW SE

31

43N

74W

LTD

STRATHMORE RESOURCES (US)

NE NW

6

42N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272597

SANC 41

SE

31

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272598

SANC 42

NE SE

31

43N

74W

LTD

NW

STRATHMORE RESOURCES (US)

SW

32

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272599

SANC 43

SE

31

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272600

SANC 44

SE

31

43N

74W

LTD

STRATHMORE RESOURCES (US)

SW

32

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272601

SANC 45

SE

31

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272602

SANC 46

SE

31

43N

74W

LTD

STRATHMORE RESOURCES (US)

SW

32

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272603

SANC 47

SE

31

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272604

SANC 48

SE

31

43N

74W

LTD

STRATHMORE RESOURCES (US)

SW

32

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272605

SANC 49

SE

31

43N

74W

LTD

STRATHMORE RESOURCES (US)

NE

6

42N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272606

SANC 50

SW SE

31

43N

74W

LTD

STRATHMORE RESOURCES (US)

NW

5

42N

74W

LTD

STRATHMORE RESOURCES (US)

NE

6

42N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272607

SANC 61

SW

32

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272608

SANC 62

SW SE

32

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272609

SANC 63

SW

32

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272610

SANC 64

SW SE

32

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272611

SANC 65

SW

32

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272612

SANC 66

SW SE

32

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272613

SANC 67

SW

32

43N

74W

LTD

STRATHMORE RESOURCES (US)

NW

5

42N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272614

SANC 68

SW SE

32

43N

74W

LTD

STRATHMORE RESOURCES (US)

NE NW

5

42N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272615

SANC 73

SE

32

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272616

SANC 74

SE

32

43N

74W

LTD

STRATHMORE RESOURCES (US)

NE

5

42N

74W

LTD

Pine Tree

Property

STRATHMORE RESOURCES (US)

WMC272617

WM 1

NE SE

6

42N

74W

LTD

NE NW

STRATHMORE RESOURCES (US)

WMC272618

WM 2

SW SE

6

42N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272619

WM 3

SE

6

42N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272620

WM 4

SW SE

6

42N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272621

WM 5

SE

6

42N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272622

WM 6

SW SE

6

42N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272623

WM 7

SE

6

42N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272624

WM 8

SW SE

6

42N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272625

WM 9

SE

6

42N

74W

LTD

STRATHMORE RESOURCES (US)

NE

7

42N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272626

WM 10

SW SE

6

42N

74W

LTD

STRATHMORE RESOURCES (US)

NE NW

7

42N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272627

WM 11

NE

7

42N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272628

WM12

NE NW

7

42N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272629

WM 13

NE

7

42N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272630

WM 14

NE NW

7

42N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272631

WM 15

NE

7

42N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272632

WM 16

NE NW

7

42N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272633

WM 17

NE SE

7

42N

74W

LTD

NE NW

STRATHMORE RESOURCES (US)

WMC272634

WM 18

SW SE

7

42N

74W

LTD

NW

STRATHMORE RESOURCES (US)

WMC272635

WM 19

SW

6

42N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272636

WM 20

SW

6

42N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272637

WM 21

SW

6

42N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272638

WM 22

SW

6

42N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272639

WM 23

SW

6

42N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272640

WM 24

NW

7

42N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272641

WM 25

NW

7

42N

74W

LTD

STRATHMORE RESOURCES (US)

WMC272642

WM 26

NW

7

42N

74W

LTD

NW

STRATHMORE RESOURCES (US)

WMC272643

WM 27

SW

7

42N

74W

LTD

West Reno

Property

STRATHMORE RESOURCES (US)

WMC272826

BFR 1

NW

6

42N

73W

LTD

NW

STRATHMORE RESOURCES (US)

WMC272827

BFR 2

SW

6

42N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272828

BFR 3

NW

6

42N

73W

LTD

NW

STRATHMORE RESOURCES (US)

WMC272829

BFR 4

SW

6

42N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272830

BFR 5

NW

6

42N

73W

LTD

NW

STRATHMORE RESOURCES (US)

WMC272831

BFR 6

SW

6

42N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272832

BFR 7

NW

6

42N

73W

LTD

NW

STRATHMORE RESOURCES (US)

WMC272833

BFR 8

SW

6

42N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272834

BFR 9

NE NW

6

42N

73W

LTD

NE NW

STRATHMORE RESOURCES (US)

WMC272835

BFR 10

SW SE

6

42N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272836

BFR 11

NE

6

42N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272837

BFR 12

NE SE

6

42N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272838

BFR 13

NE

6

42N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272839

BFR 14

NESE

6

42N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272840

BFR 15

NE

6

42N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272841

BFR 16

NESE

6

42N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272842

BFR 17

NW

5

42N

73W

LTD

STRATHMORE RESOURCES (US)

NE

6

42N

73W

LTD

NW

STRATHMORE RESOURCES (US)

WMC272843

BFR 18

SW

5

42N

73W

LTD

STRATHMORE RESOURCES (US)

NESE

6

42N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272844

BFR 21

SW

6

42N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272845

BFR 22

SW

6

42N

73W

LTD

STRATHMORE RESOURCES (US)

NW

7

42N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272846

BFR 23

SW

6

42N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272847

BFR 24

SW

6

42N

73W

LTD

STRATHMORE RESOURCES (US)

NW

7

42N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272848

BFR 25

SW

6

42N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272849

BFR 26

SW

6

42N

73W

LTD

STRATHMORE RESOURCES (US)

NW

7

42N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272850

BFR 27

SW

6

42N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272851

BFR 28

SW

6

42N

73W

LTD

STRATHMORE RESOURCES (US)

NW

7

42N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272852

BFR 29

SW SE

6

42N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272853

BFR 30

SW SE

6

42N

73W

LTD

STRATHMORE RESOURCES (US)

NE NW

7

42N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272854

BFR 31

SE

6

42N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272855

BFR 32

SE

6

42N

73W

LTD

STRATHMORE RESOURCES (US)

NE

7

42N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272856

BFR 33

SE

6

42N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272857

BFR 34

SE

6

42N

73W

LTD

STRATHMORE RESOURCES (US)

NE

7

42N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272858

BFR 35

SE

6

42N

73W

LTD

STRATHMORE RESOURCES (US)

W MC272859

BFR 36

SE

6

42N

73W

LTD

STRATHMORE RESOURCES (US)

NE

7

42N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272860

BFR 37

SW

5

42N

73W

LTD

STRATHMORE RESOURCES (US)

