-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VGA0zqjO8vd9NNegvsYE/8GMhtj1YgI8q64LUtyYWWDbYe2jhQDS7TMF0+p9jxro 3SM2BnV3cSSC2enUywzgBQ== 0001062993-08-004288.txt : 20080929 0001062993-08-004288.hdr.sgml : 20080929 20080929120325 ACCESSION NUMBER: 0001062993-08-004288 CONFORMED SUBMISSION TYPE: 40-F PUBLIC DOCUMENT COUNT: 20 CONFORMED PERIOD OF REPORT: 20080630 FILED AS OF DATE: 20080929 DATE AS OF CHANGE: 20080929 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALEXCO RESOURCE CORP CENTRAL INDEX KEY: 0001364128 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 STATE OF INCORPORATION: B0 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 40-F SEC ACT: 1934 Act SEC FILE NUMBER: 001-33621 FILM NUMBER: 081093068 BUSINESS ADDRESS: STREET 1: SUITE 1150 STREET 2: 200 GRANVILLE ST CITY: VANCOUVER STATE: A1 ZIP: V6C 1S4 BUSINESS PHONE: 604-633-4888 MAIL ADDRESS: STREET 1: SUITE 1150 STREET 2: 200 GRANVILLE ST CITY: VANCOUVER STATE: A1 ZIP: V6C 1S4 40-F 1 form40f.htm Filed by sedaredgar.com - Alexco Resource Corp. - Form 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 June 30, 2008

Commission file number: 001-33621

ALEXCO RESOURCE CORP.
(Exact Name of Registrant as Specified in its Charter)

British Columbia, Canada 1040 91-0742812
(Province or other jurisdiction of incorporation or organization) (Primary Standard Industrial (I.R.S. Employer Identification No.)
  Classification Code)  

Suite 1150-200 Granville Street
Vancouver, British Columbia, Canada V6C 1S4
(604) 633-4888
(Address and Telephone Number of Registrant’s Principal Executive Offices)

Dorsey & Whitney LLP Copies to:
Republic Plaza Building, Suite 4700 Kenneth G. Sam
370 Seventeenth Dorsey & Whitney LLP
Denver, Colorado 80202 Republic Plaza Building, Suite 4700
(303) 629-3400 370 Seventeenth
(Name, address (including zip code) and telephone number (including area (303) 629-3445
code) of agent for service in the United States)  

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

Title of Each Class: Name of Each Exchange On Which Registered:
Common Shares, no par value American Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act: N/A

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

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: 35,831,014

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    [X] No

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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.   [X] Yes     [   ] No


EXPLANATORY NOTE

Alexco Resource Corp. (the “Company” or the “Registrant”) is a Canadian issuer eligible to file its annual report pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 40-F pursuant to the multi-jurisdictional disclosure system of the Exchange Act . The Company is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. Equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3.

FORWARD-LOOKING STATEMENTS

This annual report on Form 40-F and the exhibits attached hereto contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements concern the Company’s anticipated results and developments in the Company’s operations in future periods, planned exploration and development of its properties, plans related to its business and other matters that may occur in the future. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management.

Statements concerning reserves and mineral resource estimates may also be deemed to constitute forward-looking statements to the extent that they involve estimates of the mineralization that will be encountered if the property is developed, and in the case of mineral reserves, such statements reflect the conclusion based on certain assumptions that the mineral deposit can be economically exploited. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “estimates” or “intends”, or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation:

  • risks related to the exploration and development of our properties, including the Bellekeno Project;

  • risks related to differences between U.S. and Canadian practices for reporting resources and reserves;

  • risks related to our reserves and resources figures being estimates based on interpretations and assumptions which may result in less mineral production under actual conditions than is currently or may be estimated;

  • risks related to the inherently dangerous activity of mining and mine reclamation, including conditions or events beyond our control;

  • risks related to governmental regulations;

  • risks related to uncertainty in our ability to obtain and maintain certain permits and licenses necessary to our current and anticipated operations, including the Bellekeno Project;

  • risks related to our business being subject to environmental laws and regulations which may increase our costs of doing business and restrict our operations;

  • risks related to our intellectual property and our ability to prevent our competitors from infringing on our patents and other intellectual property rights or developing substantially similar or superior technology;

  • uncertainty relating to our ability to keep pace with the rapid technological developments in our industry;

  • risks related to the future demand of reclamation services and the industry’s willingness to spend capital on mine reclamation and remediation services;

  • risks related to our ability to obtain adequate financing on favorable terms to meet our future capital needs;

  • risks related to our mineral properties being subject to prior unregistered agreements, transfers, or claims and other defects in title;

  • risks related to First Nation land claims in the Yukon Territory, including the Keno Hill Project;

  • risks related to increased competition that could adversely affect our ability to attract necessary capital funding or


    acquire suitable producing properties for mineral exploration in the future;

  • risks related to our officers and directors being or becoming associated with other natural resource companies which may give rise to conflicts of interests;
     
  • risks related to our history of losses, which we may continue to incur in the future;
     
  • risks related to our lack of insurance coverage for certain risks;
     
  • risks related potential shortages in supplies and personnel;
     
  • risks related to currency fluctuations;
     
  • risks related to changes in the market price of gold, silver, and other minerals which in the past has fluctuated widely and which could affect the profitability of our operations and financial condition;
     
  • risks related to our international operations; and
     
  • risks related to our common shares.

This list is not exhaustive of the factors that may affect our forward-looking statements. Some of the important risks and uncertainties that could affect forward-looking statements are described further in the exhibits attached to this annual report on Form 40-F, including the Annual Information Form attached as Exhibit 1. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the forward-looking statements. Forward-looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made, and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable law. Investors are cautioned against attributing undue certainty to forward-looking statements.

NOTES TO UNITED STATES READERS

DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES

The Company is permitted, under a multi-jurisdictional disclosure system adopted by the United States, to prepare this annual report in accordance with Canadian disclosure requirements, which are different from those of the United States. The Company prepares its financial statements, which are filed with this annual report on Form 40-F, in accordance with Canadian generally accepted accounting principles (“GAAP”), and they may be subject to Canadian auditing and auditor independence standards. They may not be comparable to financial statements of United States companies. Significant differences between Canadian GAAP and United States GAAP are described in Note 19 of the audited consolidated financial statements of the Company.

CURRENCY

Unless otherwise indicated, all dollar amounts in this annual report on Form 40-F and the documents incorporated herein by reference are in Canadian dollars. The exchange rate of Canadian dollars into United States dollars, on June 30, 2008, based upon the noon buying rate in New York City for cable transfers payable in Canadian dollars as certified for customs purposes by the Federal Reserve Bank of New York, was US$1.00 = CAD$1.017.

RESOURCE AND RESERVE ESTIMATES

The Company’s Annual Information Form filed as Exhibit 1 to this annual report on Form 40-F has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of United States securities laws. The terms “mineral reserve”, “proven mineral reserve” and “probable mineral reserve” are Canadian mining terms as defined in accordance with Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy and Petroleum’ (the “CIM”) - CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended. These definitions differ from the definitions in the United States Securities and Exchange Commission (“SEC”) Industry Guide 7 (“SEC Industry Guide 7”) under the United States Securities Act of 1933, as amended. Under SEC Industry Guide 7 standards, a “final” or “bankable” feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority.

In addition, the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource”


are defined in and required to be disclosed by NI 43-101; however, these terms are not defined terms under SEC Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves. “Inferred 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 an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable. Disclosure of “contained ounces” in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC standards as in place tonnage and grade without reference to unit measures.

Accordingly, information contained in this annual report on Form 40-F and the documents incorporated by reference herein containing descriptions of our mineral deposits may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.

ANNUAL INFORMATION FORM

The Company’s Annual Information Form for the fiscal year ended June 30, 2008 is filed as Exhibit 1 and incorporated by reference in this annual report on Form 40-F.

AUDITED ANNUAL FINANCIAL STATEMENTS AND
MANAGEMENT’S DISCUSSION AND ANALYSIS

Audited Annual Financial Statements

The audited consolidated financial statements of the Company for the years ended June 30, 2008 and 2007, including the report of the independent auditor with respect thereto, are filed as Exhibit 2 and incorporated by reference in this annual report on Form 40-F. For a reconciliation of important differences between Canadian and United States generally accepted accounting principles, see Note 19 to the Company’s audited consolidated financial statements.

Management’s Discussion and Analysis

The Company’s management’s discussion and analysis is filed as Exhibit 3 and incorporated by reference in this annual report on Form 40-F.

Tax Matters

Purchasing, holding, or disposing of securities of the Company may have tax consequences under the laws of the United States and Canada that are not described in this annual report on Form 40-F.

DISCLOSURE CONTROLS AND PROCEDURES

At the end of the period covered by this report, an evaluation was carried out under the supervision of and with the participation of the Company’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operations of the Company’s disclosure controls and procedures (as defined in Rule 13a – 15(e) and Rule 15d – 15(e) under the Exchange Act). Based on that evaluation the CEO and the CFO have concluded that as of the end of the period covered by this report, the Company’s disclosure controls and procedures were adequately designed and effective in ensuring that: (i) information required to be disclosed by the Company in reports that it files or submits to the Securities and Exchange Commission under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company’s management has employed a framework consistent with Exchange Act Rule 13a-15(c), to evaluate the Company’s internal control over financial reporting described below.

Internal control over financial reporting is a process designed by, or under the supervision of, the President and Chief Executive Officer and the Chief Financial Officer and effected by the Board of Directors, management and other personnel 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. It includes those policies and procedures that:



  (i)

pertain to the maintenance of records that accurately and fairly reflect, in reasonable detail, the transactions related to and dispositions of the Company’s assets;

     
  (ii)

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that the Company’s receipts and expenditures are made only in accordance with authorizations of management and the Company’s directors; and

     
  (iii)

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 Company’s financial statements.

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

Management conducted an evaluation of the design and operation of the Company’s internal control over financial reporting as of June 30, 2008 based on the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, management has concluded that the Company’s internal control over financial reporting was effective as of June 30, 2008 and no material weaknesses were discovered.

The Company is required to provide an auditor’s attestation report on internal control over financial reporting for the fiscal year ended June 30, 2008. In this report, the Company’s independent registered auditor, PricewaterhouseCoopers LLP, must state its opinion as to the effectiveness of the Company’s internal control over financial reporting for the fiscal year ended June 30, 2008. PricewaterhouseCoopers LLP has audited the Company’s financial statements included in this annual report on Form 40-F and has issued an attestation report on the Company’s internal control over financial reporting. The Auditor's report on the consolidated financial statements as at and for the year ended June 30, 2008 and on the effectiveness of the Company's internal controls over financial reporting as at June 30, 2008 were delivered by PricewaterhouseCoopers LLP in connection with the audited financial statements attached to this annual report on Form 40-F as Exhibit 2.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

During the period covered by this annual report on Form 40-F, no changes occurred in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

The Company’s management, including the CEO and CFO, does not expect that its disclosure controls and procedures or internal controls and procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

CORPORATE GOVERNANCE

The Company is listed on the Toronto Stock Exchange (“TSX”) and is required to describe its practices and policies with regards to corporate governance with specific reference to the TSX guidelines on an annual basis by way of a corporate governance statement contained in the company’s annual report or information circular. The Company is also listed on the American Stock Exchange (“AMEX”) and additionally complies as necessary with the rules and guidelines of AMEX as well as the SEC. The Company reviews its governance practices on an ongoing basis to ensure it is in compliance.

The Company’s Board of Directors is responsible for the Company’s Corporate Governance policies and has separately designated standing Audit, Compensation, Corporate Governance, and Environmental and Safety Committees. The Company’s Board of Directors has determined that all the members of the Audit, Compensation, and Corporate Governance Committees are independent, based on the criteria for independence and unrelatedness prescribed by the TSX and the AMEX.


Compensation Committee

Compensation of the Company’s Chief Executive Officer and all other officers is recommended to the Board of Directors for determination by the Compensation Committee. The Compensation Committee develops, reviews and monitors director and executive officer compensation and policies. The Compensation Committee is also responsible for annually reviewing the adequacy of compensation to directors, officers, and other consultants and the composition of compensation packages. The Company’s Chief Executive Officer cannot be present during the Committee’s deliberations or vote.

The Compensation Committee is composed of Michael D. Winn, David H. Searle and George Brack, each of whom, in the opinion of the Board of Directors, is independent under the rules of the TSX and the AMEX.

Corporate Governance Committee

Nominees for the election to the Board of Directors are recommended by the Corporate Governance Committee. The Company has adopted a formal written board resolution addressing the nomination process and such related matters as may be required under the rules of the TSX and the AMEX and any applicable securities laws.

The Corporate Governance Committee is composed of Michael D. Winn, David H. Searle and George Brack, each of whom, in the opinion of the Board of Directors, is independent under the rules of the TSX and the AMEX.

AUDIT COMMITTEE

Composition and Responsibilities

The Company’s Board of Directors has a separately designated standing Audit Committee established in accordance with section 3(a)(58)(A) of the Exchange Act. The Company’s Audit Committee is composed of Michael D. Winn, David H. Searle and George Brack, each of whom, in the opinion of the Company’s Board of Directors, is independent, as determined under Rule 10A-3 of the Exchange Act and Rules 121 and 803A of the AMEX and the rules of the TSX, and each of whom is financially literate.

Mr. Michael D. Winn is currently President of Terrasearch Inc., a consulting company that provides analysis on mining and energy companies. Prior to forming that company in 1997, Mr. Winn spent four years as an analyst for a southern California based brokerage firm (Global Resource Investments, Inc.), where he was responsible for the evaluation of emerging oil and gas and mining companies. Mr. Winn has worked in the oil and gas industry since 1983 and the mining industry since 1992, and is also a director of several companies that are involved in mineral exploration in Canada, Latin America, Europe and Africa. Mr. Winn has completed graduate course work in accounting and finance and received a B.S. in geology from the University of Southern California. Mr. Winn also serves as President, Chief Executive Officer and a director of Sanu Resources Ltd. and as a director of Eurasian Minerals Inc., General Minerals Corp., Lake Shore Gold Corp., Mena Resources Inc., Quest Capital Corp. and Transatlantic Petroleum Corp.

Mr. Searle is a lawyer and a recently retired partner at Fasken Martineau DuMoulin and brings to the Board 44 years of experience practicing law in western and northern Canada. He has extensive experience in environmental assessment, the permitting of major projects and in the area of mine closure and reclamation. Mr. Searle regularly appeared in all three northern jurisdictions before the Boards that conduct environmental assessments and issue water licenses and land use permits and has extensive experience dealing with contaminated sites in British Columbia.

Mr. George Brack is the Managing Director and Industry Head, Mining Group of Scotia Capital. Prior to joining Scotia Capital, Mr. Brack was President of Macquarie North America Ltd., an investment banking firm specializing in mergers and acquisitions and other advisory functions for North American resource companies. Previously, Mr. Brack held the position of Vice President Corporate Development at Placer Dome Inc. Mr. Brack has worked for CIBC Wood Gundy, where he was Vice President of the Investment Banking Group. Mr. Brack's career in corporate finance has focused on the identification, evaluation and execution of strategic mergers and acquisitions.

The members of the Audit Committee do not have fixed terms and are appointed and replaced from time to time by resolution of the Board of Directors.

The Audit Committee meets with the President and Chief Executive Officer and the Chief Financial Officer of the Company and the Company’s independent auditors to review and inquire into matters affecting financial reporting, the system of internal accounting and financial controls, and the Company’s audit procedures and audit plans. The Audit Committee also recommends to the Board of Directors the independent auditors to be appointed for each fiscal year. In addition, the Audit Committee reviews and recommends to the Board of Directors for approval the annual and quarterly financial statements and management’s discussion and analysis. Finally,


the Audit Committee undertakes other activities as required by the rules and regulations of the TSX and the AMEX and other governing regulatory authorities.

The full text of the Audit Committee Charter is stated in the Company’s Annual Information Form (filed as Exhibit 1 and incorporated by reference in this annual report on Form 40-F).

Audit Committee Financial Expert

The Board of Directors has designated Mr. Michael Winn as the Audit Committees’ “financial expert” (as defined in Item 407(d)(5) of Regulation S-K under the Exchange Act) and “financially sophisticated under the Rule 803(B)(2)(iii) of the AMEX.

Mr. Winn is a financial expert and financially sophisticated, in that he has an understanding of generally accepted accounting principles and financial statements; is able to assess the general application of accounting principles in connection with the accounting for estimates, accruals and reserves; has experience analyzing or evaluating financial statements that entail accounting issues of equal complexity to the Company's financial statements (or actively supervising another person who did so); and has a general understanding of internal controls and procedures for financial reporting and an understanding of audit committee functions.

Mr. Winn does not have an accounting designation; instead his expertise is derived from his high level involvement in the financial matters of public corporations. Mr. Winn is currently President of Terrasearch Inc., a consulting company that provides analysis on mining and energy companies. Mr. Win has worked in the oil and gas industry since 1983 and the mining industry since 1992. He completed graduate course work in accounting and finance and received a BSc in geology from the University of Southern California. Mr. Winn has the business expertise to understand and evaluate financial statements and the accounting principles applied to natural resource companies’ financial statements.

PRINCIPAL ACCOUNTING FEES AND SERVICES – INDEPENDENT AUDITORS

PricewaterhouseCoopers LLP, Chartered Accountants, serve as the independent auditors for the Company and have acted as the Company's independent auditor for the fiscal year ended June 30, 2008 and for the fiscal year ended June 30, 2007. The chart below sets forth the total amount billed to the Company by PricewaterhouseCoopers LLP for services performed in these periods and breaks down these amounts by category of service (for audit fees, audit-related fees, tax fees and all other fees):

External Auditor Service Fees (By Category)

 Financial Year Ended Audit Fees Audit Related Fees Tax Fees All Other Fees
June 30, 2008 $280,000 $71,452 $Nil $Nil
June 30, 2007 $107,000 $84,352 $Nil $70,270

"Audit Fees" are the aggregate fees billed by PricewaterhouseCoopers LLP for the audits of the Company’s consolidated annual financial statements and internal control over financial reporting that are provided in connection with statutory and regulatory filings or engagements.

"Audit-Related Fees" are fees charged by PricewaterhouseCoopers LLP for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under "Audit Fees." This category includes but is not limited to fees billed for independent accountant review of the interim financial statements and Management Discussion and Analysis, advisory services associated with the Company’s financial reporting and fees charged for services rendered in connection with registration statements and other securities offering documents.

"Tax Fees" are fees for professional services rendered by PricewaterhouseCoopers LLP for tax compliance, tax advice on actual or contemplated transactions.

"All Other Fees" include all fees charged by PricewaterhouseCoopers LLP for products or services other than those charged for "Audit Fees", "Audit-Related Fees" and "Tax Fees".

PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES PROVIDED BY
INDEPENDENT AUDITORS

The Audit Committee nominates and engages the independent auditors to audit the financial statements, and approves all audit, audit-related services, tax services and other services provided by PricewaterhouseCoopers LLP. Any services provided by PricewaterhouseCoopers LLP that are not specifically included within the scope of the audit must be pre-approved by the Audit Committee prior to any engagement. The Audit Committee is permitted to approve certain fees for audit-related services, tax services and other services pursuant to a de minimus exception before the completion of the engagement. In the fiscal year ended June 30,


2008, no fees paid to PricewaterhouseCoopers LLP were approved pursuant to the de minimus exception.

OFF-BALANCE SHEET TRANSACTIONS

The Company does not have any off-balance sheet financing arrangements or relationships with unconsolidated special purpose entities.

CODE OF ETHICS

The Board of Directors has adopted a written Code of Business Conduct and Ethics by which it and all officers and employees of the Company abide. In addition, the Board of Directors, through its meetings with management and other informal discussions with management, encourages a culture of ethical business conduct and believes the Company's high caliber management team promotes a culture of ethical business conduct throughout the Company's operations and is expected to monitor the activities of the Company’s employees, consultants and agents in that regard. The Board of Directors encourages any concerns regarding ethical conduct in respect of the Company’s operations to be raised, on an anonymous basis, with the President and CEO, the Chairman, or another Board member as appropriate.

It is a requirement of applicable corporate law that directors and senior officers who have an interest in a transaction or agreement with the Company promptly disclose that interest at any meeting of the Board at which the transaction or agreement will be discussed and, in the case of directors, abstain from discussions and voting in respect to the same if the interest is material. These requirements are also contained in the Company's Articles, which are made available to the directors and senior officers of the Company. All related party transactions are subject to the review of the Company’s Audit Committee.

All amendments to the code, and all waivers of the code with respect to any of the officers covered by it, will be posted on the Company’s website, submitted on Form 6-K and provided in print to any shareholder who requests them. The Company’s Code of Business Conduct and Ethics is located on its website at www.alexcoresource.com.

CONTRACTUAL OBLIGATIONS

The following table lists as of June 30, 2008 information with respect to 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
Lease Contracts $2,598 $383 $776 $674 $765
Asset Retirement Obligation (discounted basis) $814 $100 $99 $77 $538
TOTAL $3,412 $483 $875 $751 $1,303

NOTICES PURSUANT TO REGULATION BTR

There were no notices required by Rule 104 of Regulation BTR that the Registrant sent during the year ended June 30, 2008 concerning any equity security subject to a blackout period under Rule 101 of Regulation BTR.

AMEX CORPORATE GOVERNANCE

The Company’s common shares are listed on AMEX. Section 110 of the AMEX Company Guide permits AMEX to consider the laws, customs and practices of foreign issuers in relaxing certain AMEX listing criteria, and to grant exemptions from AMEX listing criteria based on these considerations. A company seeking relief under these provisions is required to provide written certification from independent local counsel that the non-complying practice is not prohibited by home country law. A description of the significant ways in which the Company’s governance practices differ from those followed by domestic companies pursuant to AMEX standards is as follows:

Shareholder Meeting Quorum Requirement: The AMEX minimum quorum requirement for a shareholder meeting is one-third of the outstanding shares of common stock. In addition, a company listed on AMEX is required to state its quorum requirement in its bylaws. The Company’s quorum requirement is set forth in its charter documents under the laws of the Yukon Territory, Canada. A quorum for a meeting of shareholders of the Company is two persons who are, or who represent by proxy, shareholders who, in the aggregate, hold at least 5% of the shares entitled to be voted at the meeting.


Proxy Delivery Requirement: AMEX requires the solicitation of proxies and delivery of proxy statements for all shareholder meetings, and requires that these proxies shall be solicited pursuant to a proxy statement that conforms to SEC proxy rules. The Company is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act, and the equity securities of the Company are accordingly exempt from the proxy rules set forth in Sections 14(a), 14(b), 14(c) and 14(f) of the Exchange Act. The Company solicits proxies in accordance with applicable rules and regulations in Canada.

The foregoing are consistent with the laws, customs and practices in Canada.

In addition, the Company may from time-to-time seek relief from AMEX corporate governance requirements on specific transactions under Section 110 of the AMEX Company Guide by providing written certification from independent local counsel that the non-complying practice is not prohibited by our home country law, in which case, we shall make the disclosure of such transactions available on its website at www.alexcoresource.com. Information contained on our website is not part of this annual report.

UNDERTAKING

The Company undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; 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 an Appointment of Agent for Service of Process and Undertaking on Form F-X with respect to the class of securities in relation to which the obligation to file the Form 40-F arises.


EXHIBIT INDEX

The following exhibits have been filed as part of this Annual Report on Form 40-F.

EXHIBITS

99.1.

Annual Information Form of the Company for the year ended June 30, 2008

   
99.2.

The following audited consolidated financial statements of the Company, are exhibits to and form a part of this Report:

   

Auditors’ Report on Consolidated Financial Statements;

   

Consolidated Balance Sheets as at June 30, 2008 and 2007;

   

Consolidated Statements of Operations and Deficit for the years ended June 30, 2008 and 2007;

   

Consolidated Statements of Cash Flows for the years ended June 30, 2008 and 2007; and

   

Notes to Consolidated Financial Statements (which includes a reconciliation with United States GAAP as Note 19)

   
99.3.

Management’s Discussion and Analysis for the year ended June 30, 2008

CERTIFICATIONS

99.4

Certificate of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act

   
99.5

Certificate of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act

   
99.6

Certificate of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

   
99.7

Certificate of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

CONSENTS

99.8

Consent of PricewaterhouseCoopers LLP, Chartered Accountants

   
99.9.

Consent of Janice Fingler, M.Sc., P.Geo.*

   
99.10.

Consent of Ronald G. Simpson, P.Geo., on his own behalf and on behalf of GeoSim Services Inc.

   
99.11.

Consent of Stanton Dodd, P.Geo.

   
99.12.

Consent of Gordon Doerksen, P.Eng.,

   
99.13.

Consent of G. David Keller, P.Geo.

   
99.14.

Consent of Joe Sedlacek, P.Eng.

   
99.15.

Consent of Hassan Ghaffari, P.Eng.

   
99.16.

Consent of Diane Lister, P.Eng.

* To be filed on amended Form 40-F upon receipt.


SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of 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.

ALEXCO RESOURCE CORP.

By:           /s/ Clynton R. Nauman                                                 
Name:      Clynton R. Nauman
Title:        President and Chief Executive Officer

Date: September 26, 2008

 


EX-99.1 2 exhibit99-1.htm ANNUAL INFORMATION FORM Filed by sedaredgar.com - Alexco Resource Corp. - Exhibit 99.1

ANNUAL INFORMATION FORM

 

 

ALEXCO RESOURCE CORP.
Suite 1150, 200 Granville Street
Vancouver, British Columbia, V6C 1S4

Telephone: (604) 633-4888
Facsimile: (604) 633-4887
E-Mail: info@alexcoresource.com
Website: www.alexcoresource.com

 

 

 

For the year ended June 30, 2008

Dated September 26, 2008


TABLE OF CONTENTS

  Page
PRELIMINARY NOTES 1 
GLOSSARY OF TECHNICAL TERMS 3 
CORPORATE STRUCTURE 8 
GENERAL DEVELOPMENT OF THE BUSINESS 8 
         Three Year History and Significant Acquisitions
DESCRIPTION OF THE BUSINESS 12 
         Mineral Exploration and Development 12 
                   Bellekeno Property 12 
                   McQuesten Property 19 
                   Brewery Creek Property 22 
         Environmental Consulting Services 24 
                   General 24 
                   Keno Hill Project 25 
         Risk Factors 25 
                   Exploration and Development 26 
                   Keno Hill District 26 
                   Capitalization and Commercial Viability 26 
                   Environmental Consulting Services 27 
                   Environmental Risks and Other Regulatory Requirements 27 
                   Potential Profitability Of Mineral Properties Depends Upon Factors Beyond the Control of the Company 28 
                   First Nation Rights and Title 28 
                   Title to Mineral Properties 28 
                   Securities of the Company and Dilution 28 
                   Operating Hazards and Risks 29 
                   Competition 29 
DIVIDENDS 29 
DESCRIPTION OF CAPITAL STRUCTURE 29 
MARKET FOR SECURITIES 29 
         Trading Price and Volume 29 
         Securities Not Listed or Quoted 30 
DIRECTORS AND OFFICERS 30 
         Name, Occupation and Security Holding 30 
         Cease Trade Orders, Bankruptcies, Penalties or Sanctions 32 
         Conflicts of Interest 33 
PROMOTERS 33 
AUDIT COMMITTEE INFORMATION 34 
         Audit Committee Charter 34 
         Composition of the Audit Committee 39 
         Reliance on Certain Exemptions 40 
         Audit Committee Oversight 40 
         Pre-Approval Policies and Procedures 40 
         External Auditor Service Fees (By Category) 40 


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LEGAL PROCEEDINGS 41 
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS 41 
TRANSFER AGENTS AND REGISTRARS 42 
MATERIAL CONTRACTS 42 
INTERESTS OF EXPERTS 42 
         Names of Experts 42 
         Interests of Experts 43 
ADDITIONAL INFORMATION 43 


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PRELIMINARY NOTES

In this Annual Information Form, Alexco Resource Corp. is referred to as the "Company" or “Alexco”. All information contained herein is as at September 26, 2008, unless otherwise specified. All dollar amounts in this Annual Information Form are expressed in Canadian dollars unless otherwise indicated.

Cautionary Statement Regarding Forward-Looking Statements

This Annual Information Form contains forward-looking statements concerning the Company's plans for its properties, operations and other matters, made as at the date hereof. Forward-looking statements may include, but are not limited to, statements with respect to future remediation and reclamation activities, future mineral exploration, the estimation of mineral reserves and mineral resources, the realization of mineral reserve and mineral resource estimates, the timing of activities and the amount of estimated revenues and expenses, the success of exploration activities, permitting time lines, requirements for additional capital and sources and uses of funds. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects”, “is expected”, “anticipates”, “plans”, “projects”, “estimates”, “assumes”, “intends” “strategy”, “goals”, “objectives”, “potential” or variations thereof or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be “forward-looking statements”.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, risks related to actual results of exploration activities; actual results of remediation and reclamation activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of gold and other commodities; possible variations in ore reserves, grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing or in the completion of development activities.

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 referred to in this Annual Information Form under the heading “Description of the Business – Risk Factors” and elsewhere.

The Company's forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made, and the Company does not assume any obligation to update forward-looking statements if circumstances or management's beliefs, expectations or opinions should change, except as required by applicable law. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.

Cautionary Note to U.S. Investors – Information Concerning Preparation of Resource Estimates

This Annual Information Form has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of United States securities laws. Unless otherwise indicated, all resource and reserve estimates included in this Annual Information Form have been prepared in


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accordance with Canadian National Instrument 43-101 (“NI 43-101”) and the Canadian Institute of Mining and Metallurgy Classification System. NI 43-101 is a rule developed by the Canadian Securities Administrators which establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. NI 43-101 permits the disclosure of an historical estimate made prior to the adoption of NI 43-101 that does not otherwise comply with NI 43-101, using the historical terminology, if the disclosure: (a) identifies the source and date of the historical estimate; (b) comments on the relevance and reliability of the historical estimate; (c) states whether the historical estimate uses categories other than those prescribed by NI 43-101 and if so includes an explanation of the differences, and (d) includes any more recent estimates or data available. Such historical estimates are presented concerning certain of the Company’s properties described herein.

Canadian standards, including NI 43-101, differ significantly from the requirements of Industry Guide 7 promulgated by the United States Securities and Exchange Commission (“SEC”), and resource and reserve information contained herein may not be comparable to similar information disclosed by U.S. companies. In particular, and without limiting the generality of the foregoing, the term "resource" does not equate to the term "reserves". Under U.S. standards, mineralization may not be classified as a "reserve" unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. The SEC's disclosure standards under Industry Guide 7 normally do not permit the inclusion of information concerning "measured mineral resources", "indicated mineral resources" or "inferred mineral resources" or other descriptions of the amount of mineralization in mineral deposits that do not constitute “reserves” by U.S. standards in documents filed with the SEC. U.S. Investors should also understand that “inferred 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 an “inferred mineral resource” will ever be upgraded to a higher category. Under Canadian rules, estimated “inferred mineral resources” may not form the basis of feasibility or pre-feasibility studies except in rare cases. Investors are cautioned not to assume that all or any part of an “inferred mineral resource” exists or is economically or legally mineable.

Disclosure of “contained ounces” in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC standards as in place tonnage and grade without reference to unit measures. The requirements of NI 43-101 for identification of “reserves” are also not the same as those of the SEC’s Industry Guide 7, and reserves reported by the Company in compliance with NI 43-101 may not qualify as “reserves” under Industry Guide 7 standards. Accordingly, information concerning mineral deposits set forth herein may not be comparable with information made public by companies that report in accordance with U. S. standards.

Qualified Person Under NI 43-101

Except where specifically indicated otherwise, technical information included in this Annual Information Form regarding Alexco’s mineral properties has been prepared by or under the supervision of Stanton Dodd, LG (Wash), Vice President, Exploration for Alexco and a Qualified Person as defined by NI 43-101.


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GLOSSARY OF TECHNICAL TERMS

The following is a glossary of certain mining terms used in this Annual Information Form:

Acre

An area of 4,840 square yards or 43,560 square feet.

   
Alteration

Any change in the mineralogical composition of a rock that is brought about by physical or chemical means.

   
Anomaly

Having a geochemical or geophysical character which deviates from regularity.

   
Assay

In economic geology, to analyze the proportions of metal in a rock or overburden sample; to test an ore or mineral for composition, purity, weight or other properties of commercial interest.

   
Au

Gold.

   
Bedrock

Solid rock underlying surficial deposits.

   
Calcite

Calcium carbonate, CaCO3, with hexagonal crystallization; a mineral found in limestone, chalk and marble.

   
Chalcopyrite

Copper iron sulphide mineral (CuFeS2). A common copper ore.

   
CIM

Canadian Institute of Mining and Metallurgy.

   
Clastic

A sedimentary rock composed of fragments from pre-existing rock.

   
Deposit

A mineralized body which has been physically delineated by sufficient drilling, trenching, and/or underground work, and found to contain a sufficient average grade of metal or metals to warrant further exploration and/or development expenditures; such a deposit does not qualify as a commercially mineable ore body or as containing ore reserves, until final legal, technical, and economic factors have been resolved.

   
Dip

The angle at which a stratum is inclined from the horizontal.

   
Fault

A fracture in a rock along which there has been relative movement between the two sides either vertically or horizontally.

   
Feldspar

A group of common sodium-potassium-calcium aluminosilicate minerals.

   
Fold

A bend in strata or any planar structure.

   
Fracture

Breaks in rocks due to intensive folding or faulting.

   
g/t Au

Grams per tonne gold.



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Geophysical Survey

The exploration of an area by exploiting differences in physical properties of different rock types. Geophysical methods include seismic, magnetic, gravity, induced polarization and other techniques, and geophysical surveys can be undertaken from the ground or from the air.

 

Grade

The amount of valuable metal in each tonne of ore, expressed as grams per tonne (g/t) for precious metals, as percent (%) for copper, lead, zinc and nickel.

 

Hectare

An area equal to 100 meters by 100 meters.

 

Host

A rock or mineral that is older than rocks or minerals introduced into it.

 

Igneous

A classification of rocks formed from the solidification from a molten state.

 

Intrusion

The process of emplacement of magma in a pre-existing rock. Also, the igneous rock mass so formed.

 

km

Kilometers.

 

m

Meters.

 

Mineral Reserve, Proven Mineral Reserve, Probable Mineral Reserve

Under CIM standards, a Mineral Reserve is the economically mineable part of a Measured or Indicated Mineral Resource demonstrated by a preliminary feasibility study or feasibility study. This study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified. A Mineral Reserve includes diluting materials and allowances for losses that may occur when the material is mined.

 

The terms "Mineral Reserve", "Proven Mineral Reserve" and "Probable Mineral Reserve" used in this Annual Information Form are mining terms defined under CIM standards and used in accordance with NI 43-101. Mineral Reserves, Proven Mineral Reserves and Probable Mineral Reserves presented under CIM standards may not conform with the definitions of “reserves” or “proven reserves” or “probable reserves” under United States standards. See "Preliminary Notes – Cautionary Note to U.S. Investors – Information Concerning Preparation of Resource Estimates".

 

Mineral Reserves under CIM standards are those parts of Mineral Resources which, after the application of all mining factors, result in an estimated tonnage and grade which, in the opinion of the qualified person(s) making the estimates, is the basis of an economically viable project after taking account of all relevant processing, metallurgical, economic, marketing, legal, environment, socio-economic and government factors. Mineral Reserves are inclusive of diluting material that will be mined in conjunction with the Mineral Reserves and delivered to the treatment plant or equivalent facility. The term ‘Mineral Reserve’ need not necessarily signify that extraction facilities are in place or operative or that all governmental approvals have been received. It does signify that there are reasonable expectations of such approvals.



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Under CIM standards, Mineral Reserves are sub-divided in order of increasing confidence into Probable Mineral Reserves and Proven Mineral Reserves. A Probable Mineral Reserve has a lower level of confidence than a Proven Mineral Reserve.
   

Proven Mineral Reserve: A Proven Mineral Reserve is the economically mineable part of a Measured Mineral Resource demonstrated by at least a preliminary feasibility study. This study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that the economic extraction can be justified.

 

Probable Mineral Reserve: A Probable Mineral Reserve is the economically mineable part of an Indicated and, in some circumstances, a Measured Mineral Resource demonstrated by at least a preliminary feasibility study. This study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that the economic extraction can be justified.

 

Mineral Resource, Measured Mineral Resource, Indicated Mineral Resource, Inferred Mineral
Resource

Under CIM standards, Mineral Resource is a concentration or occurrence of natural, solid, inorganic or fossilized organic material in or on the earth's crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge.


The terms "mineral resource", "measured mineral resource", "indicated mineral resource", and "inferred mineral resource" used in this Annual Information Form are mining terms defined under CIM standards and used in accordance with NI 43-101. They are not defined terms under United States standards and generally may not be used in documents filed with the United States Securities and Exchange Commission by U.S. companies. See "Preliminary Notes – Cautionary Note to U.S. Investors Information Concerning Preparation of Resource Estimates".

 

A mineral resource estimate is based on information on the geology of the deposit and the continuity of mineralization. Assumptions concerning economic and operating parameters, including cut-off grades and economic mining widths, based on factors typical for the type of deposit, may be used if these factors have not been specifically established for the deposit at the time of the mineral resource estimate. A mineral resource is categorized on the basis of the degree of confidence in the estimate of quantity and grade or quality of the deposit, as follows:

 

Inferred Mineral Resource: Under CIM standards, an Inferred Mineral Resource is that part of a Mineral Resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes.



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Indicated Mineral Resource: Under CIM standards, an Indicated Mineral Resource is that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed.

 

Measured Mineral Resource: Under CIM standards, a Measured Mineral Resource is that part of a Mineral Resource for which quantity, grade or quality, densities, shape, physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters, to support production planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to confirm both geological and grade continuity.

 

Mineralization

The concentration of metals and their chemical compounds within a body of rock.

 

Ore

A metal or mineral or a combination of these of sufficient value as to quality and quantity to enable it to be mined at a profit.

 

Ounce or oz

A troy ounce or twenty penny weights or 480 grains or 31.103 grams.

 

Outcrop

An exposure of bedrock at the surface.

 

Pyrite

A mineral composed of iron and sulphur (FeS2).

 

Quartz

A mineral composed of silicon dioxide.

 

Reconnaissance

A general examination or survey of a region with reference to its main features, usually preliminary to a more detailed survey.

 

Sediment

Solid material that has settled down from a state of suspension in a liquid. More generally, solid fragmental material transported and deposited by wind, water or ice, chemically precipitated from solution, or secreted by organisms, and that forms in layers in loose unconsolidated form.

 

Silicified

The introduction of, or replacement by, silica, generally resulting in the formation of fine- grained quartz, chalcedony or opal, which may fill pores and replace existing minerals.

 

Sill

A tabular body of igneous rock conforming to the last strata.

 

Strike Direction or trend of a geologic structure.


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Sulphide

Group of minerals in which one or more metals are found in combination with sulphur.

 

 

Tonne

Metric unit of weight equivalent to volume multiplied by specific gravity; equivalent to 1.102 tons or 1,000 kilograms (2,204.6 pounds).

 

 

Vein

Thin sheet-like intrusion into a fissure or crack, commonly bearing quartz.

 

 

Volcanic

Descriptive of rocks originating from volcanic activity.

Metric Equivalents

The following table sets forth the factors for converting Imperial measurements to metric equivalents:

To Convert From Imperial To Metric Multiply By
Feet Meters 0.305
Meters Feet 3.281
Miles Kilometers (“km”) 1.609
Kilometers Miles 0.6214
Acres Hectares (“ha”) 0.405
Hectares Acres 2.471
Grams Ounces (Troy) 0.03215
Grams/Tonnes Ounces (Troy)/Short Ton 0.02917
Tonnes (metric) Pounds 2,205
Tonnes (metric) Short Tons 1.1023


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CORPORATE STRUCTURE

The Company was incorporated under the Business Corporations Act (Yukon) on December 3, 2004 under the name "Alexco Resource Corp." Effective December 28, 2007, it was continued under the Business Corporations Act (British Columbia).

The Company's head office is located at Suite 1150, 200 Granville Street, Vancouver, British Columbia, V6C 1S4, Canada, and its registered and records office is located at 10th Floor, 595 Howe Street, Vancouver, British Columbia, V6C 2T5, Canada.

At the end of its most recently completed financial year, the Company had the following wholly-owned subsidiaries:

  • Alexco Resource Canada Corp. (formerly 650399 B.C. Ltd.), organized under the laws of British Columbia (“Alexco Canada”);

  • Elsa Reclamation & Development Company Ltd., organized under the laws of Yukon (“ERDC”);

  • Access Mining Consultants Ltd., organized under the laws of Yukon (“Access”); and

  • Alexco Resource U.S. Corp., organized under the laws of Colorado (“Alexco US”).

Unless the context otherwise indicates, reference to the term the “Company” or “Alexco” in this Annual Information Form includes Alexco Resource Corp. and its subsidiaries.

GENERAL DEVELOPMENT OF THE BUSINESS

Three Year History and Significant Acquisitions

On March 15, 2005, the Company completed a series of transactions pursuant to which it acquired a number of property interests and rights to certain operating contracts in Yukon and British Columbia.

Pursuant to a sale and assignment agreement with Quest Mortgage Corp. (formerly Viceroy Minerals Corporation) (“Viceroy”) dated February 1, 2005 (the “Viceroy Agreement”), the Company acquired certain assets of Viceroy comprising its Brewery Creek mine near Dawson City, Yukon Territory and a $2,500,000 payment from Viceroy with which the Company funded replacement security under a related water license. The assets included mining assets and infrastructure/equipment located on the Brewery Creek property, all rights, title and interest of Viceroy in and to the 708 quartz mining claims and 93 mining leases on the Brewery Creek property and all rights, title and interest of Viceroy in and to the agreements, accords, memoranda and licenses relating to the Brewery Creek property, described under “Description of the Business – Mineral Exploration and Development – Brewery Creek Property” below. The Company issued to Viceroy 2,686,567 common shares of the Company at a deemed price of $0.67 per share and assumed all liabilities and obligations of Viceroy with respect to its Brewery Creek property interests, including the obligation to complete the closure reclamation of the Brewery Creek property.