SE

6

42N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272861

BFR 3B

SW

5

42N

73W

LTD

STRATHMORE RESOURCES (US)

SE

6

42N

73W

LTD

STRATHMORE RESOURCES (US)

NE

7

42N

73W

LTD

STRATHMORE RESOURCES (US)

NW

B

42N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272862

SC 1

SW

27

43N

73W

LTD

STRATHMORE RESOURCES (US)

NW

34

43N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272863

SC 2

SW SE

28

43N

73W

LTD

STRATHMORE RESOURCES (US)

NE NW

34

43N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272864

SC 3

NW

34

43N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272865

SC 4

NE NW

34

43N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272866

SC 5

NW

34

43N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272867

SC 6

NE NW

34

43N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272868

SC 7

NW

34

43N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272869

SC 8

NE NW

34

43N

73W

LTD

NW

STRATHMORE RESOURCES (US)

WMC272870

SC 9

SW

34

43N

73W

LTD

NE NW

STRATHMORE RESOURCES (US)

WMC272871

SC 10

SW SE

34

43N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272872

SC 11

SW

34

43N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272873

SC 12

SW SE

34

43N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272874

SC 13

SW

34

43N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272875

SC 14

SW SE

34

43N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272876

SC 15

SW

34

43N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272877

SC 16

SW SE

34

43N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272878

SC 17

NW

3

42N

73W

LTD

STRATHMORE RESOURCES (US)

SW

34

43N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272879

SC 18

NE NW

3

42N

73W

LTD

STRATHMORE RESOURCES (US)

SW SE

34

43N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272880

SC 19

SE

28

43N

73W

LTD

STRATHMORE RESOURCES (US)

NE

34

43N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272881

SC 20

SW

26

43N

73W

LTD

STRATHMORE RESOURCES (US)

SE

28

43N

73W

LTD

STRATHMORE RESOURCES (US)

NE

34

43N

73W

LTD

STRATHMORE RESOURCES (US)

NW

35

43N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272882

SC 21

NE

34

43N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272883

SC 22

NE

34

43N

73W

LTD

STRATHMORE RESOURCES (US)

NW

35

43N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272884

SC 23

NE

34

43N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272885

SC 24

NE

34

43N

73W

LTD

STRATHMORE RESOURCES (US)

NW

35

43N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272886

SC 25

NE

34

43N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272887

SC 26

NE

34

43N

73W

LTD

STRATHMORE RESOURCES (US)

NW

35

43N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272888

SC 27

NE SE

34

43N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272889

SC 28

NE SE

34

43N

73W

LTD

NW

STRATHMORE RESOURCES (US)

SW

35

43N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272890

SC 29

SE

34

43N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272891

SC 30

SE

34

43N

73W

LTD

STRATHMORE RESOURCES (US)

SW

35

43N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272892

SC 31

SE

34

43N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272893

SC 32

SE

34

43N

73W

LTD

STRATHMORE RESOURCES (US)

SW

35

43N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272894

SC 33

SE

34

43N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272895

SC 34

SE

34

43N

73W

LTD

STRATHMORE RESOURCES (US)

SW

35

43N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272896

SC 35

NE

3

42N

73W

LTD

STRATHMORE RESOURCES (US)

SE

34

43N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272897

SC 36

NW

2

42N

73W

LTD

STRATHMORE RESOURCES (US)

NE

3

42N

73W

LTD

STRATHMORE RESOURCES (US)

SE

34

43N

73W

LTD

STRATHMORE RESOURCES (US)

SW

35

43N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272898

SC 37

SW

26

43N

73W

LTD

STRATHMORE RESOURCES (US)

NW

35

43N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272899

SC 38

NW

35

43N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272900

SC 39

NW

35

43N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272901

SC 40

NW

35

43N

73W

LTD

NW

STRATHMORE RESOURCES (US)

WMC272902

SC 41

SW

35

43N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272903

SC 42

SW

35

43N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272904

SC 43

SW

35

43N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272905

SC 44

SW

35

43N

73W

LTD

STRATHMORE RESOURCES (US)

WMC272906

SC 45

NW

2

42N

73W

LTD

STRATHMORE RESOURCES (US)

SW

35

43N

73W

LTD

Four Mile Creek

Properly

STRATHMORE RESOURCES (US)

WMC279363

SWD-1

NE

2

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC279364

SWD-2

NE NW

2

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC279365

SWD-3

NE

2

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC279366

SWD-4

NE NW

2

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC279367

SWD-5

NE

2

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC279368

SWD-6

NE NW

2

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC279369

SWD-7

NE

2

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC279370

SWD-8

NE NW

2

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC279371

SWD-9

NE SE

2

43N

74W

LTD

NE NW

STRATHMORE RESOURCES (US)

WMC279372

SWD-10

SW SE

2

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC279374

SWD-12

SW SE

2

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC279375

SWD-13

SE

2

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC279376

SWD-14

SW SE

2

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC279377

SWD-15

SE

2

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC279378

SWD-16

SW SE

2

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC279379

SWD-17

SE

2

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC279380

SWD-18

SW SE

2

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC279381

SWD-19

NW

2

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC279382

SWD-20

NE

3

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC279382

SWD-20

NW

2

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC279383

SWD-21

NW

2

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC279384

SWD-22

NE

3

43N

74W

LTD

STRATHMORE RESOURCES (US)

NW

2

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC279385

SWD-23

NW

2

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC279386

SWD-24

NE

3

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC279386

SWD-24

NW

2

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC279387

SWD-25

NW

2

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC279388

SWD-26

NE

3

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC279388

SWD-26

NW

2

43N

74W

LTD

NW

STRATHMORE RESOURCES (US)

WMC279389

SWD-27

SW

2

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC279390

SWD-28

NE SE

3

43N

74W

LTD

NW

STRATHMORE RESOURCES (US)

SW

2

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC279391

SWD-29

SW

2

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC279392

SWD-30

SE

3

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC279392

SWD-30

SW

2

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC279393

SWD-31

SW

2

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC279394

SWD-32

SE

3

43N

74W

LTD

STRATHMORE RESOURCES (US)

SW

2

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC279395

SWD-33

SW

2

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC279396

SWD-34

SE

3

43N

74W

LTD

STRATHMORE RESOURCES (US)

SW

2

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC279397

SWD-35

SW

2

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC279398

SWD-36

SE

3

43N

74W

LTD

STRATHMORE RESOURCES (US)

SW

2

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC279399

SWD-37

NE

11

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC279399

SWD-37

SE

2

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC279400

SWD-38

NE NW

11

43N

74W

LTD

STRATHMORE RESOURCES (US)