Pursuant to a sale and assignment agreement with NovaGold Canada Inc. (“NovaGold Canada”) (a wholly-owned subsidiary of NovaGold Resources Inc. (“NovaGold”)) dated February 1, 2005 (the “NovaGold Agreement”), the Company acquired all of the issued and outstanding shares of Alexco Canada (at the time, 650399 B.C. Ltd.) in exchange for the issuance to NovaGold Canada of 4,104,478 common shares of the


- 9 -

Company at a deemed price of $0.67 per share and a $599,812 cash payment to NovaGold Canada. The Company also agreed to cause the payment by Alexco Canada to NovaGold Canada of approximately $137,000 to be paid to Alexco Canada by the Canada Revenue Agency as a refundable mineral tax credit for the period from December 1, 2003 to November 30, 2004. Alexco Canada holds interests in the McQuesten, Sprogge, Harlan and Klondike properties in Yukon and royalty interests in the Kiniskan Lake and Manson Creek claims and the Telegraph Creek/Iskut River claims in British Columbia, described under "Description of the Business – Mineral Exploration and Development" below.

Pursuant to a sale and assignment agreement with Asset Liability Management Group ULC (“ALM”) dated February 1, 2005 (the “ALM Agreement”), the Company acquired certain rights, title and interest of ALM in and to certain contracts and arrangements of ALM including current technical support and service contracts with various mine operating and exploration companies and any intellectual property used in connection therewith (including rights to secure certain patents). In exchange, the Company issued to ALM 1,940,299 common shares of the Company at a deemed price of $0.67 per share. Alexco also agreed to assume all liabilities and obligations of ALM under the contracts and arrangements to a maximum of the value of the remaining work to be performed under such contracts. ALM was at the time, and remains as at the date hereof, approximately 70% owned by Clynton Nauman, President and Chief Executive Officer and a director of Alexco, and 30% owned by Bradley Thrall, Chief Operating Officer of Alexco.

The net assets acquired by the Company under the Viceroy Agreement, NovaGold Agreement and ALM Agreement were valued at their estimated fair value. With respect to the assets acquired by the Company for the Viceroy Agreement and the NovaGold Agreement, the fair value approximated the book values for the assets. With respect to the assets acquired by the Company from ALM, the fair value was determined by the directors with the benefit of independent financial advice.

The above-described sale and assignment agreements were completed concurrently with an organization agreement dated February 1, 2005 with Viceroy, NovaGold Canada, Alexco Canada and ALM. The Company completed a seed capital private placement financing for gross proceeds of $3.6 million by the issuance of 5,264,000 common shares of the Company effective March 15, 2005.

Effective September 16, 2005, the Company entered into a letter agreement with NovaGold Canada granting NovaGold Canada a back-in right to acquire a 70% interest in the sulphide project and a 30% interest in the oxide project with respect to the Brewery Creek property. Under the terms of the letter agreement, within 60 days of the Company incurring a minimum of $750,000 in expenditures on the Brewery Creek property, the Company was required to deliver to NovaGold Canada a report as to the results of such expenditures. NovaGold Canada then had 60 days following receipt of the report to give notice that it wished to exercise the back-in right by paying $500,000 to the Company over a four year period and incurring $1,750,000 in expenditures on the Brewery Creek property over a five year period. The Company delivered the report in January 2008, having completed the requisite expenditures. NovaGold Canada did not elect to exercise within the ensuing 60 days, and the back-in right accordingly expired.

In June 2005, the Company was selected as the preferred purchaser of the assets of United Keno Hill Mines Limited and UKH Minerals Limited (collectively, “UKHM”) by a court appointed interim receiver and receiver-manager of UKHM. In February 2006, following negotiation of a Subsidiary Agreement between the Government of Canada, the Government of Yukon and the Company, the Supreme Court of Yukon approved the purchase of the assets of UKHM by Alexco through its wholly owned subsidiary, ERDC. “Final Closing” of this acquisition was conditional upon issuance of a water license to the Company by the Yukon Water Board to set the standards for care and maintenance activities to be carried out at Keno Hill. This water license was issued in November 2007 and Final Closing was effected in December 2007, resulting in the transfer to the Company of ownership and title to the Keno Hill mining claims and the other UKHM


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assets. In addition, under the terms of the Subsidiary Agreement the Company is indemnified by the Government of Canada for all liabilities, including environmental liabilities, arising directly or indirectly as a result of the pre-existing condition of the Keno Hill mining claims and other assets acquired from UKHM. The Subsidiary Agreement provides that ERDC may bring any mine into production on the UKHM properties by designating a production unit from the mineral property interests relevant to that purpose and then assuming responsibility for all costs of the production unit’s water related care and maintenance and water related components of closure reclamation. The Subsidiary Agreement further requires ERDC to pay into a separate reclamation trust a 1.5% net smelter return royalty, to an aggregate maximum of $4 million for all production units, from any future production from the UKHM properties, commencing once earnings from mining before interest, taxes and depreciation exceed actual exploration costs, to a maximum of $6.2 million, plus actual development and construction capital.

Since 2006, the Company has carried out exploration activities on several of its Keno Hill properties, but the primary focus has been on the Bellekeno property. A NI 43-101 compliant resource estimate was produced for the Bellekeno deposit in January 2008, yielding total inferred resources of 537,400 tonnes grading 1,016 grams per tonne silver, 13.5% lead, 10.7% zinc and 0.4 grams per tonne gold, for an aggregate silver equivalent grade of 2,216 grams per tonne. And in July 2008, Alexco released a NI 43-101 compliant preliminary economic assessment for the Bellekeno resource (see “Description of Business – Mineral Exploration and Development – Bellekeno Property”). The assessment outlines a project with average annual mine production of 3.3 million ounces of silver (“Ag”), 30.1 million pounds of lead (“Pb”) and 24.5 million pounds of zinc (“Zn”) over an initial 5 year mine life, and in a base case economic analysis using three year average prices for Ag, Pb and Zn and the $USD/$CAD exchange rate, the assessment indicated a pre-tax net present value (“NPV”) of US$87.0 million (8% discount rate), with a pre-tax internal rate of return (“IRR”) of 55.5% and a payback period of 1.6 years. Preliminary mine planning and engineering studies and requisite permit applications were also completed by Alexco in preparation for driving a new underground decline and rehabilitating and extending the historic underground workings at Bellekeno, to allow for further underground exploration and definition drilling of the Bellekeno resource (which remains open at depth). A mining contractor was engaged for this purpose, a portal was collared in June 2008, and development of the decline commenced in July.

Also under the Subsidiary Agreement, ERDC is retained through the Government of Yukon as a paid contractor responsible on a continuing basis for the environmental care and maintenance and ultimate closure reclamation of the former UKHM properties. The Subsidiary Agreement provides that ERDC is responsible for the development of the ultimate closure reclamation plan for fees of 65% of agreed scheduled rates, and this plan development is currently ongoing. Upon acceptance and regulatory approval, the closure reclamation plan will be implemented by ERDC at full negotiated contractor rates. During the period required to develop the plan, ERDC is also responsible for carrying out the environmental care and maintenance of the UKHM properties for a reducing fixed annual fee adjusted each year for certain operating and inflationary factors.

Further particulars relating to the acquired mineral property interests located in the Keno Hill district, including the above-referenced technical reports, are described below under "Description of the Business – Mineral Exploration and Development". Further particulars relating to the care and maintenance and closure reclamation activities being conducted by the Company in the Keno Hill district under the Subsidiary Agreement are described below under "Description of the Business – Environmental Consulting Services – Keno Hill Project".

On June 30, 2006, the Company completed the acquisition of Access, a privately owned mid-tier environmental consulting firm headquartered in Whitehorse, Yukon Territory. Originally formed in March


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1995, Access provided locally-experienced professional project management and environmental services for industrial land and resource development projects in northern Canada. The Company acquired 100% of the shares of Access for $2,000,000; 50% of the Access shares were acquired for $1,000,000 in cash and the remaining 50% of the Access shares were acquired for 383,978 common shares of the Company, being $1,000,000 in common shares of the Company valued at the volume weighted average price for the 10 trading days of the common shares of the Company on the Toronto Stock Exchange prior to June 27, 2006. The two founders and principals of Access joined the senior management team of Alexco, continuing with Access’ management group as they profitably grow the Access business as a wholly owned subsidiary of the Company.

On February 16, 2007, the Company expanded its services business into the United States through the establishment of Alexco US, combined with the acquisition of certain intellectual property and project rights from Green World Science of Nevada, Inc. (“Green World”) as well as the addition of the principals of Green World to the Alexco US management team.

The assets acquired from Green World included six patents registered in the U.S., some of which are registered or are in the process of being registered in Canada and other countries (the “Patents”). The Patents pertain to the in situ immobilization of metals and are specifically suited to mine closure related remediation, and have terms that expire variously between 2015 and 2020. Two of the Patents, as registered in Canada, were previously under license to the Company. The acquisition of the Patents, together with the interests of Green World in certain ongoing projects, provided Alexco US with immediate remediation services revenue and cash flow, and laid the foundation on which it could further develop and establish its U.S. based business over the next several years. The consideration paid for the assets included 264,895 common shares of the Company valued at $1,645,000 and a cash payment of $443,000.

On January 26, 2006, the Company completed its initial public offering of 2,000,000 common shares at a price of $1.50 per share to raise gross proceeds of $3,000,000. The Company completed a listing of its common shares on the Toronto Stock Exchange under the trading symbol "AXR" on January 26, 2006. On September 20, 2007, the Company began trading its common shares on the American Stock Exchange under the symbol “AXU”.

Looking to the Company’s 2009 fiscal year, the results from its summer 2008 Keno Hill district exploration program are in the process of being compiled and are expected to be released publicly over the course of the next three to four months. Those results are expected to include a NI 43-101 compliant resource estimate for the Onek property, which is located just over one kilometer from Bellekeno. Once completed, Alexco intends to update the July 2008 Bellekeno preliminary economic assessment to incorporate the Onek resource into the mine plan with the objective of extending the plan’s current life of mine and further improving the overall economics. At the same time, Alexco intends to conduct underground exploration and definition drilling of the Bellekeno resource, which remains open at depth, as soon as the currently-in-progress development of the exploration decline and rehabilitation of historical workings has been completed. The preliminary economic assessment will also then be updated to incorporate any extension or upgrade of the Bellekeno resource that results from that underground drilling.

With respect to its consulting services group, the Company remains engaged in the on-going environmental care and maintenance program and reclamation and closure projects at Keno Hill under its contract through ERDC with the Yukon Government and in accordance with the Subsidiary Agreement, and continues to service its private sector client base in the Yukon through Access. Similarly, the Company intends to continue expanding its environmental services activities over the 2008 calendar year, in the North where it can leverage recent increases in staff with environmental, permitting and management expertise, and also in


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the United States as it realizes the benefits of business development efforts undertaken over the past year through its Alexco US subsidiary.

DESCRIPTION OF THE BUSINESS

The Company operates two principal businesses: mineral exploration and development in Canada, primarily in Yukon Territory; and provision of consulting and project management services in respect of environmental permitting and compliance and site remediation and reclamation, both in Canada and the U.S. At June 30, 2008, the Company had 73 permanent and seasonal employees. A total of 45 were employed in the mineral exploration and development business and a total of 20 were employed in the environmental consulting services business, with the remaining 8 employed in respect of executive management and administrative support.

Mineral Exploration and Development

The Company's principal mineral exploration activities in the Yukon are currently being carried out within the Keno Hill district. The Company’s material property within the Keno Hill district is the Bellekeno property. It holds several other property interests within the district, including but not limited to Onek, Lucky Queen, Silver King and Husky, which may potentially become material properties depending on the results of exploration programs the Company may carry out on them in the future. The Company’s other material property interests in the Yukon are the McQuesten property and the Brewery Creek property.

Other non-material property interests of the Company include the Sprogge, Harlan and Klondike properties in the Yukon, and certain 1% net smelter return royalties in respect of the Telegraph Creek, Iskut River, Kiniskan Lake and Manson Creek properties in British Columbia.

Bellekeno Property

The Company’s 100% owned Bellekeno Property comprises 713 surveyed quartz mining leases, 794 unsurveyed quartz mining claims and two crown grants, and is subject to the capped 1.5% net smelter return royalty provided for under the Subsidiary Agreement in respect of any future production from the UKHM properties (see “General Development of the Business – Three Year History and Significant Acquisitions”). The Bellekeno Property has been the subject of three technical reports, all filed on SEDAR and all independently prepared and NI 43-101 compliant. The most recent of these technical report is the preliminary economic assessment dated June 30, 2008 and entitled “Bellekeno Preliminary Economic Assessment Technical Report – Keno Hill Mining District, Yukon”, prepared by SRK Consulting (Canada) Inc. The detailed disclosure contained in that technical report is hereby incorporated by reference, and the summary section from that report is reproduced as follows:

Executive Summary

Introduction

This preliminary economic assessment technical report (“PEA”) was prepared for Alexco Resource Corp. (“Alexco”) by SRK Consulting (Canada) Inc. (“SRK”) to provide an initial overview of the economic potential of extracting and processing mineralized material from the Bellekeno polymetallic deposits.

Wardrop Engineering Inc. (“Wardrop”) completed the metallurgical, mineral processing and economic analysis sections of this report with input contributions from SRK and Alexco.


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Numerous Alexco personnel, particularly Tim Hall, Manager Project Development, provided significant information and technical input into the report. Diane Lister of Altura Environmental Consulting produced the environmental section of the report.

Location and Land Holdings

The Bellekeno deposit is located in the historic Keno Hill Mining District that envelopes the villages of Elsa and Keno City (63° 55’N, 135° 29’W), in central Yukon Territory. The region has been mined intermittently for over 90 years. The closest town is Mayo, approximately 55 kilometres to the south of the project via an all-weather road. Whitehorse is approximately 460 km south of Mayo.

The land controlled by Alexco, following the issuance of a Care and Maintenance Water License in late November 2007, comprises 713 surveyed quartz mining leases, 794 unsurveyed quartz mining claims and two crown grants. The total area is approximately 23,350 hectares. Mineral exploration at Keno Hill is permitted under the terms and conditions set out by the Yukon Government in a Class IV Quartz Mining Land Use Permit – LQ-00240, issued in June 2008, and governs all exploration activities on the property including advanced exploration for the Bellekeno deposit. The permit supersedes the earlier mining land use permits for the property. The mineral resources and the underground infrastructure of the Bellekeno Project reported herein are all located within six contiguous Quartz claims inside the large Keno Hill property.

The climate of the Bellekeno area is characterized by a sub-arctic continental climate with cold winters and warm summers. Average temperatures in the winter are between -15o and -20o C while summer temperatures average around 15o C. Exploration and mining can be conducted year-round. The landscape around the Bellekeno project is characterized by rolling hills and mountains up to 1,200 metres in elevation. Vegetation is abundant.

Exploration

On June 19, 2008, Alexco announced it was granted a Class IV Quartz Mining Land Use Permit – LQ0024, allowing the development of an exploration decline in the central portion of the Bellekeno deposit. Procon Mining and Tunnelling Ltd. (“Procon”) was awarded a contracted to drive approximately 650 m of decline and ancillary development that will access old workings and establish diamond drilling locations for a 10,000 m exploration and definition diamond drilling program. The Bellekeno exploration program also includes the mining of a bulk sample for metallurgical testing and the rehabilitation of the old 625 portal workings. A “Type B” water license is being pursued by Alexco to allow for mine dewatering.

Metallurgy and Mineral Processing

Test results indicate that the mineralization of the Bellekeno deposit responds well to a lead and zinc differential flotation process using a cyanide-free zinc mineral suppression regime. Silver minerals are intimately associated with lead minerals and will be recovered as a silver-lead concentrate. A separate zinc concentrate will also be produced from the Bellekeno operation.


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The design capacity of the process plant will be 408 tonnes per day (“t/d”). Overall plant availability is estimated to be 92%. Run-of-mine (ROM) material from different mineralized zones is planned to be processed by conventional crushing, grinding, and flotation followed by concentrate dewatering. The estimated power requirement for the surface plant and facilities is approximately 1.3 MW. As a part of the scope of work, Wardrop assessed the opportunity to reuse the existing mill facilities near the town of Elsa. The study also shows a preliminary assessment of potential process plant locations and a comparison of concentrate haulage routes.

Metallurgical performance estimated from test work and assumed for this report is based on test work completed by SGS Lakefield in 2007 and by Process Research Associates (“PRA”) in 1996. Table 1.1 shows the assumed metallurgical recoveries used in this report.

Table 1.1: Summary of Metallurgical Recoveries

Mineralization
Zone
Product Grade Recovery
Ag
(g/t)

Pb (%)

Zn (%)
Au
(g/t)

Ag (%)

Pb (%)

Zn (%)

Au (%)

99 and Southwest
Zones
Pb/Ag Conc
Zn Conc
Tailing
Feed
4,782
1,159
87
1,221
72.0
2.6
0.5
16.6
1.5
52.0
0.2
4.9
0.6
0.5
0.1
0.3
87.1
8.0
4.9
100.0
96.5
1.3
2.2
100.0
6.9
90.2
2.9
100.0
50.0
17.0
33.0
100.0
East Zone Pb/Ag Conc
Zn Conc
Tailing
Feed
7,021
60
69
232
60.0
0.4
0.3
1.8
6.0
55.0
1.0
19.0
10.5
0.3
0.4
0.6
72.2
8.5
19.3
100.0
80.0
7.4
12.6
100.0
0.8
96.0
3.2
100.0
41.5
18.1
40.4
100.0

Resources

The resources used in the mine plan and subsequent economic analysis in this report are all in the inferred mineral resource category. The 99 and Southwest zones are similar in high silver and lead content. The East zone varies from 99 and Southwest with significantly lower silver and lead grades but much higher zinc grades. Table 1.2 summarizes the Bellekeno mineral resource statement.

Table 1.2: Consolidated Mineral Resource Statement* for the Bellekeno Deposit, (SRK Consulting, January 28, 2008)

Category Zone Tonnage
[t]
Ag
[g/t]
Pb
[%]
Zn
[%]
Au
[g/t]
AgEq
[g/t]

Inferred
99
Southwest‡**
East‡**
55,700
302,100
179,600
1,593
1,357
263
11.1
20.4
2.0
5.5
5.5
21.3
0.0
0.4
0.6
2,375
2,494
1,698
Total Inferred   537,400 1,016 13.5 10.7 0.4 2,216

* Mineral resources are not mineral reserves and do not have demonstrated economic viability. All figures have been rounded to reflect the relative accuracy of the estimates.
† Reported at a cut-off of 15 troy ounces per ton silver. Silver grades capped at 100 troy ounces per ton.
‡ Reported at a cut-off of 1000 grams per tonne silver equivalent. Grades not capped.
** Metal price and recovery factor assumptions for resource are: US$8.00 Silver troy ounce, US$1.00/kg (US$0.45 per pound) Lead, US$1.65/kg (US$0.75 per pound) Zinc, metallurgical recovery factors have been assumed to be 100%. Gold was not used in silver equivalent calculation.


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Mining

The Bellekeno project is comprised of a series of at least 11 veins in the Southwest, 99 and East zones. Most of the historical mining at Bellekeno occurred in the 99 zone. The veins have variable dip, strike and thickness. Dips range from 60° to 80° to the east or west. The average strike direction is approximately 030 azimuth. Vein thickness varies from a few centimetres to several metres.

Based on the preliminary geotechnical and physical characteristics of the veins, a mining method review was conducted and cut and fill, shrinkage stoping and long hole mining methods were considered the most appropriate at Bellekeno. Cut and fill and shrinkage stoping methods typically offer a high degree of selectivity that generally translates into high mineralization extraction and low waste dilution. Long hole mining is planned only for pillar extraction in certain areas. The percent of total life of mine (“LOM”) tonnes by mining method are shown in Table 1.3.

Table 1.3: LOM Tonnes by Mining Method

Mining Method Percent of Total Tonnes
Cut & Fill
Shrinkage
Long Hole (pillar recovery)
78 %
20 %
2 %
Total 100 %

The LOM planned tonnes and grades were estimated using a 14% dilution factor and a 100% extraction of the resource above the cut-off grade. These factors were applied universally for all mining methods and mining areas as there is not enough information currently available to do a detailed extraction and dilution analysis. The factors used, increase the resource tonnage in the mine plan by 14% and decrease the resource grade by 12%.

Mine production is planned to be 250 t/d in the first two years of operation with mill feed coming from the SW and 99 zones. Planned production increases to 400 t/d when 150 t/d is added in years 3, 4 and 5 when mining in the East zone is scheduled. Table 1.4 shows the LOM production schedule.