SW SE

2

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC279401

SWD-39

NE

11

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC279402

SWD-40

NE NW

11

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC279403

SWD-41

NE

11

43N

74W

LTD

STRATHMORE RESOURCES (US)

W MC279404

SWD-42

NE NW

11

43N

74W

LTD

STRATHMORE RESOURCES (US)

WMC279405

SWD-43

SE

23

44N

74W

LTD

STRATHMORE RESOURCES (US)

WMC279406

SWD-44

SW SE

23

44N

74W

LTD

STRATHMORE RESOURCES (US)

WMC279407

SWD-45

SE

23

44N

74W

LTD

STRATHMORE RESOURCES (US)

WMC279408

SWD-46

SWSE

23

44N

74W

LTD

STRATHMORE RESOURCES (US)

WMC279409

SWD-47

SE

23

44N

74W

LTD

STRATHMORE RESOURCES (US)

WMC279410

SWD-48

SW SE

23

44N

74W

LTD

STRATHMORE RESOURCES (US)

WMC279411

SWD-49

SE

23

44N

74W

LTD

STRATHMORE RESOURCES (US)

WMC279412

SWD-50

SW SE

23

44N

74W

LTD

STRATHMORE RESOURCES (US)

WMC279413

SWD-51

NE SE

23

44N

74W

LTD

NE NW

STRATHMORE RESOURCES (US)

WMC279414

SWD-52

SW SE

23

44N

74W

LTD

STRATHMORE RESOURCES (US)

WMC279415

SWD-53

NE

23

44N

74W

LTD

STRATHMORE RESOURCES (US)

WMC279416

SWD-54

NE NW

23

44N

74W

LTD

STRATHMORE RESOURCES (US)

WMC279417

SWD-55

NE

23

44N

74W

LTD

STRATHMORE RESOURCES (US)

WMC279418

SWD-56

NE NW

23

44N

74W

LTD

STRATHMORE RESOURCES (US)

WMC279419

SWD-57

NE

23

44N

74W

LTD

STRATHMORE RESOURCES (US)

WMC279420

SWD-58

NE NW

23

44N

74W

LTD

STRATHMORE RESOURCES (US)

WMC279421

SWD-59

NE

23

44N

74W

LTD

STRATHMORE RESOURCES (US)

WMC279422

SWD-60

NE NW

23

44N

74W

LTD

Wyoming State Leases

State	Lease No.	Property District	Acreage	Section	Township	Range	Due Date	Leasee
Wyoming	0-40864	Pine Tree-Reno Creek	640	16	42N	73W	Jun.2	Miller
Wyoming	0-40865	Pine Tree-Reno Creek	640	16	42N	74W	Jun.2	Miller
Wyoming	0-40866	Pine Tree-Reno Creek	640	16	43N	74W	Jun.2	Miller
Wyoming	0-40866	Pine Tree-Reno Creek	640	36	43N	74W	Jun.2	Miller
Wyoming	0-40867	Pine Tree-Reno Creek	640	36	44N	75W	Jun.2	Miller

Private Leases

Name	Subd.	Section	Township	Range	Acreage
Bin	SE	30	43N	74W	160
Bin	NE	31	43N	74W	160
Reichmuth	NW,S2	31	43N	73W	480

APPENDIX C

ACCOUNTING PROCEDURE

The financing and accounting procedures to be followed by the Manager and the Members under the Agreement are set forth below.  All capitalized terms in these Accounting Procedures shall have the definition attributed to them in the Agreement, unless defined otherwise herein.

The purpose of these Accounting Procedures is to establish equitable methods for determining charges and credits applicable to Mining Operations.  It is the intent of the Members that neither of them shall lose or profit by reason of the designation of one of them to exercise the duties and responsibilities of the Manager.  The Members shall meet and in good faith endeavor to agree upon changes deemed necessary to correct any unfairness or inequity.  In the event of a conflict between the provisions of these Accounting Procedures and those of the Agreement, the provisions of the Agreement shall control.

1.

INTERPRETATION

1.1

Terms defined in the Agreement will, subject to any contrary intention, have the same meanings herein.  In this Appendix the following words, phrases and expressions will have the following meanings:

(a)

“Agreement” means the Agreement to which this Accounting Procedure is attached as Appendix C.

(b)

“Count” means a physical inventory count.

(c)

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

(d)

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

(e)

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

(f)

“Government Contributions” means the cost or contributions made by the Manager pursuant to assessments imposed by governmental authority which are applicable to the salaries or wages of Employees or Personnel, as the case may be.

(g)

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

(h)

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

(i)

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

(j)

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

(k)

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

2.

STATEMENTS AND BILLINGS

2.1

The Manager will, by invoice, charge each Participant with its share of Exploration Costs and Costs in the manner provided in the Agreement.

2.2

The Manager will deliver with each invoice rendered for Costs incurred a statement indicating:

(a)

all charges or credits to the Joint Account relating to Controllable Material; and

(b)

all other charges and credits to the Joint Account summarised by appropriate classification indicative of the nature of the charges and credits.

2.3

The Manager will deliver with each invoice for an advance of Costs a statement indicating:

(a)

the estimated Expenditure Costs or, in the case of Costs the estimated cash disbursements, to be made during the next succeeding month;

(b)

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

(c)

the advances made by each Participant to date and the Expenditure Costs or Costs incurred to the end of the penultimate month preceding the month of the invoice.

3.

DIRECT CHARGES

3.1

The Manager will charge the Joint Account with the following items:

(a)

Contractor’s Charges: All costs directly relating to the Mining Operations incurred under contracts entered into by the Manager with third Parties.

(b)

Labor Charges:

(i)

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

(ii)

the Reasonable Expenses of the Employees; and

(iii)

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

(c)

Office Maintenance:

(i)

The cost or a pro rata portion of the costs, as the case may be, of maintaining and operating the Field Offices and the Supervision Offices.  The basis for charging the Joint Account for such maintenance costs will be as follows:

A.

the expense of maintaining and operating Field Offices, less any revenue there from; and

B.

that portion of maintaining and operating the Supervision Offices which is equal to

1.

the anticipated total operating expenses of the Supervision Offices

divided by

2.

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

multiplied by

3.

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

(ii)

Without limiting the generality, the anticipated total operating expenses of the Supervision Offices will include:

A.

the salaries and wages of the Manager’s Personnel which have been directly charged to the Supervision Offices;

B.

the Reasonable Expense of the Personnel; and

C.

Employee Benefits.

(iii)

The Manager will make an adjustment in respect of the Office Maintenance cost forthwith after the end of each Operating Year upon having determined the actual total operating expenses and actual total staff man days referred to in Subparagraph 3.1(c)(i)(B) of this Appendix C.

(d)

Material:  Material purchased or furnished by the Manager for use on the Property as provided under Paragraph 4 of this Appendix C.

(e)

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

(f)

Service Charges:

(i)

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

(ii)

use and service of equipment and facilities furnished by the Manager as provided in Subparagraph 4.4 of this Appendix C.

(g)

Damages and Losses to Joint Property:  All costs necessary for the repair or replacement of Assets made necessary because of damages or losses by collapse, fire, flood, storms, theft, accident or other cause.  If the damage or loss is estimated by the Manager to exceed Ten Thousand Dollars (US$10,000), the Manager will furnish each Participant with written particulars of the damages or losses incurred as soon as practicable after the damage or loss has been discovered.  The proceeds, if any, received on claims against any policies of insurance in respect of those damages or losses will be credited to the Joint Account.

(h)

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

(i)

Taxes:  All taxes, duties or assessments of every kind and nature (except income taxes) assessed or levied upon or in connection with the Property, the Mining Operations thereon, or the production there from, which have been paid by the Manager for the benefit of the Members.

(j)

Insurance:  Net premiums paid for

(i)

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

(ii)

such other policies of insurance as the Manager may carry for the protection of the Parties in accordance with the Agreement; and

(iii)

the applicable deductibles in event of an insured loss.

(k)

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

(l)

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

(m)

Other Expenditures:  Such other costs and expenses which are not covered or dealt with in the foregoing provisions of this Subparagraph 3.1 of this Appendix C as are incurred with the approval of the Management Committee for Mining Operations or as may be contemplated in the Agreement.

4.

PURCHASE OF MATERIAL

4.1

Subject to Subparagraph 4.4 of this Appendix C the Manager will purchase all Materials and procure all services required in the Mining Operations.

4.2

Materials purchased and services procured by the Manager directly for the Mining Operations will be charged to the Joint Account at the price paid by the Manager less all discounts actually received.

4.3

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

4.4

Notwithstanding the foregoing provisions of this Paragraph 4, the Manager, after having obtained the prior approval of the Management Committee, will be entitled to supply for use in connection with the Mining Operations equipment and facilities which are owned by the Manager and to charge the Joint Account with such reasonable costs as are commensurate with the ownership and use thereof.

5.

DISPOSAL OF MATERIAL

5.1

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

5.2

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

5.3

Upon termination of the Agreement, the Management Committee may approve the division of any Material held by the Manager at that date, which Material may be taken by the Participants in kind or be taken by a Participant in lieu of a portion of its Proportionate Share of the net revenues received from the disposal of the Assets and Property.  If the division to a Participant be in lieu, it will be for such price and on such terms and conditions as the Management Committee may approve.

5.4

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

6.

INVENTORIES

6.1

The Manager will maintain records of Material in reasonable detail and records of Controllable Material in detail.

6.2

The Manager will perform Counts from time to time at reasonable intervals, and in any event at the end of each calendar year.  The independent external auditor of the Manager will be given reasonable notice of each Count, and will be given the opportunity to attend the Count.

6.3

Forthwith after performing a Count, the Manager will reconcile the inventory with the Joint Account.  The Manager will not be held accountable for any shortages of inventory except such shortages as may have arisen due to a lack of diligence on the part of the Manager.

7.

ADJUSTMENTS

7.1

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

7.2

The Manager will not adjust any invoice or statement in favor of itself after the expiration of twelve (12) months following the end of the calendar year to which the invoice or statement relates.

7.3

Notwithstanding Subparagraphs 7.1 and 7.2 of this Appendix C, the Manager may make adjustments to an invoice or statement which arise out of a Count of Material or Assets within sixty (60) days of the completion of the Count.

7.4

A Participant will be entitled upon notice to the Manager to request that the independent external auditor of the Manager provide that Participant with its opinion that any invoice or statement delivered pursuant to the Agreement in respect of the period referred to in Paragraph 7.1 of this Appendix C has been prepared in accordance with this Agreement.

7.5

The time for giving the audit opinion contemplated in Subparagraph 7.4 of this Appendix C will not extend the time for the taking of exception to and making claims on the Manager for adjustment as provided in Subparagraph 7.1 of this Appendix C.

7.6

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

7.7

Upon not less than ten (10) business days’ notice to the Manager, and no more frequently than twice during the currency of each Operating Plan, a Participant will be entitled to inspect the Joint Account, at the location(s) where such records are normally kept.  All costs incurred in carrying out such inspection will be borne by the Participant.  All disagreements or discrepancies identified by the Participant will be referred to the independent external auditor for final resolution.

APPENDIX D

AREA OF COMMON INTEREST - MAP

EX-99.6

URANIUM MINING LEASE AND AGREEMENT

This Uranium Mining Lease and Agreement ("Mining Lease"), is effective as of the Effective Date (defined in Section 1.A) and is by and between J. H. Williams, a single man, residing at 2317 Mesa, Salt Flat, Texas 79847 ("Lessor"), and Strathmore Resources (U.S.) Ltd., a Nevada corporation whose address is 2420 Watt Court, Riverton, Wyoming 82501 ("Lessee").

RECITALS

A.

Lessor is the owner of the executive rights for the leasing of the mineral rights for certain mineral properties located in McKinley and Sandoval Counties, New Mexico and described more specifically herein on Exhibits A and B to this Mining Lease (“Property”).  

B.

The Parties desire to enter into a Mining Lease granting Lessee the right to explore, develop and mine uranium from and under the Property.  

C.

Upon and subject to the terms and conditions of this Mining Lease, Lessee takes full responsibility for any and all environmental and reclamation obligations for Lessee's activities on, in and under the Property, and Lessee will comply in all material respects with any and all applicable federal, state, and local laws and regulations, whether environmental, mining, reclamation or otherwise, implicated by Lessee's activities ("Applicable Laws").

Pursuant to a Letter Agreement by and between Lessor and Lessee executed by the Parties on June 22, 2007 (the "Letter Agreement"), Lessee has made a non-refundable payment of $100,000 to Lessor, the receipt of which is hereby acknowledged.

NOW, THEREFORE, in consideration of the terms, conditions, payments, covenants and obligations set out in this Mining Lease, Lessor and Lessee mutually agree to the following provisions:

#

1.