Table 1.4: LOM Production Schedule

    Production Year  
Source Unit 1 2 3 4 5 Total [t]
SW and 99 Zone production
East Zone production
t
t
91,000
0
91,000
0
91,000
55,000
91,000
55,000
44,000
95,000
408,000
205,000
Total Mine production t 91,000 91,000 146,000 146,000 139,000 613,000
Mill Head Grades              
Zinc mill head grade % 4.9% 4.9% 10.2% 10.2% 14.6% 9.6%
Lead mill head grade
Gold mill head grade
Silver mill head grade
%
g/t
g/t
16.6%
0.22
1,221
16.6%
0.22
1,221
11.1%
0.34
850
11.1%
0.34
850
6.4%
0.45
542
11.7%
0.33
890


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The mine will be accessed from a new decline currently being driven and from the 625 portal (currently being rehabilitated). Personnel and material will be transported in and out of the mine using either the decline or the 625 level.

Economic Analysis

Operating costs on a $/tonne milled basis are presented in Table 1.5. The project operating costs were estimated from a number of sources including cost estimating guides, contractor and vendor quotes, previous studies and experience. Unit costs for the mill and general and administration (“G&A”) reduce in years 3 to 5 as planned production increases and economies of scale are realized.

Table 1.5: Bellekeno Project Unit Operating Cost Summary ($/t milled)

  Year
Operation ($/tonne milled) 1 2 3 4 5
Mine Operating 79.26 79.26 79.26 79.26 79.26
Mine Development 32.19 52.73 41.18 32.96 34.51
Processing 64.67 64.67 45.91 45.91 45.91
General & Administrative 36.93 36.93 23.08 23.08 23.08
Total Unit Operating Costs 213.05 233.60 189.43 181.21 183.84

Capital costs estimates for the project are shown in Table 1.6. Indirect capital costs for construction were assumed to be 17% of total construction capital. A contingency rate of 25% of total construction capital was also applied. Using these factors, the total construction capital cost was estimated to be $56.3M. Construction capital costs included associated earthworks, concrete, structural steel, power supply and water supplies. Sustaining capital, made up of mine equipment, closure costs and exploration development, was estimated to equal $14.3M. The total capital cost of the project was estimated to be $70.6M.

Table 1.6: PEA Capital Cost Summary ($’000)

  Year  
Capital Costs ($’000) -2  -1 1 2 3 4 5 Total
Construction Capital
Mine Equipment
Mine Development
BK East Advanced Exploration
Process Plant & Infrastructure


10,000
6,768
2,825

18,850















6,768
2,825
10,000
18,850
Total Direct 10,000 28,443           38,443
Indirect
Contingency (25%)
Initial Working Capital

2,500
6,625
8,767


4,860








-4,860
6,625
11,267
0
Total Construction Capital 12,500 43,835 4,860       -4,860 56,335
Sustaining Capital
Mine Equipment
Closure Cost


500
1,020
250
2,780
250
676
250

250

250
4,476
1,750
Exploration Development   1,320 1,360 2,680 2,680     8,040
Total Sustaining Capital   1,820 2,630 5,710 3,606 250 250 14,266
TOTAL CAPITAL 12,500 45,655 7,490 5,710 3,606 250 -4,610 70,601


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The pre-tax base case financial model was calculated using the following parameters:

  • Mine and mill construction start in 2009 with commissioning in 2010;
     
  • Current advanced exploration costs for Bellekeno of $10 million included in the initial capital;
     
  • Base case metals pricing is three-year rolling average metal prices;
     
  • Base case three-year average US/Canadian exchange rate;
     
  • Assumed current net smelter terms;
     
  • Five-year mine life;
     
  • SW+99 Zone to commence in Year 1 and East Zone comes on line in Year 3;
     
  • 1.5% NSR royalty capped at $4.0 million, commencing after payback of capital;
     
  • Resources as per SRK Technical Report dated January 28, 2008;
     
  • Closure and reclamation costs included;
     
  • The model was prepared on a pre-tax basis;
     
  • Working capital recovered in year 5;
     
  • Depreciation costs are not calculated.

The economic evaluation indicates a base case pre-tax internal rate of return (“IRR”) of 55.5% and a pre-tax net present value (“NPV”) of US$87 million at a discount rate of 8.0% for the Bellekeno deposit. The summary of pricing scenarios and project economics is presented in Table 1.7.

It must be noted that the economic evaluation of the Bellekeno property uses 100% inferred mineral resources. Inferred mineral resources are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves. There is no guarantee that the inferred mineral resources will be upgraded to a higher resource category and there is no certainty that the economic results of this PEA will be realized.


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Table 1.7: Economic Evaluation at Various Metal Prices


Parameter

Unit
Base Case
3 Year
Average 1
Current
Metal
Prices 2
Forward Looking
Metal Prices and
Exchange Rates 3
Payback Period years 1.7 1.7 1.5
IRR (pre-tax) % 62 53 53
NPV at 8% (pre-tax) $Million 95 74 57
Metal Prices 2010 2011 2012 and
Beyond
Lead
Zinc
Silver
Gold
Exchange Rate
US$/lb
US$/lb
US$/oz
US$/oz
US$/C$
0.81
1.24
11.69
625.60
0.89
0.81
0.85
17.43
902.80
0.98
0.70
1.00
16.00
890.00
0.95
0.50
0.90
14.50
780.00
0.93
0.50
0.75
12.25
700.00
0.90

NOTE:  
1.

Prices are quoted from London Metal Exchange and are rolling averages through May 2008.

2.

Current metal prices as of June 19, 2008

3.

Based on Alexco-compiled consensus long-term commodity price and exchange forecasts as of June 19, 2008 as published publicly by a basket of independent Canadian and US investment analysts

The payback period is defined as the time required after revenue is first received in Year 1 to achieve break-even cumulative cash flow. For this project, the payback period for the base case is 1.6 years. The payback period is based on the annual un-discounted cash flows. There is no consideration for inflation, interest, or depreciation in this calculation.

Conclusions

Based on this preliminary economic assessment:

  • The testwork results indicate that the tested mineralization responded well to the conventional lead/zinc differential flotation process with a cyanide-free zinc mineral suppression regime.
     
  • Silver and lead minerals associate intimately and will be recovered together to produce a silver-lead bulk concentrate, and zinc minerals will be concentrated into a separate zinc concentrate.
     
  • Narrow-vein mining methods are applicable to the deposit with the final mining modalities requiring geotechnical confirmation.
     
  • Providing that the set out design criteria and assumptions are satisfied, there is a strong indication that the project could be commercially viable.

Recommendations

It is recommended, based on the preliminary positive economic results, that a feasibility study (FS) be conducted on the Bellekeno Project.

The following general recommendations are required to carry the project to a feasibility level:


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Continue to develop underground access for drilling, bulk sampling and mining method testing.

     

o

Geotechnical recommendations for the development of the access ramp and exploration drifts must be followed.

     

Conduct a definition diamond drilling program to attempt to upgrade resources, obtain metallurgical samples and test geotechnical and hydrogeological conditions.

     

Conduct trial mining and bulk sampling in the main mineralized zones

     

Conduct the necessary feasibility study-level testwork.

     

Upgrade all project engineering and costs estimation to a FS level.

It is estimated that the cost to complete the necessary underground development and rehabilitation, drilling and sampling, testing and analysis and the compilation of a feasibility study will be approximately $12M.

It is also recommended that exploration targets in the Bellekeno area be further explored to determine if additional mineralized zones could be added to the property resources.

McQuesten Property

The Company’s 70% owned McQuesten property is comprised of 55 quartz mining claims and fractions, with the remaining 30% owned by a third party. In September 2007, the Company entered into an option agreement to acquire the remaining 30% interest from the third party, and issued 140,000 common shares valued at $651,000 in consideration for the granting of the option. The Company could exercise the option by providing notice no later than September 20, 2008 of its intention to exercise and subsequently issuing 210,000 common shares plus granting a net smelter return royalty to the optionor ranging from 0.5% to 2%, varying amongst the claims comprising the property. The property is subject to a second net smelter return royalty of 2% which is subject to an annual advance royalty payment of $20,000 per year.

On September 20, 2008, the Company provided notice of its intention to exercise the option, though shares had not yet been issued as at the date of this Annual Information Form.

The McQuesten property has been the subject of one technical report, which was independently prepared in compliance with NI 43-101 and was filed on SEDAR. Dated November 7, 2005 and entitled “Technical Report on the McQuesten Property”, the report was prepared by Janice Fingler, M.Sc., P.Geo. The detailed disclosure contained in that technical report is hereby incorporated by reference, and the summary section from that report is reproduced as follows:

SUMMARY

The McQuesten Property is located in the Mayo-Keno Hill District of the central Yukon Territory, and is located approximately 56 kilometres northeast of the town of Mayo and 350 kilometres due north of the town of Whitehorse. The property occupies an area of approximately 744 hectares (1838 acres) comprising three blocks of 55 non-contiguous quartz mining claims and fractional claims. The claims are currently registered in the name of 70% 650399 BC Inc., a wholly owned subsidiary of Alexco, and 30% Eagle Plains Resources, and are all in good standing.


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The author has prepared this report at the request of Alexco Resource Corporation (herewithin referred to as ‘Alexco’), in support of a prospectus and IPO prepared for the purposes of a listing application for the Toronto Stock Exchange (TSE). The report was prepared in accordance with the guidelines of National Instrument 43-101 “Standards of Disclosure for Mineral Projects” and is based on data and geological information gathered from public sources, assessment files and internal company reports and memorandum.

On February 1, 2005, Alexco entered into a sale and assignment agreement with NovaGold Canada Inc. (NovaGold) to acquire all issued shares of the company 650399 BC Ltd. (Spectrumsub). Alexco completed the acquisition through the issuance of 4,104,478 shares, the payment of CDN $599,812 cash, and the repayment of a refundable mineral tax credit from the Yukon government. Through this agreement, Alexco acquired the retained assets of Spectrumsub in British Columbia and the Yukon, including the McQuesten property, subject to underlying agreements, including a to a 2% net smelter royalty to B. Kreft and an annual advance royalty payment of $20,000.

The McQuesten Property is located within the western part of the Selwyn Basin, in northern Yukon Territory. The stratigraphy of the area consists of deformed and metamorphosed strata of basinal sediments which accumulated at the edge of the Neoproterozoic to Paleozoic continental margin. During the Jurassic to Cretaceous (160 and 130 Ma.), the area was subjected to compressional fold and thrust tectonics which generated a series of stacked thrust panels and related folds. The property straddles the trace of the Robert Service Thrust, on the northern limb of the McQuesten Anticline. In the mid-Cretaceous, renewed tectonism resulted in widespread brittle deformation and the emplacement of the Tombstone Suite of plutons. Throughout the district these plutons are related to gold mineralization in several deposits, including the Scheelite Dome, Dublin Gulch and Brewery Creek deposits.

Historically, the Mayo-McQuesten area was prospected as early as 1887 and several gold placer deposits were discovered in 1989, on nearby Duncan, Haggart and Lynx Creeks. Intermittent gold production from placer operations has continued in the area since the initial discoveries, until present. The exploration focus in the district shifted to silver in 1906, with the discoveyr of the Silver King vein on Galena Creek, located 1.6 kilometres north of the McQuesten claim boundary. With the activity at the Silver King mine, interest spread to the east towards Keno Hill where a discovery of galena carrying high-grade silver was made in 1919. Between 1919 and 1989 the Keno Hill-Galena Hill lodes were explored and developed, becoming the richest silver deposits in Canada. The deposits up to 1989 produced more than 213 million ounces of silver, with millions of pounds of lead, zinc and cadmium.

During the period between 1955 and 1981, exploration on the McQuesten property consisted of trenching and sporadic diamond drilling which was focused on Keno style silver-lead-zinc vein targets.

Historic claims underlying the current West Zone of the McQuesten Block, were optioned in 1967 by Fort George Mining and Exploration who conducted bulldozer trenching and drilled 61 metres to test the Wayne silver-lead occurrence. A shipment of 6.48 tons (dry weight) of ore grading 133.6 oz/ton Ag, 56% Pb, 4.4% Zn and 0.059 oz/ton gold was hand cobbed and shipped to the Trail smelter (Archer and Elliot, 1982). Diamond drilling of this occurrence in 1981 intersected the northwest trending Wayne Vein in several holes over a 95 metre strike length. Two gold-tungsten horizons in retrograde pyrrhotitic skarn were unexpectedly intersected in these holes, and since this time, activities have been focused on exploration for skarn hosted gold mineralization, both on the McQuesten property and the Aurex property, to the south. Within the confines of the property, the principal gold-tungsten-bismuth-arsenic mineralization occurs just north of and straddles the Silver Trail Highway.


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As the property is largely covered by overburden, recent exploration has been conducted as extensive trenching and diamond drilling programs by prior operators: Viceroy, Newmont and SpectrumGold. These activities have been focused in the western area of the McQuesten Block, in the vicinity of the historic silver-lead-zinc and gold occurrences. The results of these programs has shown the area to be underlain by an east-west trending and moderately south dipping package of siliciclastic, carbonaceous and calcareous rocks of the Upper Proterozoic Yusezyu Formation and the Mississippian Keno Hill Quartzite. Monzonite to quartz porphyry sills and dykes cut the succession along EW to ENE trends (McQuesten Dyke) and airborne magnetic signatures suggest the presence of a larger pluton at depth.

The McQuesten-Keno Hill District is an area of remarkable and diverse mineral endowment, which includes the Elsa-Keno Hill mining camp, a 23 km long x 6 km wide corridor of Ag-Pb-Zn+/- Au mineralization. There is evidence that the camp lies within a corridor of brittle deformation which extends onto the McQuesten property. This strain event may have been closely coeval with the emplacement of larger Tombstone intrusions in the area, as well as the McQuesten dyke and the interpreted deeper pluton. Most of the early brittle “vein faults” strike east-northeast, dip steeply southeast, and contain lead-zinc-silver lodes at Keno and Galena Hill, high grade silver at the Silver King Mine, and gold-arsenic-antimony-bismuth mineralization at Aurex Hill, to the south of the McQuesten map area. Murphy, 1997 noted that in the Keno area, the stockwork and en echelon arrays of the vein faults pass laterally into transverse faults, where there is potential to concentrate gold. Since local transfer zones “Transverse faults” would record much of the displacement of the brittle event, mineralization reflecting a diverse suite of elements and concentrations of gold may result.

Similar relationships between gold mineralization and these regional structural elements exist on the McQuesten property and exhibit a strong control on gold values. Trench exposures and geophysical responses in the area of the McQuesten Block indicate that the stratigraphy has been cut by early and late brittle fault zones which developed within a broad ENE corridor of brittle deformation.

Gold mineralization has been found over a 1+ kilometre east-west trend within the West and East Zones of the western McMcQuesten Block. In these areas, lower grade gold mineralization is associated with multiple horizons of pyrrhotitic retrograde skarn, within which, there are narrow intervals of higher grade gold associated with later stage quartz-pyrite+/- arsenopyrite+/- galena, sphalerite veins along NE to ENE trending structures and later galena-sphalerite-siderite+/-quartz veins, breccia zones along NW trending structures. These dilational structures appear to be kinematically related to similar brittle structures hosting silver lodes in the Elsa-Keno Hill camp and gold in quartz-arsenopyrite veins on the Aurex property to the south. The associated geochemical signatures include variants of Au-Bi-+/-W+/-As+/Te+/Sb and Ag-Pb-Zn-Au+/-As, similar to several other gold deposits associated with the reduced plutons of the Tombstone suite.

The combined results of historic drilling and trenching on the western McQuesten Block has determined that gold mineralization within skarn horizons is generally of low tenor, with local higher grade intervals associated with later structures. The erratic and discontinuous gold results from widely spaced drilling in both the West and East Zones is not atypical is the geological environment, and warrants additional work to more fully understand the nature and extent of mineralization.


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The potential in the McQuesten area lies in expanding the size of the mineralized zones by further drill testing of skarn horizons along strike and in increasing the overall gold grade by definition of the higher grade gold zones both within skarn and quartizite horizons. Indications of this potential have been demonstrated by widely spaced drilling in the West Zone, where two gold bearing skarn horizons proximal to later structures have returned significant historic results such as:

3.23 g/t Au over 21.3 metres (RC97-03)
1.77 g/t Au over 35.3 metres (RC97-02)
1.37 g/t gold over 36.6 metres (MQ00-4)
3.31 g/t gold over 4.3 metres (MQ00-4)

Similarly in the East Zone, drilling has returned significant historic intercepts from four skarn horizons; however, the controls on the overall extent and tenor of gold mineralization are poorly understood:

4.10 g/t gold over 9.6 metres (D83-01)
0.54 g/t gold over 14.0 metres (D83-02)
4.10 g/t gold over 3.0 metres (D83-04)
5.60 g/t gold over 3.0 metres (D83-06)
1.51 g/t gold over 11.1 metres (D83-06)
1.11 g/t gold over 33.0 metres (RC97-06)

A gold deposit on the McQuesten Property would require higher grade mineralization associated with such traps, as well as a greater density of the traps within the succession. This structural complexity has not been fully tested within either the skarn or the competent quartzite horizons. Therefore, there remains potential on the property and flanking holdings, to delineate a series of smaller deposits along the trend which may be collectively developed as has been done at the Brewery Creek Mine.

An integrated program of soil geochemistry, ground geophysics, trenching and diamond drilling is recommended for 2006, to verify the interpreted controls on mineralization and to delineate additional higher grade traps on the property. A budget of $260, 000 is recommended.

Brewery Creek Property

The Company’s 100% owned Brewery Creek property is comprised of 801 quartz mining claims and fractions, of which 93 have been legally surveyed and converted to quartz mining leases. The Brewery Creek property is subject to two underlying royalty agreements with third parties, as follows:

(a)

A “sliding scale” royalty on the first 300,000 ounces of production from the Brewery Creek property, payable on quarterly gold production on the basis of a sliding scale ranging from USD$10 per ounce if the average gold price for the quarter is less than USD$350 per ounce up to USD$40 per ounce if the average gold price for the quarter is greater than USD$450 per ounce. As of the cessation of gold production at Brewery Creek, royalties under this agreement had already been paid on 278,484 ounces of gold production.

   
(b) A 5% net profits royalty (after recapture of pre-production expenditures) on profits from gold production at Brewery Creek.


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At June 30, 2008, the Company’s only material asset retirement obligation (“ARO”) relates to reclamation and closure activities at the Brewery Creek property. These activities include site reclamation and facilities removal, and post-closure monitoring. Approximately two thirds of the Brewery Creek ARO costs pertain to post-closure monitoring expected to span roughly the next ten years, with the balance pertaining to site reclamation and facilities removal expected to be completed within the next two years. The Company has determined the Brewery Creek ARO based on an evaluation report prepared by independent advisors. In accordance with Canadian GAAP, the Company has used the various classifications of probability within that report to determine the fair value of the ARO. The report included identification of additional contingent mitigation measures that might potentially be required, assessing the likelihood of such measures being required as “possible”, “unlikely” or “very unlikely”. The ARO recorded in respect of Brewery Creek at June 30, 2008 of $814,000 sufficiently provides for all planned activities plus all contingent mitigation measures with an assessed likelihood of “possible” and “unlikely”. In the highly unlikely event that all identified contingent mitigation measures should be required, including those with an assessed likelihood of “very unlikely”, this Brewery Creek ARO would need to be increased to approximately $2.4 million.

All of the substantive reclamation work on the Brewery Creek property has been completed as per the conditions outlined in the property’s approved reclamation and closure plan. Final reclamation of the process solution ponds and the single remaining mine building will be completed once these facilities are no longer required and appropriate regulatory authorizations have been secured for their removal. Monitoring and terrestrial maintenance activities at the mine are continuing as per the schedule outlined in the Company's water use and quartz mining licenses.

The Brewery Creek property has been the subject of one technical report, which was independently prepared in compliance with NI 43-101 and was filed on SEDAR. Dated November 4, 2005 and entitled “Brewery Creek Gold Project, Yukon Territory, Canada”, the report was prepared by Ronald G. Simpson, P.Geo., of GeoSim Services Inc. The detailed disclosure contained in that technical report is hereby incorporated by reference, and the summary section from that report is reproduced as follows:

1 SUMMARY

1.1 Property, Location & Ownership

The Brewery Creek property, a past producing heap leach gold mining operation currently in final reclamation and closure , is located 55 kilometres due east of Dawson City, Yukon. The claim ownership was transferred in April 2005 from Viceroy Mining Corporation to Alexco Resource Corp. and comprises 801 contiguous quartz claims covering 12,772 hectares.

1.2 Geology and Mineralization

On the Brewery Creek Property, Tombstone Suite, Cretaceous monzonite and quartz monzonite intrudes lower Paleozoic Earn Group and Road River Group stratigraphy as a series of semi-conformable sills. Cretaceous biotite monzonite and syenite stock-like bodies occur locally in the south-central part of the property.