DEFINITIONS.

A.

EFFECTIVE DATE.  "Effective Date" means the day on which the last of the following events has occurred: (1) the Lessor has executed this Mining Lease, and (2) the Lessee has executed this Mining Lease.

B.

EXPLOITATION.  "Exploitation" or "Exploit" means all means and methods selected by Lessee in its sole discretion, whether now known or discovered in the future, for determining and recovering the value contained in the Uranium Mineral Deposits, including but not limited to, geological and geophysical exploration activities; exploratory drilling operations; mining, underground mining, and open pit and other surface mining); surface activities in support of mining, including but not limited to drilling and operating water and fluid recovery wells; milling, processing, marketing; stockpiling; and storage, deposit and disposal of ore, overburden, topsoil, tailings, waste and other materials.

C.

MINERAL DEPOSITS.  "Mineral Deposits" means all valuable uranium and associated minerals in, on and under the Property.  Non uranium and uranium associated uranium and associated minerals and oil and gas are accepted from this Mining Lease. "Mineral Deposits" does not include sand, gravel and similar common minerals, which Lessee may use, without any obligation to make payments to Lessor, for construction of Production Facilities on the Property or on tracts not owned by Lessor within the exterior boundaries of the Property, but not otherwise.  In the event Lessee encounters other valuable minerals not covered by this Mining Lease during the term of the Mining Lease, Lessee will notify Lessor, who shall retain exclusive executive rights to such other minerals.  

D.

PARTIES.  Lessor represents that he holds one hundred percent (100%) of the executive rights to lease the mineral interests in the Property and is therefore authorized to enter into this Uranium Mineral Lease Agreement on behalf of all the owners of the uranium mineral interests on, under or within the Property.  The Lessor maintains an eighty-seven and one-half percent (87.5%) ownership interest in all Bonus Payments and Annual Rental Payments with twelve and one-half percent (12.5%) of such payments owned by Jasper and Ella Koontz.  Various parties including Lessor, Koontz and other parties in the chain of title (“Mineral Royalty Owners”) for the Property own or claim to own reserved interests in any royalty payments that may be made by Lessee pursuant to this Mining Lease.

E.

LEASED PROPERTY.  The uranium mineral interests subject to this Mining Lease are described on Exhibits A and B attached to this Uranium Mining Lease, which exhibits are incorporated by reference herein.  

2.

LEASE.

A.

Lessor leases the Property to Lessee with the exclusive right and privilege:

(1)

to exploit uranium mineral deposits.

(2)

to commingle, under and on the surface, ores, minerals and other materials from Mineral Deposits with ores, minerals and other materials from adjoining and nearby lands; provided, however, that (i) before commingling, Lessee shall in good faith and in accordance with sound mining practices sample Mineral Deposits and ores, minerals and other materials both in, on, and under adjoining and nearby lands and from the Property so that royalties payable to Lessor can be accurately and fairly determined and (ii) Lessee shall maintain complete and accurate records showing the results of such sampling and how royalties payable to Lessor are determined.

3.

TERM OF LEASE.  This Mining Lease will be for an initial term of ten (10) years from the Effective Date.  Subject to the bonus payment provisions of Section 4, Lessee in its sole discretion may extend the initial term for another five (5) year term as set forth herein.  If the initial term is so extended, the Mining Lease shall continue for so long thereafter beyond the option term period as Lessee is producing uranium from, within and under the Property and is in compliance with the terms and covenants of the Mining Lease.  During the continuing term, production operations shall be deemed conducted on a continuous basis unless or until after the option term, a period of one hundred and eighty (180) consecutive days elapses in which no uranium production or reclamation activities are conducted on the Property, excluding, however, periods of force majeure as provided in Section 21.  

4.

BONUS PAYMENTS.  

(a).

At the closing of this Mining Lease, Lessee shall pay Lessor the sum of Six Hundred Fifty Thousand Dollars ($650,000.00) as a bonus payment for the execution of the Mining Lease.  

(b).

In the event that Lessee determines in Lessee’s sole discretion to extend the initial ten-year term of the Mining Lease as set forth in Section 3 herein, Lessee will pay an additional Seven Hundred Fifty Thousand Dollars ($750,000.00) bonus payment on or prior to the tenth anniversary of the Effective Date of the Mining Lease.  

(c).

In the event Lessee has commenced commercial production of uranium by the fifteenth anniversary of the execution of the Uranium Mining Lease Agreement and, in Lessee’s sole discretion, determines to extend the Uranium Mineral Lease Agreement beyond the fifteenth anniversary of the Mining Lease as set forth in Section 3, Lessee will pay Lessor a final bonus payment of Seven Hundred Fifty Thousand Dollars ($750,000.00) on or before the date of the fifteenth anniversary of the Effective Date of the Mining Lease.

(d).

The bonus payments described in Section (a) through (c) shall not be recovered or recouped against any production royalty payments made by Lessee under this Uranium Mining Lease Agreement.  

(e).

All bonus payments described in paragraphs 3(b)(i) through (iii) will be paid eighty-seven and one-half percent (87½ %) to Lessor and twelve and one-half percent (12½ %) to Koontz.  

5.

ANNUAL RENTAL PAYMENTS.  

(a).

In addition to the Bonus Payments described in Section 4 herein, Lessee will pay Annual Rental Payments of Two Hundred Fifty Thousand Dollars ($250,000.00) during the initial ten-year tem of the Mining Lease.  The Annual Rental Payments will be due and payable on January 15 of each year the Uranium Lease is in effect, commencing January 15, 2008.

(b).

In the event Lessee exercises its option to extend the term of the Mining Lease beyond the initial term as described in Section 3 herein, the Annual Rental Payments beginning with the eleventh January 15 date which follows the Effective Date of the Mining Lease (January 15, 2018) will be Three Hundred Thousand Dollars ($300,000.00) per annum for so long as the Mining Lease remains in effect beyond an anniversary date of the Mining Lease.

(c).

All Annual Rental Payments shall become due regardless of whether commercial production has commenced and shall not be recovered or recouped against Production Royalties.

(d).

All Annual Rental Payments will be paid eight-seven and one-half percent (87½ %) to Lessor and twelve and one-half percent (12½ %) to Koontz.  

6.

MINIMUM ADVANCE ROYALTY PAYMENTS AFTER EIGHT YEARS.  In the event that Lessee has not commenced commercial production by the eighth (8^th) anniversary of the Effective Date of the Mining Lease, annual minimum advance royalty payments in the amount of Two Hundred and Fifty Thousand Dollars ($250,000.00) shall be paid to the Mineral Royalty Owners, in proportion to their percentage interests, commencing with a payment on the eighth anniversary of the Effective Date.  These payments shall be made separately from the bonus and rental payments described herein made to Lessor, and shall be credited and recovered against any future production royalties due the Mineral Royalty Owners.  

7.

PRODUCTION ROYALTIES.  

A.

Lessee will pay an eight percent (8%) net proceeds Production Royalty to the Mineral Royalty owners, in proportion to their percentage interests, on all uranium mined from the Property.  In the event Lessee sells uranium mined from the Property to an affiliated party, the uranium price for Production Royalty calculation will be deemed to be the highest uranium spot market price reported by Trade Tech or Uranium Exchange Consultants within the one-year period immediately preceding Lessee’s sale to the affiliated party.

B.

The Parties agree to reach a determination of the Mineral Royalty Owners prior to the commencement of the payment of the Minimum Advance Royalty Payment or Production Royalty Payment, whichever comes first.  In the event that there remains any controversy concerning the identity or claims of potential Mineral Royalty Owners, Lessee may pay any disputed portions of Minimum Advance Royalty Payments or Production Royalty Payments to a third party agreed to be Lessor and Lessee who will hold all or part of such payments until claims are resolved.

C.

Production Royalties shall be paid within thirty (30) days after the calendar month within which uranium or associated products are sold by Lessee.

8.

PROSPECTING AND MINING.

A.

Lessee shall conduct its prospecting and/or mining activities on the Property with reasonable diligence and skill for the purpose of achieving and maintaining the production of Mineral Deposits consistent with good mining and business practices and other applicable industry standards and practices and shall comply in all material respects with all Applicable Laws as further set out in this Mining Lease.

B.

Lessee shall within 90 days after the end of the term, termination or surrender and release of this Mining Lease deliver to Lessor copies of all drill logs, core assay data and other non-interpretive and non-analytical data obtained by Lessee in connection with its drilling operations on the Property.

C.

Annually, within 30 days after each anniversary date of the Effective Date, Lessee will provide to Lessor a written schedule of significant activity conducted within the Property during the preceding lease year, including (i) a description of the nature of the activity, (ii) the inclusive dates on which the activity was performed, and (iii) the area in which the activity was performed.

D.

In addition, Lessee shall annually, on dates and times and at locations agreed upon from time-to-time by Lessee and Lessor, meet with Lessor, and his representatives, to discuss significant developments and plans relating to the Property.

E.

Pursuant to the Letter Agreement, Lessor will deliver to Lessee originals or copies of drill hole maps, ore reserve maps, and any other documents in the possession of or available to Lessor relating to uranium deposits on the Property.

9.

DILIGENT DEVELOPMENT OPERATION.  Lessee will actively pursue operations on the Property.  Active Operations are defined to include exploration, defining ore reserves, development, permitting, preparation for mining, processing, reclamation, restoration and closure of any mine operation.  Any decision to place Property described in the Mining Lease into production shall be in Lessee’s sole discretion.  

10.

TITLE.  Lessor does not warrant title to the mineral estate ownership of the Property.  Lessor represents he is a part owner of the mineral estate and the Parties agree they will assist each other with their best efforts to identify all other rightful part-owners, and in cooperating, if other interests are maintained or claimed in the Leased Property and Lessor or Lessee elect to challenge or otherwise dispose of such claims.  

11.

TECHNICAL DATA.  Immediately upon the execution of the Mining Lease and payment of the $650,000 Bonus Payment, Lessor will provide Lessee with all of the boxes of technical information provided to the Williams family by Kerr-McGee Corporation upon termination of Kerr-McGee’s mineral lease of the Property.  Lessee shall copy the Williams’ original technical information in El Paso, Texas at Lessee’s expense and return all such original technical information to Lessor.  

12.

WATER RIGHTS.  After the Closing of this Mining Lease Agreement, the Parties agree to cooperate in Lessee’s review of Lessor’s water rights, if any, appurtenant to or associated with the Property.  In the event the Parties establish that Lessor owns, controls or has claims to water rights associated with the Property, Lessee may, at its sole discretion, negotiate the lease of all or part of Lessor’s water rights with Lessor.  The Parties agree that the use of such water rights would enhance the ability to mine the Property and shall conduct their negotiations for the water rights in good faith.

13.

PROHIBITED DISPOSALS.  Subject to any agreement that Lessee may enter into with the surface owner of the Property for surface deposition of materials, Lessee will not store or dispose of mill tailings, liquids or other waste by-products of milling or benefication of uranium ores or source material of any kind on or within the Property, unless approved by all of the mineral interest owners in their sole discretion.

14.

SURFACE USE.  Lessor reserved his interest in the mineral estate of the Property in his transfer and conveyance of the surface estate to the New Mexico State Game Commission in 1967.  Lessor agrees to use his best efforts to assist Lessee in obtaining access and rights to use the surface estate in exploiting the Lessor’s mineral estate for the purposes set forth in this Mining Lease; provided, however Lessee shall take the lead in obtaining such access and rights and shall have ultimate responsibility for all dealings with the New Mexico State Game Commission regardless of any assistance obtained from Lessor.

15.

TAXES.  Except for any income taxes and any other taxes and assessments accruing by reason of Lessor's receipt of the Initial Non-Refundable Payment, the Bonus Payments, Rental Payments, Advance Royalties, Production Royalties, and any other amounts paid or payable under this Mining Lease by Lessee to Lessor, and Lessee will pay any additional taxes or assessments that may be levied or assessed against Lessor as a direct result of any activities by Lessee under this Mining Lease.

16.

INSURANCE.

A.

Lessee agrees and covenants to carry and maintain in full effect during the term of this Mining Lease adequate insurance coverage to prevent Lessor from suffering damages by virtue of Lessee's utilization of the Property.  Lessor shall be named as an additional third party insured on Lessee’s insurance policies.  

B.

Lessee shall require any contractor employed by Lessee to perform work on, in or under the Property to carry and maintain insurance coverage to prevent Lessor from suffering damages by virtue of Lessee’s utilization of the Property.  

C.

Lessee shall provide bonds or other financial assurances pursuant to Applicable Law for the performance of its reclamation and other obligations relating to the Property.

17.

INDEMNIFICATION.

A.