Fracture controlled gold mineralization is hosted within porphyritic monzonite and quartz monzonite, biotite monzonite and interbedded fine-grained, siliclastic sediments. Local replacement mineralization is also hosted within calcareous siltstones. Major ore controlling structures in intrusives are related to a post Tombstone age (91 Ma), NNW compressional event that produced ESE and NE striking conjugate shears and ENE listric normal faulting localized along graphitic argillite/intrusive sill contacts. Moderate south dipping to overturned, north dipping short limbs of south vergent folds are the main controls to mineralization in the sediments.


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1.3 Exploration Concept and Status

More than 175,000 metres of drilling and trenching were completed between 1989 and 1999, focusing primarily on defining near surface oxide resources. Mined out oxide reserves totalled 9.7 million tonnes grading 1.44 g/t Au were distributed in 7 near surface deposits along a 7 km, ENE trend. This area is referred to as the “Reserve Trend” which is central to a WNW trending gold in soil anomaly that extends more than 15 km along strike.

Remaining indicated resources are estimated at 3.98 million tonnes grading 1.135 g/t Au. An estimated 2.2 million tonnes averaging 2.01 g/t Au in the North Slope zone are classified as inferred. Exploration drilling for higher grade sulphide resources is nominal and restricted largely to the down dip extensions of SE dipping, listric normal faults. The limited drilling of these targets to date has yielded scattered but significant gold mineralization.

In 2004 work included 28 line kilometres of Induced Polarization geophysical surveys and 769 metres of diamond drilling in five holes. This was completed by SpectrumGold Inc. in a first phase partial test of deeper sulphide-associated gold targets. Exploration focused in a two kilometre square area in and adjacent to the Pacific and Blue production pits. The program was terminated prematurely due to health and safety concerns related to proximal forest fires and local, heavy smoke.

1.4 Conclusions and Recommendations

In light of new structural and geochemical models and exploration concepts, the current depth of drilling is inadequate to properly assess the sulphide potential at Brewery Creek. Subsequently, a two-phase exploration program for $2,500,000 is proposed. Preparatory geological work should focus on detailed structural and alteration mapping in order to define additional prospective targets. This should be followed by a 2700 metre drill program to assess the potential for higher grade mineralization in the Pacific, Blue and Classic Zones. A more extensive second phase drill program would include 4500 metres of diamond drilling and 2500 metres of reverse circulation drilling.

Environmental Consulting Services

General

The Company’s environmental consulting services group is in the business of managing risk and unlocking value at mature, closed or abandoned sites through integration and implementation of the Company's core competencies, which include management of environmental services, implementation of innovative treatment technologies, execution of site reclamation and closure operations, and, if appropriate, rejuvenation of exploration and development activity. The Company’s principal markets for these services are in Canada and the United States, with the Canadian market serviced primarily through Access and ERDC and the U.S. market through Alexco US. The Company provides its services to a range of industrial sectors, but with a particular focus on current and former mine sites.


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The Company offers its clients a unique combination of environmental remediation expertise in the area of site reclamation and closure, an ability to manage complex permitting and regulatory programs on a turnkey basis, and strong operations management. In addition, the Company seeks to strategically leverage off its environmental consulting services group, accessing opportunities to enhance asset value through effective liability risk management and efficient site operations. This is accomplished through unlocking potential exploration and development opportunities at contaminated or abandoned sites through cost effective and responsible environmental remediation and liability transfer.

The Company executes its environmental consulting services business plan by using and applying the intellectual property assets, including the Patents, and the specialized skill sets and knowledge which it acquired through the ALM, Access and Green World transactions (see “General Development of the Business – Three Year History and Significant Acquisitions”). While there are a significant number of firms providing environmental consulting services in North America, these assets, skill sets and knowledge provide Alexco with a strong competitive advantage. Consolidated revenues from environmental consulting services in the year ended June 30, 2008 totaled $5,736,000, an increase of 41.5% over consolidated revenues of $4,053,000 in the year preceding. During the 2008 fiscal year, the Company recorded revenues from two customers representing 10% or more of total revenue, in the amounts of $2,583,000 and $767,000 respectively. In 2007, the Company similarly had two customers representing 10% or more of total revenue, in the amounts of $1,361,000 and $467,000 respectively. The Company’s largest single customer is the Government of Yukon, with a substantial component of the revenues earned from the Government of Yukon being derived from the Keno Hill project.

Keno Hill Project

As described above (see “General Development of the Business – Three Year History and Significant Acquisitions”), under the Subsidiary Agreement, Alexco’s subsidiary ERDC is retained through the Government of Yukon as a paid contractor responsible on a continuing basis for the environmental care and maintenance and ultimate closure reclamation of the former UKHM properties.

The Subsidiary Agreement provides that ERDC is responsible for the development of the ultimate closure reclamation plan for fees of 65% of agreed scheduled rates, and this plan development is currently ongoing. Upon acceptance and regulatory approval, the closure reclamation plan will be implemented by ERDC at full negotiated contractor rates. During the period required to develop the plan, ERDC is responsible for carrying out the environmental care and maintenance of the UKHM properties for a reducing fixed annual fee adjusted each year for certain operating and inflationary factors. ERDC received and recognized 100% of the fee amount so determined during each contract year up to and including the year when Final Closing occurred. Pursuant to the Subsidiary Agreement, the portion of the annual fee amount so determined which is billable by ERDC will reduce by 15% each year until all site specific care and maintenance activities have been replaced by final reclamation activities; provided however that should a closure reclamation plan be prepared but not accepted and approved, the portion of annual fees billable by ERDC will revert to 85% until the Subsidiary Agreement is either amended or terminated. ERDC receives full contractor rates when retained by government to provide consulting services in the Keno Hill district outside the scope of the Subsidiary Agreement.

Risk Factors

The Company faces a number of significant risk factors related to its business activities, which are discussed in greater detail below. Such risk factors could materially affect the Company's future financial results, and could cause events to differ materially from those described in forward-looking statements relating to the Company. While the significant risk factors which the Company believes it faces are discussed below, they do not comprise a definitive list of all risk factors related to the Company's operations.


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Exploration and Development

Mineral exploration and development involves a high degree of risk and few properties which are explored are ultimately developed into producing mines. With respect to the Company’s properties, should any ore reserves exist, substantial expenditures will be required to confirm ore reserves which are sufficient to commercially mine, and to obtain the required environmental approvals and permitting required to commence commercial operations. Should any mineral resource be defined on such properties there can be no assurance that the mineral resource on such properties can be commercially mined or that the metallurgical processing will produce economically viable and saleable products. 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 technical 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 appropriate technical studies and construction of production facilities; (2) availability and costs of financing; (3) ongoing costs of production; (4) market prices for the minerals to be produced; (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.

The ability of the Company to sell, and profit from the sale of any eventual production from any of the Company’s properties will be subject to the prevailing conditions in the marketplace at the time of sale. Many of these factors are beyond the control of the Company and therefore represent a market risk which could impact the long term viability of the Company and its operations.

Keno Hill District

While the Company has conducted exploration activities in the Keno Hill district, further review of historical records and additional exploration and geological testing will be required to determine whether any of the mineral deposits it contains are economically recoverable. There is no assurance that such exploration and testing will result in favourable results. The history of the Keno Hill district has been one of fluctuating fortunes, with new technologies and concepts reviving the district numerous times from probable closure until 1989, when it did ultimately close down for a variety of economic and technical reasons. Many or all of these economic and technical issues will need to be addressed prior to the commencement of any future production on the Keno Hill properties.

Under the terms of the Subsidiary Agreement, ERDC is responsible for carrying out the environmental care and maintenance of the UKHM properties during the period required to develop and obtain acceptance and regulatory approval for the Keno Hill district closure reclamation plan, for a fixed annual fee that reduces by 15% each year until all site specific care and maintenance activities have been replaced by final reclamation activities. The Company could incur significant costs while undertaking such care and maintenance activities, should it take a longer period than anticipated to obtain acceptance and approval for the closure reclamation plan and commence reclamation activities.

Capitalization and Commercial Viability

The Company will require additional funds to further explore, develop and mine its properties. The Company has limited financial resources, and there is no assurance that additional funding will be available to the Company to carry out the completion of all proposed activities, for additional exploration or for the substantial capital that is typically required in order to place a property into commercial production. Although the Company has been successful in the past in obtaining financing through the sale of equity securities, there can be no assurance that the Company 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.


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Environmental Consulting Services

A material decline in the level of activity or reduction in industry willingness to spend capital on mine reclamation, remediation or environmental services could adversely affect demand for the Company's services. Likewise, a material change in mining product commodity prices, the ability of mining companies to raise capital or changes in domestic or international political, regulatory and economic conditions could adversely affect demand for the Company's services.

Two of the Company’s customers, including the Government of Yukon, accounted for a combined 58% of revenues in 2008 (45% in 2007). The loss of, or a significant reduction in the volume of business conducted with, either or both of these customers could have a significant detrimental effect on the Company’s environmental consulting services business.

The patents which the Company owns or has access to or other proprietary technology may not prevent the Company's competitors from developing substantially similar technology, which may reduce the Company's competitive advantage. Similarly, the loss of access of any of such patents or other proprietary technology or claims from third parties that such patents or other proprietary technology infringe upon proprietary rights which they may claim or hold would be detrimental to the Company's reclamation and remediation business.

The Company may not be able to keep pace with continual and rapid technological developments that characterize the market for the Company's mine reclamation and remediation services and the Company's failure to do so may result in a loss of its market share. Similarly, changes in existing regulations relating to mine reclamation and remediation activities could require the Company to change the way it conducts its business.

Environmental Risks and Other Regulatory Requirements

The current or future operations of the Company, including development activities, commencement of production on its properties and activities associated with the Company's mine reclamation and remediation business, require permits or licenses 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 and in mine reclamation and remediation activities generally experience increased costs and delays as a result of the need to comply with the applicable laws, regulations and permits. There can be no assurance that all permits which the Company may require for the conduct of its operations will be obtainable on reasonable terms or that such laws and regulations would not have an adverse effect on any project which the Company 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 or in mine reclamation and remediation activities may be required to compensate those suffering loss or damage by reason of such activities and may have civil or criminal fines or penalties imposed upon them for violation of applicable laws or regulations.


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Amendments to current laws, regulations and permits governing operations and activities of mining companies and mine reclamation and remediation activities, or more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in capital expenditures or production costs or reduction in levels of production at producing properties or require abandonment or delays in the development of new mining properties.

Potential Profitability Of Mineral Properties Depends Upon Factors Beyond the Control of the Company

The potential profitability of mineral properties is dependent upon many factors beyond the Company’s control. For instance, world prices of and markets for gold and silver 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 mined ore 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 the Company cannot predict and are beyond the Company’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 the Company.

First Nation Rights and Title

First Nation land claims in Yukon Territory remain the subject of active debate and litigation. The Keno Hill project lies within the traditional territory of the First Nation of Na-Cho Nyak Dun. There can be no guarantee that the nature of land claims in Yukon Territory will not create delays in project approval, unexpected interruptions in project progress or result in additional costs to advance the project.

Title to Mineral Properties

The acquisition of title to mineral properties is a complicated and uncertain process. The properties may be subject to prior unregistered agreements of transfer or land claims, and title may be affected by undetected defects. The Company has taken steps, in accordance with industry standards, to verify mineral properties in which it has an interest. Although the Company has made efforts to ensure that legal title to its properties is properly recorded in the name of the Company, there can be no assurance that such title will ultimately be secured.

Securities of the Company and Dilution

To further the activities of the Company to acquire additional properties, the Company will require additional funds and it is likely that, to obtain the necessary funds, the Company will have to sell additional securities including, but not limited to, its common stock or some form of convertible securities, the effect of which would result in a substantial dilution of the present equity interests of the Company's shareholders.


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Operating Hazards and Risks

In the course of exploration, development and production of mineral properties, certain risks, and in particular, unexpected or unusual geological operating conditions including rock bursts, cave-ins, fires, flooding and earthquakes may occur. It is not always possible to fully insure against such risks and the Company may decide not to insure against such risks as a result of high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate any future profitability and result in increasing costs and a decline in the value of the securities of the Company.

Adverse weather conditions could also disrupt the Company's mine reclamation and remediation business and/or reduce demand for the Company's services.

Competition

Significant and increasing competition exists for mining opportunities internationally. There are a number of large established mining companies with substantial capabilities and far greater financial and technical resources than the Company. The Company may be unable to acquire additional attractive mining properties on terms it considers acceptable and there can be no assurance that the Company's exploration and acquisition programs will yield any new reserves or result in any commercial mining operation.

DIVIDENDS

The Company has not paid any dividends on its common shares since its incorporation. Any decision to pay dividends on common shares in the future will be made by the board of directors on the basis of the earnings, financial requirements and other conditions existing at such time.

DESCRIPTION OF CAPITAL STRUCTURE

The authorized capital of the Company consists of an unlimited number of common shares, without par value.

There are no special rights or restrictions of any nature attached to any of the common shares, which all rank equally as to all benefits which might accrue to the holders of the common shares.

MARKET FOR SECURITIES

Trading Price and Volume

The common shares of the Company are listed and posted for trading on the Toronto Stock Exchange (“TSX”) under the symbol “AXR”. The following table sets out the market price range and trading volumes of the Company’s common shares on the TSX for the periods indicated.


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Period Volume High ($) Low ($)
June 2008 605,100 $3.70 $3.15
May 2008 607,700 $4.33 $3.60
April 2008 843,700 $4.62 $3.89
March 2008 672,900 $4.80 $3.85
February 2008 916,000 $4.99 $4.01
January 2008 1,455,300 $5.81 $4.00
December 2007 1,265,600 $5.44 $3.73
November 2007 1,208,500 $5.95 $4.70
October 2007 1,671,300 $6.16 $4.92
September 2007 1,460,100 $5.15 $3.51
August 2007 1,899,400 $5.72 $3.11
July 2007 971,200 $6.16 $5.26

On September 20, 2007, the common shares of the Company were listed and began trading on the American Stock Exchange (“AMEX”) under the symbol “AXU”.

Securities Not Listed or Quoted

The only classes of securities of the Company that are not listed or quoted on a marketplace are its stock options and warrants. During the fiscal year ended June 30, 2008, stock options and warrants were issued as follows:

Date of Issuance Class of Security Number Issued Issuing Price per Security
October 9, 2007 Stock Options 150,000 $2.50
December 11, 2007 Warrants 85,800 $0.67
February 11, 2008 Stock Options 232,500 $2.23
May 21, 2008 Stock Options 15,000 $1.78

The issuing price per security is the fair value of that security as estimated by the Company based on the Black-Scholes option pricing model.

DIRECTORS AND OFFICERS

Name, Occupation and Security Holding

The name, province or state, country of residence, position or office held with the Company and principal occupation during the past five years of each director and executive officer of the Company are described as follows.


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Name and Address(1)

Office or Position
Held
Principal Occupation During the Past Five
Years
Previous Service as
a Director
Clynton R. Nauman
Washington, USA
President, Chief Executive Officer and Director(4) President and Chief Executive Officer of the Company, since December 2004; Chief Executive Officer of Asset Liability Management Group ULC, since February 2003. Since December 3, 2004
Michael Winn
California, USA
Chairman and Director(2)(3)(4)(5) President of Terrasearch Inc., a consulting company that provides analysis on mining and energy companies, since 1997. Since January 11, 2005
Rick Van Nieuwenhuyse
British Columbia, Canada
Director(4) President and Chief Executive Officer of NovaGold, a company engaged in the business of mining and mineral exploration and development, since May 1999. Since January 11, 2005
David Searle
British Columbia, Canada
Director(2)(3)(4)(5) Lawyer with Fasken Martineau DuMoulin LLP, October 2001 to August 2006. Since May 12, 2006
George Brack
British Columbia, Canada
Director(2)(3)(5) Managing Director and Industry Head – Mining with Scotia Capital Inc., since December 2006; President of Macquarie North America Ltd. from January 1999 to November 2006. Since December 11, 2007
Bradley Thrall
Washington, USA
Chief Operating Officer Chief Operating Officer of the Company, since December 2004; President of Asset Liability Management Group ULC, since September 2002. N/A
David Whittle
British Columbia, Canada
Chief Financial Officer and Corporate Secretary Chief Financial Officer and Corporate Secretary of the Company, since October 2007; Chief Financial Officer of Hillsborough Resources Limited, a mining company, from August 2004 to August 2007; Chartered Accountant in public practice prior to August 2004. N/A
Stanton Dodd
Washington, USA
Vice President, Exploration Vice President Exploration of the Company, since March 2008; Senior Project Geologist for NovaGold from January 2002 to March 2008. N/A

(1)

The information as to the jurisdiction of residence and principal occupation, not being within the knowledge of the Company, has been furnished by the respective individuals individually.

(2)

Member of the Audit Committee.

(3)

Member of the Corporate Governance Committee.

(4)

Member of the Environmental and Safety Committee.

(5)

Member of the Compensation Committee.

Each of the Company’s directors is elected by the Company’s shareholders at an annual meeting to serve until the next annual meeting of shareholders or until a successor is elected or appointed. The board of directors appoints the Company’s executive officers annually after each annual meeting, to serve at the discretion of the board of directors.

Based on information provided by such persons, as at the date hereof the directors and executive officers of the Company as a group beneficially owned, directly or indirectly, or exercised control or direction over, an aggregate of 4,416,300 common shares of the Company (including 1,940,299 shares owned by ALM), representing approximately 12.3% of the issued and outstanding common shares of the Company. In


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addition, the directors and executive officers of the Company as a group held stock options for the purchase of an aggregate of 2,007,500 common shares in the capital of the Company, representing approximately 58.5% of all outstanding options.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Other than as disclosed below, to the knowledge of the Company, none of the Company's directors or executive officers is, as at the date of this Annual Information Form, or has been, within ten years before the date of this Annual Information Form, a director, chief executive officer or chief financial officer of any company (including the Company) that:

  (a)

was subject to an Order (as defined below) that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or

     
  (b)

was subject to an Order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer;

Order” means a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under securities legislation and, in each case, that was in effect for a period of more than 30 consecutive days.

Other than as disclosed above, none of the Company's directors or executive officers or, to the Company's knowledge, any shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company:

(a)

is, as at the date of this Annual Information Form, or has been within the 10 years before the date of this Annual Information Form, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

     
(b)

has, within the 10 years before the date of this Annual Information Form, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director; or

     
(c)

has been subject to:

     
(i)

any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

     
(ii)

any other 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.



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David Whittle was a director of Image Innovations Holdings Inc. (“Image”), a company incorporated in the United States. Image and its subsidiaries filed voluntary petitions for relief under Chapter 11, Title 11 of the United States Code on July 6, 2006. Image’s Joint Chapter 11 Liquidating Plan was confirmed by the Bankruptcy Court on August 21, 2007, and Image is currently in the process of seeking the entry of a Final Decree closing the Chapter 11 cases.

Conflicts of Interest

The directors of the Company are required by law to act honestly and in good faith with a view to the best interest of the Company and to disclose any interests which they may have in any project or opportunity of the Company. If a conflict of interest arises at a meeting of the board of directors, any director in a conflict will disclose his interest and abstain from voting on such matter. In determining whether or not the Company will participate in any project or opportunity, that director will primarily consider the degree of risk to which the Company may be exposed and its financial position at that time.

To the best of the Company's knowledge, there are no known existing or potential conflicts of interest among the Company, its promoters, directors, officers or other members of management of the Company as a result of their outside business interests except that certain of the directors, officers, promoters and other members of management serve as directors, officers, promoters and members of management of other public companies, and therefore it is possible that a conflict may arise between their duties as a director, officer, promoter or member of management of such other companies.

The directors and officers of the Company are aware of the existence of laws governing accountability of directors and officers for corporate opportunity and requiring disclosures by directors of conflicts of interest and the Company relies upon such laws in respect of any directors’ and officers’ conflicts of interest or in respect of any breaches of duty by any of its directors or officers. Such directors or officers in accordance with the Business Corporations Act (British Columbia) are required to disclose all such conflicts and to govern themselves in respect thereof to the best of their ability in accordance with the obligations imposed upon them by law.

PROMOTERS

NovaGold Canada and ALM took the initiative in founding the Company and arranging for its organization and financing and, accordingly, may be considered promoters of the Company within the meaning of securities legislation of British Columbia.

As at the date hereof, NovaGold Canada held 6,352,978 common shares of the Company, representing approximately 17.7% of the issued and outstanding common shares of the Company.

As at the date hereof, ALM held 1,940,299 common shares of the Company, representing approximately 5.4% of the issued and outstanding common shares of the Company.

See “General Development of the Business – Three Year History and Significant Acquisitions” and “Interest of Management and Others in Material Transactions” with respect to transactions entered into by the Company involving NovaGold Canada and ALM.


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AUDIT COMMITTEE INFORMATION

Audit Committee Charter

The following is the text of the Audit Committee's Charter:

I.          MANDATE

The Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Alexco Resource Corp. (the “Company”) shall assist the Board in fulfilling its financial oversight responsibilities. The Committee’s primary duties and responsibilities under this mandate are to serve as an independent and objective party to monitor:

  1.

The quality and integrity of the Company’s financial statements and other financial information;

     
  2.

The compliance of such statements and information with legal and regulatory requirements;

     
  3.

The qualifications and independence of the Company’s independent external auditor (the “Auditor”); and

     
  4.

The performance of the Company’s internal accounting procedures and Auditor.

II.          STRUCTURE AND OPERATIONS

A.          Composition

The Committee shall be comprised of three or more independent members.

B.          Qualifications

 Each member of the Committee must be a member of the Board.

A majority of the members of the Committee shall not be officers or employees of the Company or of an affiliate of the Company.

Each member of the Committee must be able to read and understand fundamental financial statements, including the Company’s balance sheet, income statement, and cash flow statement.

C.          Appointment and Removal

In accordance with the By-Laws of the Company, the members of the Committee shall be appointed by the Board and shall serve until such member’s successor is duly elected and qualified or until such member’s earlier resignation or removal. Any member of the Committee may be removed, with or without cause, by a majority vote of the Board.


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D.          Chair

Unless the Board shall select a Chair, the members of the Committee shall designate a Chair by the majority vote of all of the members of the Committee. The Chair shall call, set the agendas for and chair all meetings of the Committee.

E.          Sub-Committees

The Committee may form and delegate authority to subcommittees consisting of one or more members when appropriate, including the authority to grant pre-approvals of audit and permitted non-audit services, provided that a decision of such subcommittee to grant a pre-approval shall be presented to the full Committee at its next scheduled meeting.

F.          Meetings

The Committee shall meet at least four times in each fiscal year, or more frequently as circumstances dictate. The Auditor shall be given reasonable notice of, and be entitled to attend and speak at, each meeting of the Committee concerning the Company’s annual financial statements and, if the Committee feels it is necessary or appropriate, at every other meeting. On request by the Auditor, the Chair shall call a meeting of the Committee to consider any matter that the Auditor believes should be brought to the attention of the Committee, the Board or the shareholders of the Company.

At each meeting, a quorum shall consist of a majority of members that are not officers or employees of the Company or of an affiliate of the Company.

As part of its goal to foster open communication, the Committee may periodically meet separately with each of management and the Auditor to discuss any matters that the Committee believes would be appropriate to discuss privately. In addition, the Committee should meet with the Auditor and management annually to review the Company’s financial statements in a manner consistent with Section III of this Charter.

The Committee may invite to its meetings any director, any manager of the Company, and any other person whom it deems appropriate to consult in order to carry out its responsibilities. The Committee may also exclude from its meetings any person it deems appropriate to exclude in order to carry out its responsibilities.

III.          DUTIES

A.          Introduction

The following functions shall be the common recurring duties of the Committee in carrying out its purposes outlined in Section I of this Charter. These duties should serve as a guide with the understanding that the Committee may fulfill additional duties and adopt additional policies and procedures as may be appropriate in light of changing business, legislative, regulatory or other conditions. The Committee shall also carry out any other responsibilities and duties delegated to it by the Board from time to time related to the purposes of the Committee outlined in Section I of this Charter.


- 36 -

The Committee, in discharging its oversight role, is empowered to study or investigate any matter of interest or concern which the Committee in its sole discretion deems appropriate for study or investigation by the Committee.

The Committee shall be given full access to the Company’s internal accounting staff, managers, other staff and Auditor as necessary to carry out these duties. While acting within the scope of its stated purpose, the Committee shall have all the authority of, but shall remain subject to, the Board.

The Committee shall be given all funding as the Committee determines necessary for the payment of: (i) compensation to any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services; (ii) compensation to advisors employed by the Committee; and (iii) ordinary administrative expenses.

B.          Powers and Responsibilities

The Committee will have the following responsibilities and, in order to perform and discharge these responsibilities, will be vested with the powers and authorities set forth below, namely, the Committee shall:

Independence of Auditor

  1)

Review and discuss with the Auditor any disclosed relationships or services that may impact the objectivity and independence of the Auditor and, if necessary, obtain a formal written statement from the Auditor setting forth all relationships between the Auditor and the Company, consistent with Independence Standards Board Standard 1.

     
  2)

Take, or recommend that the Board take, appropriate action to oversee the independence of the Auditor.

     
  3)

Require the Auditor to report directly to the Committee.

     
  4)

Review and approve the Company’s hiring policies regarding partners, employees and former partners and employees of the Auditor and former independent external auditor of the Company.

Performance & Completion by Auditor of its Work

  5)

Be directly responsible for the oversight of the work by the Auditor (including resolution of disagreements between management and the Auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work.

     
  6)

. Review annually the performance of the Auditor and recommend the appointment by the Board of a new, or re-election by the Company’s shareholders of the existing, Auditor.



- 37 -

  7)

Pre-approve all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for the Company by the Auditor unless such non-audit services:

       
  (a)

which are not pre-approved, are reasonably expected not to constitute, in the aggregate, more than 5% of the total amount of revenues paid by the Company to the Auditor during the fiscal year in which the non-audit services are provided;

       
  (b)

were not recognized by the Company at the time of the engagement to be non-audit services; and

       
  (c)

are promptly brought to the attention of the Committee by Management and approved prior to the completion of the audit by the Committee or by one or more members of the Committee who are members of the Board to whom authority to grant such approvals has been delegated by the Committee.

Internal Financial Controls & Operations of the Company

  8)

Establish procedures for:

       
  (a)

the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and

       
  (b)

the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

Preparation of Financial Statements

  9)

Discuss with management and the Auditor significant financial reporting issues and judgments made in connection with the preparation of the Company’s financial statements, including any significant changes in the Company’s selection or application of accounting principles, any major issues as to the adequacy of the Company’s internal controls and any special steps adopted in light of material control deficiencies.

     
  10)

Discuss with management and the Auditor any correspondence with regulators or governmental agencies and any employee complaints or published reports which raise material issues regarding the Company’s financial statements or accounting policies.

     
  11)

Discuss with management and the Auditor the effect of regulatory and accounting initiatives as well as off-balance sheet structures on the Company’s financial statements.

     
  12)

Discuss with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies.



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  13)

Discuss with the Auditor the matters required to be discussed relating to the conduct of any audit, in particular:

     
  14)

The adoption of, or changes to, the Company’s significant auditing and accounting principles and practices as suggested by the Auditor or management.

     
  15)

Any difficulties encountered in the course of the audit work, including any restrictions on the scope of activities or access to requested information, and any significant disagreements with management.

Public Disclosure by the Company

  16)

Review the Company’s annual and quarterly financial statements, management discussion and analysis (MD&A) before the Board approves and the Company publicly discloses this information.

     
  17)

Review the Company’s financial reporting procedures and internal controls to be satisfied that adequate procedures are in place for the review of the Company’s public disclosure of financial information extracted or derived from its financial statements, other than disclosure described in the previous paragraph, and periodically assessing the adequacy of those procedures.

     
  18)

Review any disclosures made to the Committee by the Company’s Chief Executive Officer and Chief Financial Officer during their certification process of the Company’s financial statements about any significant deficiencies in the design or operation of internal controls or material weaknesses therein and any fraud involving management or other employees who have a significant role in the Company’s internal controls.

Related Party Transactions

  19)

Review all related party or conflict of interest transactions of the Company and make appropriate recommendation to the Board of Directors.

Manner of Carrying Out its Mandate

  20)

Consult, to the extent it deems necessary or appropriate, with the Auditor but without the presence of management, about the quality of the Company’s accounting principles, internal controls and the completeness and accuracy of the Company’s financial statements.

     
  21)

Request any officer or employee of the Company or the Company’s outside counsel or Auditor to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.

     
  22)

Have the authority, to the extent it deems necessary or appropriate, to retain independent legal, accounting or other consultants to advise the Committee advisors.



- 39 -

  23)

Meet, to the extent it deems necessary or appropriate, with management and the Auditor in separate executive sessions at least quarterly.

     
  24)

Have the authority, to the extent it deems necessary or appropriate, to retain independent legal, accounting or other consultants to advise the Committee advisors.

     
  25)

Make regular reports to the Board.

     
  26)

Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.

     
  27)

Annually review the Committee’s own performance.

     
  28)

Provide an open avenue of communication among the Auditor the Board.

     
  29)

Not delegate these responsibilities other than to one or more independent members of the Committee the authority to pre-approve, which the Committee must ratify at its next meeting, non-audit services to be provided by the Auditor.

F.         Limitation of Audit Committee’s Role

While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Company’s financial statements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles and applicable rules and regulations. These are the responsibilities of management and the Auditor.

Composition of the Audit Committee

The members of the Audit Committee are Michael Winn, George Brack and David Searle. All of the members are financially literate and independent for the purposes of Multilateral Instrument 52-110 ("MI 52-110").

Mr. Winn is a financial expert, in that he has an understanding of generally accepted accounting principles and financial statements; is able to assess the general application of accounting principles in connection with the accounting for estimates, accruals and reserves; has experience analyzing or evaluating financial statements that entail accounting issues of equal complexity to the Company's financial statements (or actively supervising another person who did so); and has a general understanding of internal controls and procedures for financial reporting and an understanding of audit committee functions.

Mr. Winn does not have an accounting designation; instead his expertise is derived from his high level involvement in the financial matters of public corporations. Mr. Winn is currently President of Terrasearch Inc., a consulting company that provides analysis on mining and energy companies. Mr. Winn has worked in the oil and gas industry since 1983 and the mining industry since 1992. He completed graduate course work in accounting and finance and received a BSc in geology from the University of Southern California. Mr. Winn has the business expertise to understand and evaluate financial statements and the accounting principles applied to natural resource companies’ financial statements.


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Mr. Brack is Managing Director and Industry Head – Mining of Scotia Capital Inc. Prior to joining Scotia Capital, he held the position of President of Macquarie North America Ltd., an investment banking firm specializing in mergers and acquisitions as well as other advisory functions for North American resource companies. Mr. Brack has also held positions with Placer Dome as Vice President Corporate Development, and with CIBC Wood Gundy where he was Vice President of the Investment Banking Group. Mr. Brack is financially literate, possessing extensive experience in corporate finance and investment banking, particularly with respect to the mining sector.

Mr. Searle is a lawyer and a recently retired partner at Fasken Martineau DuMoulin LLP and brings to the Board 44 years of experience practicing law in western and northern Canada. He has extensive experience in environmental assessment, the permitting of major projects and in the area of mine closure and reclamation. Mr. Searle regularly appeared in all three northern jurisdictions before the Boards that conduct environmental assessments and issue water licenses and land use permits and has extensive experience dealing with contaminated sites in British Columbia. Mr. Searle is financially literate in that he has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company's financial statements.

Reliance on Certain Exemptions

At no time since the commencement of the Company's most recently completed financial year has the Company relied on the exemption in Section 2.4 of MI 52-110 (De Minimis Non-audit Services), Section 3.2 of MI 52-110 (Initial Public Offerings), Section 3.3(2) of MI 52-110 (Controlled Companies), Section 3.4 of MI 52-110 (Events Outside Control of Member), Section 3.5 of MI 52-110 (Death, Disability or Resignation of Audit Committee Member), Section 3.6 of MI 52-110 (Temporary Exemption for Limited and Exceptional Circumstances) or Section 3.8 of MI 52-110 (Acquisition of Financial Literacy), or an exemption from MI 52-110, in whole or in part, granted under Part 8 of MI 52-110 (Exemptions).

Audit Committee Oversight

At no time since the commencement of the Company's most recently completed financial year was a recommendation of the Committee to nominate or compensate an external auditor not adopted by the board of directors.

Pre-Approval Policies and Procedures

The Audit Committee nominates and engages the independent auditors to audit the financial statements, and approves all audit, audit-related services, tax services and other services provided by the Company’s independent auditors, PricewaterhouseCoopers LLP, Chartered Accountants. Any services provided by PricewaterhouseCoopers LLP that are not specifically included within the scope of the audit must be pre-approved by the audit committee prior to any engagement. The audit committee is permitted to approve certain fees for audit-related services, tax services and other services pursuant to a de minimus exception before the completion of the engagement. No fees paid to PricewaterhouseCoopers LLP in either of the fiscal years ended June 30, 2008 or 2007 were approved pursuant to the de minimus exception.

External Auditor Service Fees (By Category)

PricewaterhouseCoopers LLP, Chartered Accountants, serve as the independent auditors for the Company and have acted as the Company's independent auditor for the fiscal years ended June 30, 2008 and June 30, 2007. The chart below sets forth the total amount billed the Company by PricewaterhouseCoopers LLP for services


- 41 -

performed in these periods and breaks down these amounts by category of service (for audit fees, audit-related fees, tax fees and all other fees):

External Auditor Service Fees (By Category)

 Financial Year Ended Audit Fees Audit-Related Fees Tax Fees All Other Fees
June 30, 2008 $280,000 $71,452 $nil $nil
June 30, 2007 $107,000 $84,352 $nil $70,270

“Audit Fees” are the aggregate fees billed by PricewaterhouseCoopers LLP for the audits of the Company’s consolidated annual financial statements and internal control over financial reporting that are provided in connection with statutory and regulatory filings or engagements.

“Audit-Related Fees” are fees charged by PricewaterhouseCoopers LLP for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under “Audit Fees”. This category includes but is not limited to fees billed for independent accountant review of the interim financial statements, advisory services associated with the Company’s financial reporting and fees charged for services rendered in connection with registration statements and other securities offering documents.

“Tax Fees” are fees for professional services rendered by PricewaterhouseCoopers LLP for tax compliance, tax advice on actual or contemplated transactions.

“All Other Fees” include all fees charged by PricewaterhouseCoopers LLP for products or services other than those charged for “Audit Fees”, “Audit-Related Fees” and “Tax Fees”.

LEGAL PROCEEDINGS

The Company is not a party to any legal proceedings and is not aware of any such proceedings known to be contemplated.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

The directors, executive officers and principal shareholders of the Company or any associate or affiliate of the foregoing have had no material interest, direct or indirect, in any transactions in which the Company has participated within the three most recently completed financial periods prior to the date of this Annual Information Form or in the current financial year, and do not have any material interest in any proposed transaction, which has materially affected or is reasonably expected to materially affect the Company, except as set out elsewhere in this Annual Information Form or as follows:

The Company has entered into the agreements described under "General Development of the Business – Three Year History and Significant Acquisitions" with NovaGold Canada, Viceroy and ALM. NovaGold Canada is a principal shareholder of the Company and certain of the directors and/or officers of NovaGold Canada, Viceroy and ALM were at the time directors and/or officers of the Company.

Certain directors and/or officers of the Company have subscribed for common shares of the Company pursuant to the public and private placement financings of the Company, as has NovaGold Canada.


- 42 -

During the year ended June 30, 2007, the Company recorded $273,000 in contractors expenses and the purchase of mobile equipment from ALM (2006 – $338,000). At June 30, 2007, accounts payable and accrued liabilities included $nil owing to ALM (2006 – $43,000). There were no transactions with ALM during the year ended June 30, 2008.

The Company incurred $97,000 during the year ended June 30, 2008 (2007 – $83,000; 2006 – $nil) for rent of office space under an agreement with Access Field Services, a company owned by certain officers of Access. At June 30, 2008, accounts payable and accrued liabilities include $nil due to Access Field Services (2007 and 2006 – $nil).

During the year ended June 30, 2008, the Company incurred technical service fees with NovaGold totaling $696,000 (2007 – $946,000; 2006 – $470,000), which have been capitalized to mineral properties and deferred exploration costs. NovaGold is related as it is the parent company of NovaGold Canada, a shareholder with significant influence over the Company. NovaGold Canada also held a right to back in to the Company’s Brewery Creek property, which right it permitted to expire during the year ended June 30, 2008. As at June 30, 2008, accounts payable and accrued liabilities include $58,000 (2007 – $91,000; 2006 – $161,000) due to NovaGold.

TRANSFER AGENTS AND REGISTRARS

The registrar and transfer agent for the common shares of the Company in British Columbia and Ontario is Computershare Investor Services Inc., Vancouver, British Columbia.

MATERIAL CONTRACTS

The Company has no material contracts other than contracts entered into in the ordinary course of business.

INTERESTS OF EXPERTS

Names of Experts

The following persons are independent and are “qualified persons” as defined in NI 43-101, and are the qualified persons responsible for the preparation of the Bellekeno preliminary economic assessment technical report (see “Description of Business – Mineral Exploration and Development – Bellekeno Property”):

Gordon Doerksen, P.Eng., of SRK Consulting (Canada) Inc.
G. David Keller, P.Geo., of SRK Consulting (Canada) Inc.
Joe Sedlacek, P.Eng., of SRK Consulting (Canada) Inc.
Hassan Ghaffari, P.Eng., of Wardrop Engineering Inc.
Diane Lister, P.Eng., of Altura Environmental Consulting

Janice Fingler, M.Sc., P.Geo., an independent consulting geologist and “qualified person” as defined in NI 43-101, is the author responsible for the preparation of the McQuesten technical report (see “Description of Business – Mineral Exploration and Development – McQuesten Property”).

Ronald G. Simpson, P.Geo., of GeoSim Services Inc., an independent consulting geologist and “qualified person” as defined in NI 43-101, is the author responsible for the preparation of the Brewery Creek technical report (see “Description of Business – Mineral Exploration and Development – Brewery Creek Property”).


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Stanton Dodd, LG (Wash), a “qualified person” as defined in NI 43-101, is the Company’s Vice President, Exploration, and except where specifically indicated otherwise is the person responsible for the technical information included in this Annual Information Form regarding Alexco’s mineral properties.

The audited financial statements of the Company have been subject to audit by PricewaterhouseCoopers LLP, Chartered Accountants.

Interests of Experts

Based on information provided by the experts, other than with respect to Stanton Dodd as described below and PricewaterhouseCoopers LLP, Chartered Accountants as auditors, none of the experts named under "Names of Experts", when or after they prepared the statement, report or valuation, has received any registered or beneficial interests, direct or indirect, in any securities or other property of the Company or of one of the Company's associates or affiliates (based on information provided to the Company by the experts) or is or is expected to be elected, appointed or employed as a director, officer or employee of the Company or of any associate or affiliate of the Company.

Stanton Dodd is the Company’s Vice President, Exploration, and accordingly is not considered independent as defined in NI 43-101. Mr. Dodd has been granted stock options of the Company, representing less than one percent of the issued and outstanding common shares of the Company.

The auditors of the Company are PricewaterhouseCoopers LLP, Chartered Accountants, of Vancouver, British Columbia. PricewaterhouseCoopers LLP, Chartered Accountants, report that they are independent of the Company in accordance with the Rules of Professional Conduct of the Institute of Chartered Accountants of British Columbia, Canada.

ADDITIONAL INFORMATION

Additional information relating to the Company may be found on SEDAR at www.sedar.com.

Additional information, including directors' and officers' remuneration and indebtedness, principal holders of the Company's securities, and securities authorized for issuance under equity compensation plans, where applicable, is contained in the Company's information circular for its most recent annual general meeting of securityholders that involved the election of directors.

Additional financial information is provided in the Company's consolidated financial statements and management's discussion and analysis for its most recently completed financial year, being the year ended June 30, 2008.


EX-99.2 3 exhibit99-2.htm FINANCIAL STATEMENTS Filed by sedaredgar.com - Alexco Resource Corp. - Exhibit 99.2

 


ALEXCO RESOURCE CORP.


CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2008 AND 2007


MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of Alexco Resource Corp. is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, the President and Chief Executive Officer and the Chief Financial Officer and effected by the Board of Directors, management and other personnel 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. It includes those policies and procedures that:

(i)

pertain to the maintenance of records that accurately and fairly reflect, in reasonable detail, the transactions related to and dispositions of Alexco’s assets;

   
(ii)

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that Alexco receipts and expenditures are made only in accordance with authorizations of management and Alexco’s directors; and

   
(iii)

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Alexco assets that could have a material effect on Alexco’s financial statements.

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

Management assessed the effectiveness of Alexco’s internal control over financial reporting as at June 30, 2008, based on the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management has concluded that Alexco’s internal control over financial reporting was effective as at June 30, 2008.

The effectiveness of Alexco’s internal control over financial reporting as at June 30, 2008 has been audited by PricewaterhouseCoopers LLP, our independent auditor, as stated in their report which appears on the following page.

“Clynton R. Nauman”   “David E. Whittle”
 (signed)    (signed)
     
Clynton R. Nauman   David E. Whittle
President and Chief Executive Officer   Chief Financial Officer
     
September 26, 2008    


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To the Shareholders of Alexco Resource Corp.

We have completed an integrated audit of Alexco Resource Corp.’s 2008 consolidated financial statements and of its internal control over financial reporting as at June 30, 2008 and an audit of its 2007 consolidated financial statements. Our opinions, based on our audits, are presented below.