Lessee agrees to indemnify, protect, defend and hold Lessor harmless from and against any and all environmental (including, without limitation, environmental protection or reclamation-related) or non-environmental claims, losses, demands, lawsuits, citizen suits, proceedings, enforcement actions, administrative orders, liabilities, costs, damages, injury and litigation expenses (including, without limitation, attorneys' and experts' fees) arising in any way and at any time (whether before or after the end of the term, termination or surrender and release of this Mining Lease for any reason) from Lessee's use of, Exploitation or other activities on, in or under the Property, or from conditions on, in or under the Property to the extent such conditions were created or caused by Lessee, its employees, contractors, affiliates, successors, venture partners, permittees, agents or other representatives.

B.

This agreement to indemnify does not extend to liability, claims, damages, losses or expenses, including attorneys' fees, caused by or resulting from, in whole or in part, the negligence, act or omission of Lessor, or the agents or employees of Lessor, in the performance of a "construction contract" as defined in NMSA 1978, § 56-7-1, or in the performance of an "agreement pertaining to a well for oil, gas or water, or mine for a mineral" as defined in NMSA 1978, § 56-7-2. This limitation on Lessee's agreement to indemnify is intended solely to ensure that the agreement satisfies either or both of New Mexico's anti-indemnification provisions, NMSA 1978, §§ 56-7-1 and 56-7-2, as may be applicable.

18.

COMPLIANCE WITH LAW.  Lessee's use of the Property, and any Exploitation or other activities on, in, or under the Property, shall be undertaken by Lessee in compliance with all Applicable Laws, including, without limitation, those concerning mining methods, environmental matters and reclamation. At a minimum, Lessee shall reclaim all disturbances caused by Lessee, its employees, contractors, affiliates, venture partners, permittees, agents, or other representatives, in accordance with the reclamation and performance standards set forth in the New Mexico Mining Act and in regulations adopted thereunder, and under other applicable federal and state laws and regulations.  Any termination of this Mining Lease notwithstanding, and unless otherwise agreed in writing, Lessee agrees, both during and after the term of this Mining Lease, to take full responsibility for such compliance and reclamation and for any le gal liability (whether related to environmental, reclamation or otherwise) or enforcement proceedings arising from Lessee's activities or conditions caused by or resulting from such activities on, in or under the Property to the extent such conditions were created or caused by Lessee, its employees, contractors, affiliates, venture partners, permittees, agents, or other representatives. In addition, all activities or work performed or caused to be performed by Lessee on the Property shall be performed in accordance with standard prevailing practices in the mining and reclamation fields and in a manner to minimize any detrimental effects to Lessor's established and customary uses of the Property.

19.

DEFAULT.

A.

In the event either Party considers the other in default under any term or provision of this Mining Lessee, it shall give written notice of such default to the other in the manner provided in Section 30.  If the other Party admits its default in writing, such other Party shall cure the default within 60 days of receiving such notice unless curing the default in good faith and with due diligence would take longer than 60 days, in which case the other Party shall within 60 days begin to cure the default and thereafter proceed in good faith and with due diligence to cure the default.

B.

If the Party claimed to be in default admits its default in writing and fails to cure the default within the time prescribed in Section 19A, then the Party asserting default may terminate this Mining Lease.

C.

If the Party claimed to be in default does not admit the default in writing, then the matter shall be submitted to binding arbitration in the manner provided in Sections 22 and 27.  If the Party claiming default prevails at such arbitration, then that Party may terminate this Mining Lease unless the other Party proceeds to cure the default(s) confirmed by the arbitration within the time prescribed in Section 19A.

D.

Subject to the right of a Party to terminate this Mining Lease pursuant to this Section 19, controversy between the Parties shall not interrupt operations hereunder.  During the period of any unresolved controversy, Lessee shall continue to make the payments to Lessor provided for herein and may continue to exercise its rights hereunder.

20.

TERMINATION.

A.

Lessee may terminate the Mining Lease at any time subject to any accrued Bonus Payment, Rental Payment, Advanced Minimum Royalty Payment, Production Royalty Payment or liabilities on the Property.  Lessee’s termination of the Mining Lease will be subject to any accrued obligations, and subject to the surviving indemnification as described herein.  

B.

Lessor may terminate the Mining Lease for any default by Lessee of any term of the Mining Lease subject to the provisions of Section 19.  

C.

Upon termination of the Mining Lease, the Property, any separately leased water rights and developed water rights, together with all documentation of the same and any information and data developed pursuant to Lessee’s activities relating to the Property, will revert to Lessor, and Lessee agrees to execute any necessary documents to accomplish same.  Lessor shall not be required to compensate Lessee for any such water right transfers, however, Lessor shall bear the cost of any such transfers.

21.

FORCE MAJEURE.

A.

If either Party shall be prevented by Force Majeure (as defined in Section 21B) from timely performance of any obligation under this Mining Lease (except any obligation of Lessee to pay money to Lessor), the failure of timely performance shall be excused and the period of performance and the term hereof shall be extended for an additional period equal to the duration of the Force Majeure, but in no event shall the term be extended as a result of Force Majeure for a period longer that the duration of the Force Majeure or for more than 10 years. During any period of Force Majeure, Lessee shall continue to make all payments to Lessor provided for herein. Upon the occurrence and upon the termination of any Force Majeure, the Party whose timely performance is prevented shall promptly notify the other Party in writing as provided in Section 30 and shall proceed in good faith and with due diligence to remedy the Force Majeure, b ut shall not be required to settle any labor dispute or to contest the validity or applicability of any law, regulation or administrative action or any act or failure to act by any civil or military authority.

B.

"Force Majeure" means any cause beyond a Party's reasonable control, including, without limitation, act or failure to act by any governmental authority; inability after diligent efforts to obtain any license, permit or other authorization required to conduct operations or in connection with the Property; unforeseen geological or metallurgical conditions: unusually severe weather; acts of God; mining casualty; shutdown of a mill or other processing facility to which production has been committed; material damage to or destruction of a mine, mill or other facility that is integral to the Lessee’s operation; fire; explosion; flood; insurrection; riot; labor dispute; inability after diligent efforts to obtain workmen, materials or supplies; or delay in transportation.

22.

ARBITRATION.  Any controversy or claim arising out of or relating to this Mining Lease, or the breach hereof, will be settled by arbitration in accordance with the New Mexico Uniform Arbitration Act (the "Act"), NMSA 1978, §§ 44-7A-1 to 44-7A-32, as amended at any time, and judgment upon any arbitration award rendered by the arbitrator(s) may be entered by a court in accordance with the Act. The Parties further agree as follows:

A.