Consolidated financial statements

We have audited the accompanying consolidated balance sheets of Alexco Resource Corp as at June 30, 2008 and June 30, 2007, and the related consolidated statements of operations, comprehensive loss and deficit and the consolidated statement of cash flows for each of the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audit of the Company’s financial statements as at June 30, 2008 and for the year then ended in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). We conducted our audit of the Company’s financial statements as at June 30, 2007 and for the year then ended in accordance with Canadian generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit of financial statements includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. A financial statement audit also includes assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as at June 30, 2008 and June 30, 2007 and the results of its operations and its cash flows for each of the years then ended in accordance with Canadian generally accepted accounting principles.

Internal control over financial reporting

We have also audited Alexco Resource Corp’s internal control over financial reporting as at June 30, 2008, 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

“PricewaterhouseCoopers” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership, or, as the context requires, the PricewaterhouseCoopers global network or other member firms of the network, each of which is a separate and independent legal entity.


head2

accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.

We conducted our audit of internal control over financial reporting 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. An audit of internal control over financial reporting includes obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we consider 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 (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) 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; and (iii) 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 its 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 at June 30, 2008 based on criteria established in Internal Control — Integrated Framework issued by the COSO.

(Signed) PricewaterhouseCoopers LLP

Chartered Accountants
September 26, 2008

(2)

 



ALEXCO RESOURCE CORP.
CONSOLIDATED BALANCE SHEETS
AS AT JUNE 30
(expressed in thousands of dollars)

    2008     2007  
ASSETS            
             
Current Assets            
       Cash and cash equivalents $  13,005   $  21,631  
       Restricted cash and deposits   -     302  
       Accounts and other receivable   1,956     1,705  
       Income taxes receivable   32     -  
       Prepaid expenses and other current assets   478     293  
    15,471     23,931  
             
Restricted Cash and Deposits (see notes 7 and 8)   1,260     12,002  
             
Property, Plant and Equipment (see note 4)   4,109     1,274  
             
Mineral Properties and Deferred Exploration Costs (see note 5)   41,849     28,166  
             
Intangible Assets (see note 6)   2,862     3,510  
             
Goodwill (see note 2(g))   917     917  
             
  $  66,468   $  69,800  
             
LIABILITIES AND SHAREHOLDERS’ EQUITY            
             
Current Liabilities            
       Accounts payable and accrued liabilities $  3,179   $  2,632  
       Income taxes payable   -     168  
    3,179     2,800  
Other Reclamation Liability (see note 7)   -     9,284  
             
Asset Retirement Obligation (see note 8)   814     983  
             
Future Income Tax Liabilities (see note 12)   4,721     2,755  
             
    8,714     15,822  
             
Shareholders’ Equity (see note 9)   57,754     53,978  
             
  $  66,468   $  69,800  

COMMITMENTS (see notes 5(a) and 14)
SUBSEQUENT EVENT (see note 5(b))

APPROVED ON BEHALF OF
THE BOARD OF DIRECTORS

“Michael Winn”   “David Searle”
 (signed)    (signed)
Director   Director

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



ALEXCO RESOURCE CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS, COMPREHENSIVE LOSS AND DEFICIT
FOR THE YEARS ENDED JUNE 30
(expressed in thousands of dollars, except
per share and share amounts)

    2008     2007  
             
             
Consulting Revenue $  5,736   $  4,053  
             
Consulting Costs   4,673     2,923  
             
Gross Profit   1,063     1,130  
             
Expenses            
       Accretion of asset retirement obligation   37     48  
       Amortization of property, plant and equipment   376     224  
       Amortization of intangible assets   648     373  
       Business development and investor relations   693     443  
       Foreign exchange loss (gain)   2     (9 )
       Gain from re-estimation of asset retirement obligation   -     (88 )
       Office and miscellaneous   946     846  
       Professional fees   858     692  
       Regulatory fees   174     87  
       Salaries and contractors and stock-based compensation (see note 11)   3,036     3,857  
       Travel   160     377  
       Write-down of property, plant and equipment   68     39  
             
    6,998     6,889  
             
Loss Before Other Income   (5,935 )   (5,759 )
             
Other Income            
       Interest income   986     1,275  
             
Loss Before Provision for Taxes   (4,949 )   (4,484 )
             
Recovery of (Provision for) Taxes (see note 12)            
       Current   187     (212 )
       Future   794     2,208  
             
Net Loss and Comprehensive Loss $  (3,968 ) $  (2,488 )
             
             
             
Deficit – Beginning of Year $  (5,885 ) $  (3,397 )
             
Net Loss   (3,968 )   (2,488 )
             
Deficit – End of Year $  (9,853 ) $  (5,885 )
             
             
             
Loss Per Share – Basic and Diluted (see note 13) $ (0.11 ) $ (0.08 )
Weighted Average Number of Shares Outstanding (in thousands of shares)   35,086     31,193  

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



ALEXCO RESOURCE CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30
(expressed in thousands of dollars)

    2008     2007  
             
             
Cash Flows from Operating Activities            
       Net loss $  (3,968 ) $  (2,488 )
       Items not affecting cash from operations –            
               Accretion of asset retirement obligation   37     48  
               Amortization of property, plant and equipment   376     224  
               Amortization of intangible assets   648     373  
               Gain from re-estimation of asset retirement obligation   -     (88 )
               Stock-based compensation   748     2,213  
               Write-down of property, plant and equipment   68     39  
               Recovery of future income taxes   (794 )   (2,208 )
             
    (2,887 )   (1,887 )
             
       Expenditures on asset retirement obligation   (206 )   (186 )
       Changes in non-cash working capital balances related to operations –            
               Accounts and other receivable   (250 )   (535 )
               Prepaid expenses and other current assets   (185 )   (204 )
               Accounts payable and accrued liabilities   (384 )   (320 )
               Income taxes payable and receivable   (200 )   103  
             
    (4,112 )   (3,029 )
             
Cash Flows from Investing Activities            
       Investment in mineral properties and deferred exploration costs   (11,027 )   (10,231 )
       Purchase of property, plant and equipment   (3,299 )   (1,163 )
       Decrease (increase) in restricted cash and deposits   1,044     (43 )
       Acquisition of patents   -     (488 )
             
    (13,282 )   (11,925 )
             
Cash Flows from Financing Activities            
       Common shares and units issued under private placement   9,075     24,810  
       Issuance costs   (611 )   (1,303 )
       Common shares issued on exercise of stock options   8     327  
       Common shares issued on exercise of warrants   296     990  
             
    8,768     24,824  
             
Net Cash Flows   (8,626 )   9,870  
             
Cash and Cash Equivalents – Beginning of Year   21,631     11,761  
             
Cash and Cash Equivalents – End of Year $  13,005   $  21,631  

SUPPLEMENTAL INFORMATION (see note 16)

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



ALEXCO RESOURCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2008 AND 2007
(figures in tables are expressed in thousands of dollars)

1.

Nature of Operations

     

Alexco Resource Corp. (“Alexco” or the “Corporation”) was incorporated under the Business Corporations Act (Yukon) on December 3, 2004 and commenced operations on March 15, 2005. Effective December 28, 2007, it was continued under the Business Corporations Act (British Columbia). Alexco conducts mineral exploration in Canada, primarily in Yukon Territory. Alexco also provides consulting and project management services in respect of environmental permitting and compliance and site remediation and reclamation, both in Canada and the United States.

     

The Corporation is in the process of exploring its mineral properties and has not yet determined whether they contain mineral deposits that are economically recoverable. Furthermore, the acquisition of title to mineral properties is a complicated and uncertain process, and while the Corporation has taken steps in accordance with normal industry standards to verify its title to the mineral properties in which it has an interest, there can be no assurance that such title will ultimately be secured. The carrying amounts of mineral properties and deferred exploration costs are based on costs incurred to date, and do not necessarily represent present or future values.

     
2.

Significant Accounting Policies

     
(a)

Basis of Consolidation and Financial Statement Presentation

     

The consolidated accounts have been prepared using accounting principles generally accepted in Canada (“Canadian GAAP”) and include the accounts of the Corporation and its wholly owned subsidiaries, Alexco Resource Canada Corp. (formerly 650399 B.C. Ltd.), Elsa Reclamation & Development Company Ltd. (“ERDC”), Access Mining Consultants Ltd. (“Access”) and Alexco Resource U.S. Corp. All significant inter-company transactions and balances are eliminated on consolidation. Significant differences from accounting principles generally accepted in the United States (“US GAAP”) are described in note 19.

     

All amounts are reported and measured in Canadian dollars. Certain of the comparative figures have been reclassified to conform with the current period's presentation format.

     
(b)

Use of Estimates

     

The preparation of financial statements in conformity with Canadian GAAP requires management to make estimates and assumptions that affect the reported amounts and the valuation of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenditures during the period reported. Significant areas requiring the use of management’s judgment include evaluating the carrying value and recoverability of property, plant and equipment, mineral properties, intangible assets and goodwill; determining amortization rates; estimating asset retirement obligations including future environmental obligations and site reclamation costs; estimating future income taxes; determining the value of stock-based compensation and securities issued for non-cash consideration; and allocating proceeds received from issuance of units to the component securities. The use of such judgment includes, but is not limited to, the estimations of mineral resources, future mineral prices and project capital, operating and reclamation costs. Actual results could differ materially, and such estimates may be subject to change in the future.

     
(c)

Cash and Cash Equivalents

     

Cash and cash equivalents are unrestricted as to use and consist of cash on hand, demand deposits and short term interest-bearing investments with maturities of 90 days or less from the original date of acquisition and which can readily be liquidated to known amounts of cash.




ALEXCO RESOURCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2008 AND 2007
(figures in tables are expressed in thousands of dollars)

  (d)

Property, Plant and Equipment

     
 

Property, plant and equipment are recorded at cost, including any directly attributable financing or interest costs, and amortization begins when the asset is substantially put into service. Amortization of property, plant and equipment is calculated using the following methods:


Heavy machinery and equipment 5 years straight-line
Furniture and office equipment 5 years straight-line
Computer hardware 3 years straight-line
Computer software 2 years straight-line
Leasehold improvements straight-line over the term of lease
Roads 5 years straight-line
Camp and other site infrastructure 10 years straight-line

 

Management reviews and evaluates the carrying amount of property, plant and equipment for impairment when events or changes in circumstances indicate that such amount may not be recoverable. If the total estimated future cash flows on an undiscounted basis are less than the carrying amount of the asset, an impairment loss is recognized and the asset written down to fair value which is normally determined based on the discounted value of estimated future cash flows.

     
  (e)

Mineral Properties and Deferred Exploration Costs

     
 

Mineral property interests are recorded at cost, including any directly attributable financing or interest costs, and expenditures on exploration or mine development activities undertaken on mineral properties the Corporation has acquired, or has the right to acquire, are deferred, net of any directly attributable expenditure recoveries recognized such as exploration or investment tax credits. Mineral property acquisition costs include costs of both initially acquiring and subsequently maintaining title to mineral property interests, while deferred exploration costs include exploration and other activities and expenditures directed at identifying the resource potential of the mineral property interests and otherwise developing and assessing the feasibility of bringing them into production. Grassroots exploration expenditures, incurred prior to the Corporation acquiring or obtaining the right to acquire a mineral property, are expensed. The carrying amount of each mineral property, including deferred exploration costs, will be amortized against future production following commencement of commercial production, or written off if the property is allowed to lapse or is abandoned.

     
 

Management reviews and evaluates the carrying amount of each mineral property, including deferred exploration costs, for impairment when events or changes in circumstances indicate that such amount may not be recoverable. If the total estimated future cash flows on an undiscounted basis are less than the carrying amount of the mineral property, an impairment loss is recognized and the property written down to fair value which is normally determined based on the discounted value of estimated future cash flows.

     
  (f)

Intangible Assets

     
 

Intangible assets consist of customer relationships, backlog, rights to provide services and database assets acquired through business combinations, as well as acquired patents having definite lives, and are recorded at cost. All of the Corporation’s intangible assets have definite lives, and are amortized over their expected useful lives using the following methods:


Customer relationships 5 years straight-line
Backlog 1 year straight-line
Rights to provide services and database 4 years straight-line
Patents straight-line over remaining life



ALEXCO RESOURCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2008 AND 2007
(figures in tables are expressed in thousands of dollars)

 

Management reviews and evaluates the carrying amount of definite life intangible assets for impairment when events or changes in circumstances indicate that such amount may not be recoverable. If the total estimated future cash flows on an undiscounted basis are less than the carrying amount of the asset, an impairment loss is recognized and the asset written down to fair value which is normally determined based on the discounted value of estimated future cash flows.

     
  (g)

Goodwill

     
 

Goodwill arose on the acquisition of Access in 2006, representing a combination of the value of the assembled workforce and the potential benefits of management expertise and experience to the Corporation’s mineral exploration activities in the Yukon’s Keno Hill district, and was assigned to the Corporation’s mineral properties segment.

     
 

Goodwill is not amortized. Management evaluates the carrying amount of goodwill for impairment on at least an annual basis, and more frequently if events or circumstances occur which indicate impairment is more likely than not to have arisen. To accomplish this, management compares the estimated fair value of each reporting unit to which goodwill has been allocated to the carrying amount of the unit. If the carrying amount of a reporting unit exceeds its fair value, management would compare the implied fair value of the goodwill to its carrying amount and any excess of the carrying amount over the fair value would be charged to operations.

     
  (h)

Asset Retirement Obligation

     
 

Future obligations to retire an asset, including dismantling, remediation and ongoing treatment and monitoring of the site, are recognized and recorded as a liability at fair value at the time the asset is acquired or the event occurs giving rise to such an obligation, with fair value measured by discounting the estimated cash flows required to fulfill such obligations using an appropriate interest rate. The liability is accreted over time through periodic charges to earnings. The corresponding asset retirement cost is capitalized into the asset’s carrying value and is amortized over the asset’s useful life in accordance with the Corporation’s capital asset amortization policies. Estimates of the timing and amount of undiscounted cash flows required to fulfill asset retirement obligations are updated periodically to reflect significant changes in facts and circumstances, and the obligation is remeasured to incorporate any resulting change in its fair value. The capitalized asset retirement cost is correspondingly increased or decreased by the amount of remeasurement, and if reduced to nil then any further reduction is taken into income as a re-estimation gain.

     
  (i)

Revenue Recognition

     
 

Revenue from all consulting services is recognized under the proportional performance method based on an output appropriate to the particular service contract, such as provision of billable hours or performance of agreed service deliverables. Where the Corporation commits to provide service deliverables under a fixed price contract, estimated costs remaining to complete the contract are regularly reviewed and full provision is made immediately for any anticipated loss. Recognition of all revenue is subject to the provision that ultimate collection be reasonably assured at the time of recognition.

     
  (j)

Stock-Based Compensation

     
 

The Corporation accounts for stock-based compensation at fair value. Compensation expense for options granted is determined based on the estimated fair value of the options at the time of grant using the Black-Scholes option pricing model. The cost is recognized over the vesting period of the respective options using the graded vesting attribution method and is capitalized to mineral properties and deferred exploration costs for grants to individuals working directly on mineral projects. The effects of actual forfeitures of unvested options are recognized as they occur. Consideration paid on exercise of options is credited to share capital.




ALEXCO RESOURCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2008 AND 2007
(figures in tables are expressed in thousands of dollars)

  (k)

Income taxes

     
 

The Corporation follows the asset and liability method of tax allocation accounting. Under this method, current income taxes are recognized for the estimated income taxes payable for the current year. Future tax assets and liabilities are recognized for the future tax consequences attributable to temporary 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 enacted or substantively enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on future tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantial enactment. The amount of future income tax assets recognized is limited to the amount that is estimated as more likely than not to be realized.

     
  (l)

Translation of Foreign Currencies

     
 

The Corporation’s functional currency is the Canadian dollar. Transactions in foreign currencies are translated into Canadian dollars at either actual or estimated exchange rates in effect on the transaction date. Monetary assets and liabilities expressed in foreign currencies are translated into Canadian dollars at the exchange rates in effect at the balance sheet date. The resulting exchange gains and losses are recognized in income. Foreign operations are integrated with the parent company and, consequently, the financial statements of foreign subsidiaries are translated into the Corporation’s primary functional currency using the temporal method.

     
  (m)

Earnings or Loss Per Share

     
 

Earnings or loss per common share is calculated based on the weighted average number of common shares outstanding during the year. The Corporation follows the treasury stock method in the calculation of diluted earnings per share. Under the treasury stock method, the weighted average number of common shares outstanding used for the calculation of diluted earnings per share assumes that the proceeds to be received on the exercise of dilutive stock options and warrants are used to repurchase common shares at the weighted average market price during the period.

     
  (n)

Financial Instruments

     
 

Financial assets, financial liabilities and non-financial derivative contracts are initially recognized at fair value on the balance sheet when the Corporation becomes a party to their contractual provisions. Measurement in subsequent periods depends on the financial instrument’s classification. The Corporation’s cash and cash equivalents are classified as held for trading and thus are recorded at fair value on the balance sheet, with changes in the fair value of these instruments reflected in net earnings. Investments, including term deposits not included in cash equivalents, with fixed or determinable payments and fixed maturity and which the Corporation has the intention and ability to hold to maturity are classified as held to maturity and thus are recorded at amortized cost using the effective interest method. All other financial assets except receivables are classified as available for sale and thus are recorded at fair value on the balance sheet, with changes in the fair value of these instruments reflected in other comprehensive income. Receivables and all financial liabilities are recorded at amortized cost. Transaction costs incurred to acquire financial instruments other than those classified as held for trading are added to the initial carrying amount. Regular-way purchases and sales of financial assets are accounted for on the trade date.




ALEXCO RESOURCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2008 AND 2007
(figures in tables are expressed in thousands of dollars)

3.

Accounting Policy Changes

       
(a)

Recently-Adopted Accounting Policy Changes

       

As required under Canadian GAAP, the following new and revised accounting standards have been adopted by the Corporation for its financial statements relating to its fiscal year commencing July 1, 2007:

       
(i)

Accounting Changes

       

Under revised Section 1506, “Accounting Changes”, of the Canadian Institute of Chartered Accountants (“CICA”) Accounting Handbook, an accounting policy can be changed only if the change is required by a primary source of Canadian GAAP, or voluntarily if it results in the financial statements providing information that is both reliable and more relevant. Changes in accounting policies are accounted for in accordance with the specified transitional provisions where required by a primary source of Canadian GAAP, and through retrospective application if there are no transitional provisions or the change is voluntary. Disclosure is required to be made of the nature of changes in accounting policies, the adjustments made to the current and prior periods, and when voluntary the reasons for making the change. Changes in accounting estimates are to be recognized prospectively, and disclosure is required to be made of the nature and amount of such changes. Material prior period errors are to be corrected retrospectively in the first set of financial statements completed after their discovery, and disclosure is required to be made of the nature and amount of such corrected errors. The Corporation has made no voluntary changes in its accounting policies since the adoption of this revised standard.

       
(ii)

Financial Instruments

       

New CICA Accounting Handbook Section 3855, “Financial Instruments – Recognition and Measurement”, prescribes when a financial asset, financial liability or non-financial derivative is to be recognized on the balance sheet, and whether fair value or cost-based measures are used to measure the recorded amounts. It also specifies how financial instrument gains and losses are to be presented. New CICA Accounting Handbook Section 3861, “Financial Instruments – Disclosure and Presentation”, specifies the disclosure and presentation standards applicable to financial instruments. The specific policy determinations made by the Corporation upon adoption of these standards are summarized in note 2(n). The adoption of these standards have not required any adjustment to the Corporation’s financial statements as the carrying amounts of all financial instruments as at the beginning of the 2008 fiscal year approximated their fair values and accordingly were not remeasured.

       
(iii)

Hedges

       

New CICA Accounting Handbook Section 3865, “Hedges”, is applicable when an entity chooses to designate a hedging relationship for accounting purposes. It specifies how hedge accounting is applied and what disclosures are necessary when it is applied. The adoption of this standard has had no present impact as the Corporation has not employed hedge accounting in either the 2007 or 2008 fiscal periods.

       
(iv)

Comprehensive Income

       

New CICA Accounting Handbook Section 1530, “Comprehensive Income”, requires the presentation of a statement of comprehensive income and its components. Comprehensive income is the change in net assets during a period from transactions and other events and circumstances from non-owner sources, and includes both net earnings and other comprehensive income. Other comprehensive income comprises all revenues,




ALEXCO RESOURCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2008 AND 2007
(figures in tables are expressed in thousands of dollars)

expenses, gains and losses that are included in comprehensive income but are not recognized in net earnings, such as those resulting from changes in the fair value of financial assets classified as available for sale.

  (b)

Future Accounting Policy Changes

         
 

The Corporation will be required to adopt the following new accounting standards under Canadian GAAP for interim and annual financial statements relating to its fiscal year commencing July 1, 2008:

         
  (i)

Capital Disclosures

         
 

New CICA Accounting Handbook Section 1535, “Capital Disclosures”, establishes standards for disclosing information about an entity’s capital and how it is managed and requires the following disclosures:

         
  (A)

qualitative information about the entity’s objectives, policies and processes for managing capital;

  (B)

summary quantitative data about what it manages as capital;

  (C)

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

  (D)

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

         
 

The Corporation is still assessing the impact of the adoption of this standard.