The Party seeking arbitration shall serve a demand for arbitration on the other Party in the manner provided in Section 31. The demand shall describe the nature of the controversy and the remedy sought.

B.

Any arbitrator selected or appointed to arbitrate any dispute arising under this Mining Lease will be a disinterested person familiar with the business of mining and processing uranium ore and the marketing of the product from the processing of uranium ore.

C.

Arbitration will be performed by one neutral arbitrator selected by the Parties. If the Parties are unable to agree on an arbitrator within 20 days of service of the demand for arbitration, then each Party shall within five days designate its own arbitrator. The Parties' designated arbitrators shall then within 10 days appoint a neutral arbitrator and the three arbitrators shall arbitrate the matters submitted for arbitration.

23.

ASSIGNMENT.  Any Party may sell and assign all or any part of its interest under this Mining Lease with written notice to the other Party.  All terms of the Mining Lease will be binding upon and shall accrue to the benefit of any successors-in-interest, assigns or heirs of the Parties.  

24.

MODIFICATION AND WAIVER.  This Mining Lease may not be amended or modified except by written document signed by both Parties. A waiver by either Party of full compliance with any term, covenant or condition will not be deemed to be a waiver of such term, covenant or condition on any subsequent breach of the same or of any other term, covenant or condition contained in this Mining Lease.

25.

APPLICABLE LAW.  This Mining Lease will be governed, construed and enforced in accordance with the laws of the State of New Mexico.

26.

CAPTIONS.  The section captions in this Mining Lease are for convenience only and shall not control or affect the meaning or construction of any provision.

27.

ARBITRATION AND LITIGATION COSTS AND EXPENSES. In any arbitration or court action brought by either Party to enforce any of the terms and provisions of this Mining Lease, the prevailing Party will be awarded, in addition to damages, injunctive or other relief, its reasonable costs and expenses of arbitration or litigation, including, without limitation, reasonable attorneys' fees.

28.

ENTIRE AGREEMENT.  The Parties intend this Mining Lease to be the final and complete expression of their agreement. This Mining Lease merges all previous negotiations between the Parties and constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof.

29.

SEVERABILITY.  In the event any portion of this Mining Lease shall be found by an arbitrator or a court with jurisdiction to be invalid or void for any reason, that portion shall thereafter be without force or effect. However, the balance of this Mining Lease shall not be affected and shall continue in full force and effect.

30.

NOTICES.  All notices and other communications, required or permitted to be given under this Mining Lease shall be in writing and shall be deemed to have been duly given and delivered, if mailed, certified postage prepaid:

#

If to Lessor:

John H. Williams, III

2317 Mesa

Salt Flat, TX 79847

With copies to:

Stuart Butzier, Esq.

Modrall, Sperling, Roehl, Harris & Sisk, P.A.

P. O. Box 2168

Albuquerque, NM 87103-2168

If to Lessee:

Strathmore Resources (U.S.) Ltd.

Attn:  Tom Powell

2420 Watt Court

Riverton, Wyoming 82501

With copies to:

Comeau, Maldegen, Templeman & Indall, LLP

Attn:  Jon J. Indall, Esq.

P. O. Box 669

Santa Fe, NM 87504-0669

Such addresses may be changed from time to time by giving the other party 15 days prior written notice.

31.

SHORT FORM AND RECORDING.  Contemporaneously herewith, the Parties shall execute and deliver a Short Form Memorandum of this Mining Lease.  Lessee may record the Short Form Memorandum in the real property records of McKinley and Sandoval Counties.

32.

CONSTRUCTION.  Both Parties and their respective advisers and legal counsel participated in negotiating and drafting this Mining Lease. Consequently, any rule of construction to the effect that any ambiguity is to be resolved against the drafting party, including but not limited to the rule of contra proferentem, shall not be applicable hereto.

#

#

EX-99.7

CONSENT OF DAVID C. FITCH

I consent to the use of the information contained in my Technical Report on the Roca Honda Uranium Property, McKinley County, New Mexico, dated May 14, 2008 prepared for Strathmore Minerals Corp. in the Annual Report for Fiscal 2007 on Form 40-F of Strathmore as filed with the United States Securities and Exchange Commission.

Dated: _June 27, 2008 Signed:    

EX-99.8

CONSENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

We consent to the use in this annual report on Form 40-F of Strathmore Minerals Corp. of our report dated April 22, 2008 relating to the consolidated balance sheets of Strathmore Minerals Corp. as at December 31, 2007 and 2006, and the consolidated statements of operations and deficit, comprehensive loss, accumulated other comprehensive loss and cash flows for the years ended December 31, 2007, 2006 and 2005 and relating to the effectiveness of Strathmore Mineral Corp.'s internal control over financial reporting as at December 31, 2007.

Chartered Accountants

Vancouver, Canada

July 3, 2008

1200 - 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, B.C., Canada V7Y 1G6

Telephone (604) 687-0947  Fax (604) 687-6172

EX-99.9

CERTIFICATIONS

 I, David Miller, certify that:

1. 

I have reviewed this annual report on Form 40-F of Strathmore Minerals Corp.;

2. 

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. 

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4. 

The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and have:

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals;

c)

Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)

Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5. 

The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date:  July 2, 2008

By:	/s/  David Miller
David Miller, Chief Executive Officer

EX-99.10

CERTIFICATIONS

 I, Patrick Groening, certify that:

1. 

I have reviewed this annual report on Form 40-F of Strathmore Minerals Corp.;

2. 

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. 

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4. 

The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and have:

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals;

c)

Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)

Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5. 

The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date:  July 2, 2008

By:	/s/  Patrick Groening
Patrick Groening, Chief Financial Officer

EX-99.11

CERTIFICATIONS PURSUANT TO THE SARBANES-OXLEY ACT

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

I, David Miller, Chief Executive Officer of Strathmore Minerals Corp. (the “Company”) do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

1.

This Annual Report on Form 40-F of the Company for the period ended December 31, 2007, as filed with the Securities and Exchange Commission (the “report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.

The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: July 2, 2008

/s/  David Miller

David Miller,

Chief Executive Officer

#

EX-99.12

CERTIFICATIONS PURSUANT TO THE SARBANES-OXLEY ACT

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

I, Patrick Groening, Chief Financial Officer of Strathmore Minerals Corp. (the “Company”) do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

1.

This Annual Report on Form 40-F of the Company for the period ended December 31, 2007, as filed with the Securities and Exchange Commission (the “report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.

The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: July 2, 2008

/s/  Patrick Groening

Patrick Groening,

Chief Financial Officer

#