         
  (ii)

Financial Instruments

         
 

New CICA Accounting Handbook Sections 3862, “Financial Instruments – Disclosures”, and 3863, “Financial Instruments – Presentation”, replace existing Handbook Section 3861, “Financial Instruments – Disclosure and Presentation”, revising and enhancing its disclosure requirements and carrying forward unchanged its presentation requirements. The revised and enhanced disclosure requirements are intended to enable users to evaluate the significance of financial instruments to the entity's financial position and performance, and 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 how the entity manages those risks. The Corporation is still assessing the impact of the adoption of this standard.

         
  (iii)

Inventories

         
 

New CICA Accounting Handbook Section 3031, “Inventories”, prescribes the accounting treatment for inventories and provides guidance on the determination of costs and its subsequent recognition as an expense, including any write-down to net realizable value. It also provides guidance on the cost formulas that are used to assign costs to inventories. The adoption of this standard is not expected to have a material impact on the Corporation’s financial statements as it has held no significant inventories in the past and does not anticipate holding any in the period of initial application.

For interim and annual financial statements relating to its fiscal year commencing July 1, 2009, the Corporation will be required to adopt new CICA Accounting Handbook Section 3064, “Goodwill and Intangible Assets”, replacing existing Handbook Section 3062 “Goodwill and Other Intangible Assets”. Section 3064 establishes revised standards for the recognition, measurement, presentation and disclosure of goodwill and intangible assets. The Corporation has not yet



ALEXCO RESOURCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2008 AND 2007
(figures in tables are expressed in thousands of dollars)

determined the effect if any that the adoption of this new standard will have on its financial statements.

4.

Property, Plant and Equipment


            Accumulated     2008  
      Cost     Amortization     Net  
                     
  Camp, roads and other site infrastructure $  2,632   $  284   $  2,348  
  Heavy machinery and equipment   1,619     428     1,191  
  Leasehold improvements   436     99     337  
  Furniture and office equipment   162     38     124  
  Computer hardware and software   299     190     109  
                     
    $  5,148   $  1,039   $  4,109  

            Accumulated     2007  
      Cost     Amortization     Net  
                     
  Heavy machinery and equipment $  1,057   $  127   $  930  
  Leasehold improvements   258     66     192  
  Furniture and office equipment   109     14     95  
  Computer hardware and software   101     44     57  
                     
    $  1,525   $  251   $  1,274  

During the year ended June 30, 2008, the Corporation recorded total amortization of property, plant and equipment of $809,000 (2007 – $224,000), of which $433,000 (2007 – $nil) was related to property, plant and equipment used in exploration activities and has been capitalized to deferred exploration costs. The balance of $376,000 (2007 – $224,000) has been charged to income.



ALEXCO RESOURCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2008 AND 2007
(figures in tables are expressed in thousands of dollars)

5.

Mineral Properties and Deferred Exploration Costs


                        Expenditures        
            Expenditures           (Recoveries)        
      June 30     Incurred     June 30     Incurred     June 30  
      2006     In the Year     2007     In the Year     2008  
                                 
  Acquisition Costs                              
     Keno Hill District $  8,644   $  1,671   $  10,315   $  808   $  11,123  
     McQuesten   1,111     20     1,131     672     1,803  
     Brewery Creek   1,889     -     1,889     -     1,889  
     Other   98     -     98     -     98  
                                 
      11,742     1,691     13,433     1,480     14,913  
                                 
  Deferred Exploration Costs                              
     Keno Hill District   3,389     10,433     13,822     12,402     26,224  
     McQuesten   74     13     87     (3 )   84  
     Brewery Creek   684     47     731     (192 )   539  
     Other   15     78     93     (4 )   89  
                                 
      4,162     10,571     14,733     12,203     26,936  
                                 
  Total $  15,904   $  12,262   $  28,166   $  13,683   $  41,849  

  (a)

Keno Hill District

     
 

On February 10, 2006, the Corporation announced that it had assigned to its wholly owned subsidiary, ERDC, its interest in an agreement (“the Purchase Agreement”) with the interim receiver of United Keno Hill Mines Limited and UKH Minerals Limited (collectively, “UKHM”) to purchase the assets of UKHM comprised of mineral property interests and property, plant and equipment located in Yukon Territory’s Keno Hill district.

     
 

Under the Purchase Agreement, an “Initial Closing” was effected April 18, 2006, and ownership and title to the UKHM assets passed to ERDC on “Final Closing” which was set to occur 10 business days following receipt by ERDC of a water license for the purpose of conducting environmental care and maintenance activities in the district. Following issuance of the water license, Final Closing was completed in December, 2007.

     
 

As a condition of the Purchase Agreement, a separate agreement was entered into between Alexco, ERDC, the Government of Canada and the Government of Yukon (the “Sub-Agreement”), under which the Government of Canada has indemnified ERDC and Alexco from and against all liabilities arising directly or indirectly from the pre-existing condition of the UKHM properties. The Sub-Agreement also provided ERDC access to the UKHM properties to conduct exploration activities during the period between Initial and Final Closing. Pursuant to the Sub-Agreement, at Initial Close ERDC deposited $10,000,000 into a trust account, which upon Final Closing and for the benefit of the Government of Canada vested to the purpose of forming an environmental trust whose capital is designated for contribution towards the cost of ultimate closure reclamation of the UKHM properties. The payment of the $10,000,000 formed part of the consideration paid by ERDC to acquire the UKHM assets and has been accounted for as part of mineral property acquisition costs. On Initial Closing, the Corporation recognized acquisition costs of $8,085,000, offset by recognition of an amount for other reclamation liability (see note 7), and representing the $10,000,000 due at the estimated time of Final Closing discounted at 8%. Accretion of this liability was subsequently capitalized to mineral properties such that on Final Closing the full $10,000,000 was reflected in acquisition costs. Under the Sub-Agreement, ERDC may bring any mine into production on the UKHM properties by designating a production unit from the mineral property




ALEXCO RESOURCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2008 AND 2007
(figures in tables are expressed in thousands of dollars)

 

interests relevant to that purpose and then assuming responsibility for all costs of the production unit’s water related care and maintenance and water related components of closure reclamation.

     
 

In addition, the Sub-Agreement details the basis under which ERDC is retained through the Government of Yukon as a paid contractor responsible for the environmental care and maintenance and ultimate closure reclamation of the UKHM properties, both prior to Final Closing and continuing thereafter. It provides that ERDC is responsible for the development of the ultimate closure reclamation plan for fees of 65% of agreed scheduled rates, and this plan development is currently ongoing. Upon acceptance and regulatory approval, the closure reclamation plan will be implemented by ERDC at full negotiated contractor rates. During the period required to develop the plan, ERDC is responsible for carrying out the environmental care and maintenance of the UKHM properties for a fixed annual fee adjusted each year for certain operating and inflationary factors. ERDC recognized 100% of the fee amount so determined during each contract year up to and including the year when Final Closing occurred. Pursuant to the Sub-Agreement, the portion of the annual fee amount so determined which is billable by ERDC will reduce by 15% each year until all site specific care and maintenance activities have been replaced by final reclamation activities; provided however that should a closure reclamation plan be prepared but not accepted and approved, the portion of annual fees billable by ERDC will revert to 85% until the Sub-Agreement is either amended or terminated. ERDC receives full contractor rates when retained by government to provide consulting services in the Keno Hill district outside the scope of the Sub-Agreement.

     
 

Also under the Sub-Agreement, ERDC is required to pay into a separate reclamation trust a 1.5% net smelter return royalty, to an aggregate maximum of $4 million for all production units, from any future production from the UKHM properties, commencing once earnings from mining before interest, taxes and depreciation exceed actual exploration costs, to a maximum of $6.2 million, plus actual development and construction capital. A portion of any future proceeds from sales of the acquired UKHM assets must also be paid into the separate reclamation trust.

     
 

The Sub-Agreement included a number of termination provisions which ceased to be applicable upon Final Closing, included provisions obliging ERDC to deposit $1.8 million into a separate reclamation trust if either ERDC in its discretion elected to terminate the Sub-Agreement or if ERDC, after using all commercially reasonable efforts, was unable to obtain a water license by the fourth anniversary of Initial Closing. With the occurrence of Final Closing, the Sub-Agreement can be terminated at ERDC’s election should a closure reclamation plan be prepared but not accepted and approved, and at the Governments’ election should ERDC be declared in default under the Sub-Agreement. From the occurrence of Final Closing to the earlier of the date a mine is brought into commercial production on the UKHM properties and the date the active component of closure reclamation is completed, if ERDC should be declared in default, the Corporation will be required to deposit the sum of $6 million into the separate reclamation trust as a default fee.

     
 

During the year ended June 30, 2007, the Corporation acquired from a third party certain additional property interests in the Keno Hill district for consideration of $125,000 cash, the issuance of 56,657 common shares valued at $300,000 and the granting of a 1% net smelter return royalty in respect of the interests.

     
 

The Corporation’s holdings in the Keno Hill district are comprised of a number of properties, with the Bellekeno property being the most significant currently.

     
  (b)

McQuesten

     
 

The McQuesten property is located in Yukon Territory adjacent to the Keno Hill district properties, and is 70% owned by the Corporation. In September 2007, the Corporation entered into an option agreement to acquire from a third party the remaining 30% interest and issued 140,000 common shares in consideration for the granting of the option, valued at $651,000. The Corporation can exercise the option by providing notice no later than September 20, 2008 of its intention to exercise and subsequently issuing 210,000 common shares plus granting a net smelter return royalty to the




ALEXCO RESOURCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2008 AND 2007
(figures in tables are expressed in thousands of dollars)

 

optionor ranging from 0.5% to 2%, varying amongst the claims comprising the property. The property is subject to a second net smelter return royalty of 2% which is subject to an annual advance royalty payment of $20,000 per year.

     
 

On September 20, 2008, the Corporation provided notice of its intention to exercise the option.

     
  (c)

Brewery Creek

     
 

The Corporation’s 100% owned Brewery Creek property is located in Yukon Territory. The Corporation had previously entered into a letter agreement with NovaGold Resources Inc. (“NovaGold”, see note 18(a)) granting NovaGold a back-in right to acquire a 70% interest in the sulphide project and a 30% interest in the oxide project which comprise the Brewery Creek property.

     
 

During the year ended June 30, 2008, the Corporation provided NovaGold with a report on the results of its exploration expenditures in respect of the Brewery Creek property, thereby triggering NovaGold’s 60 day back-in right to acquire an interest in the property by paying $500,000 to the Corporation over a four year period and incurring $1,750,000 in respect of the property over a five year period. The 60 day back-in right expired with NovaGold not electing to exercise.

     
 

The Brewery Creek property is subject to two underlying royalty agreements with third parties. The first is a “sliding scale” royalty on the first 300,000 ounces of production from the Brewery Creek property, payable on quarterly gold production on the basis of a sliding scale ranging from USD$10 per ounce if the average gold price for the quarter is less than USD$350 per ounce up to USD$40 per ounce if the average gold price for the quarter is greater than USD$450 per ounce. As of the cessation of gold production at Brewery Creek prior to its acquisition by the Corporation, royalties under this agreement had already been paid on 278,484 ounces of gold production. The second royalty is a 5% net profits royalty (after recapture of pre-production expenditures) on profits from gold production at Brewery Creek.


6.

Intangible Assets


            Accumulated     2008  
      Cost     Amortization     Net  
                     
  Reclamation project - rights to provide services                  
     and database $  442   $  133   $  309  
  Backlog   41     41     -  
  Customer relationships   332     85     247  
  Patents   3,393     1,087     2,306  
                     
    $  4,208   $  1,346   $  2,862  

            Accumulated     2007  
      Cost     Amortization     Net  
                     
  Reclamation project - rights to provide services                  
     and database $  442   $  23   $  419  
  Backlog   41     10     31  
  Customer relationships   332     17     315  
  Patents   3,393     648     2,745  
                     
    $  4,208   $  698   $  3,510  



ALEXCO RESOURCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2008 AND 2007
(figures in tables are expressed in thousands of dollars)

On February 16, 2007, the Corporation completed the acquisition from a third party of certain patent rights relating to mine reclamation and closure procedures. The aggregate consideration paid by the Corporation for the patent rights totaled $2,133,000, comprised of $443,000 in cash, 264,895 common shares issued from treasury and valued at $1,645,000, and acquisition related transaction costs totaling $45,000.

   
7.

Other Reclamation Liability


      2008     2007  
  Other reclamation liability – beginning of year $  9,284   $  8,234  
  Accretion   716     1,050  
  Settlement through security transfer on Final Closing   (10,000 )   -  
  Other reclamation liability – end of year $  -   $  9,284  

As described in note 5(a), on Initial Close in 2006 ERDC deposited $10,000,000 into a trust account, with the intent that upon Final Closing and for the benefit of the Government of Canada they would vest to the purpose of forming an environmental trust whose capital was designated for contribution towards the cost of ultimate closure reclamation of the UKHM properties. The Corporation recorded at that time an amount of $8,085,000 as other reclamation liability, representing the $10,000,000 due at the estimated time of Final Closing discounted at 8%. Accretion of this liability was subsequently capitalized to mineral property acquisition costs, and interest earned on the deposited funds was included in interest income. The deposited funds were included in restricted cash and deposits under long term assets along with accumulated interest income thereon.

   

The other reclamation liability was settled in full on Final Closing through the vesting of the deposited funds to the purpose described above, with the balance recorded under restricted cash and deposits reduced accordingly, and the excess accumulated interest on the deposited funds was released to the Corporation.

   
8.

Asset Retirement Obligation


      2008     2007  
  Asset retirement obligation – beginning of year $  983   $  1,209  
  Expenditures on asset retirement obligations   (206 )   (186 )
  Change from re-estimation of required cash flows to settle   -     (88 )
  Accretion expense   37     48  
  Asset retirement obligation – end of year $  814   $  983  

The Corporation’s asset retirement obligation (“ARO”) consists of costs associated with reclamation and closure activities at the Brewery Creek property. These activities include costs for water treatment, land rehabilitation, ongoing care and maintenance and other costs.



ALEXCO RESOURCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2008 AND 2007
(figures in tables are expressed in thousands of dollars)

The Corporation has provided reclamation security totaling $1,100,000 (2007 – $1,774,000) to the Government of Yukon in the form of a term deposit held under a safekeeping agreement, which funds are included in the Corporation’s restricted cash and deposits.

   

The total undiscounted amount of the estimated cash flows required to settle the asset retirement obligation is estimated to be $905,000 (2007 – $1,008,000), which expenditures are expected to be incurred within the next 10 years. In historically determining the carrying value of the asset retirement obligation, the Corporation has assumed a credit-adjusted risk-free discount rate of 4% per annum.

   
9.

Shareholders’ Equity

   

Authorized share capital:

             - Unlimited number of common shares, without par value

   

Components of shareholders’ equity:


      2008     2007  
               
  Share capital $  59,117   $  52,201  
  Warrants (see note 10)   2,878     3,095  
  Stock options (see note 11)   5,120     4,567  
  Contributed surplus   492     -  
  Deficit   (9,853 )   (5,885 )
               
  Shareholders’ equity $  57,754   $  53,978  

As a consequence of the adoption of new articles upon its continuation under the Business Corporations Act (British Columbia) (see note 1), the Corporation’s authorized capital no longer includes preferred shares.

Changes in the components of shareholders’ equity during years ended June 30, 2008 and 2007 are summarized as follows:



ALEXCO RESOURCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2008 AND 2007
(figures in tables are expressed in thousands of dollars)

      Weighted     Number of        
      average     shares issued        
      exercise     or issuable on        
      price     exercise     Amount  
                     
  Share Capital                  
     Balance – June 30, 2006         28,189,192   $  31,684  
     Issued under private placement, net of                  
         issuance costs (see (a) below)         4,986,779     20,409  
     Issuance costs attributed to renunciation of                  
         exploration expenditures (see (c) below)         -     (3,740 )
     Issued on exercise of warrants         447,403     1,415  
     Issued on exercise of stock options         151,500     488  
     Issued on patent acquisition (see note 6)         264,895     1,645  
     Issued for acquisition of mineral property                  
         interest (see note 5(a))         56,657     300  
     Balance – June 30, 2007         34,096,426     52,201  
     Issued under private placement, net of                  
         issuance costs (see (b) below)         1,500,000     8,590  
     Issuance costs attributed to renunciation of                  
         exploration expenditures (see (c) below)         -     (2,723 )
     Issued on exercise of warrants         1,688     11  
     Issued on exercise of stock options         92,900     387  
     Issued for acquisition of mineral property                  
         interest (see note 5(b))         140,000     651  
     Balance – June 30, 2008         35,831,014   $  59,117  
                     
  Warrants (see note 10)                  
     Balance – June 30, 2006 $ 2.17     441,278   $  422  
     Issued under private placement, net of                  
         issuance costs (see (a) below) $ 5.75     1,884,689     2,816  
     Broker’s warrants issued (see (a) below) $ 5.00     229,663     282  
     Carrying amount of warrants exercised $ 2.21     (447,403 )   (425 )
     Balance – June 30, 2007 $ 5.67     2,108,227     3,095  
     Broker’s warrants issued (see (b) below) $ 5.35     85,800     57  
     Carrying amount of warrants exercised $ 5.00     (1,688 )   (2 )
     Carrying amount of warrants expired $ 5.00     (221,850 )   (272 )
     Balance – June 30, 2008 $ 5.73     1,970,489   $  2,878  
                     
  Stock Options (see note 11)                  
     Balance – June 30, 2006 $ 1.96     2,345,000   $  2,206  
     Stock options granted $ 5.20     1,137,500     -  
     Compensation expense recognized   -     -     2,522  
     Carrying amount of options exercised $ 2.16     (151,500 )   (161 )
     Balance – June 30, 2007 $ 3.06     3,331,000     4,567  
     Stock options granted $ 4.71     397,500     -  
     Compensation expense recognized   -     -     865  
     Carrying amount of options exercised $ 3.18     (92,900 )   (92 )
     Carrying amount of options forfeited or expired $ 5.23     (94,500 )   (220 )
     Balance – June 30, 2008 $ 3.19     3,541,100   $  5,120  
                     
  Contributed Surplus                  
     Balance – June 30, 2007 and 2006             $  -  
     Carrying amount of warrants expired               272  
     Carrying amount of options forfeited or expired               220  
     Balance – June 30, 2008             $  492  

  (a)

Effective December 21, 2006, the Corporation issued by way of private placement 3,749,379 units and 1,217,400 flow-through shares at a price of $4.75 per unit and $5.75 per flow-through share, for gross proceeds of $24,810,000. Each unit was comprised of one common share and one half




ALEXCO RESOURCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2008 AND 2007
(figures in tables are expressed in thousands of dollars)

 

of one transferable common share purchase warrant, each full warrant entitling the holder to acquire one additional common share at a price of $5.75 per share for a period of three years after the date of closing. A fair value of $3,000,000 was recognized for the warrants.

     
 

A total of 2,315,879 units and all of the flow-through shares were issued on a “bought deal” basis for gross proceeds of $18,000,000, and the agent was paid a commission of 6.5% of the gross proceeds and received broker’s warrants to acquire 229,663 non-flow-through shares at a price of $5.00 per share for a period of eighteen months after the date of closing. The remaining 1,433,500 units were issued on a non-brokered basis for gross proceeds of $6,809,000, and a further 20,000 units were issued as a fee for this part of the offering.

     
 

Net proceeds from the issuance of the units and flow-through shares were $23,225,000, after issuance costs comprised of the agent’s commission of $1,170,000, the fair value of the broker’s warrants of $282,000, the fair value of the non-brokered fee units of $95,000 and other issuance costs of approximately $481,000, less the future income tax benefit of such costs of $443,000.

     
  (b)

Effective December 11, 2007, the Corporation issued by way of private placement 1,430,000 flow- through shares on a brokered basis and 70,000 flow-through shares on a non-brokered basis at $6.05 per share, for aggregate gross proceeds of $9,075,000. The agent to the private placement was paid a commission of 6% of the gross proceeds from the brokered offering and received broker’s warrants to acquire 85,800 non-flow-through shares at any time until December 11, 2008 at a price of $5.35 per share. Net proceeds from the issuance were $8,590,000, after issuance costs comprised of the agents’ commission of $519,000, the fair value of the broker’s warrants granted of $57,000 and other issuance costs of $92,000, less the future income tax benefit of such costs of $183,000.

     
  (c)

During the year ended June 30, 2008, the Corporation renounced exploration expenditures deductible for Canadian income tax purposes of $9,075,000 in respect of flow-through shares issued during the 2007 calendar year (fiscal 2007 in respect of flow-through shares issued in calendar 2006 – $11,000,000). The Corporation recognized a resultant future income tax liability of $2,723,000 arising from these renunciations (fiscal 2007 – $3,740,000), and reduced share capital by the same amount to recognize an additional cost of the issuance of the shares.

     
  (d)

Under Canadian Securities requirements, National Policy 46-201 “Escrow for Initial Public Offerings”, securities held by principals are required to be held in escrow in accordance with the national escrow regime applicable to initial public distributions. Common shares and stock options issued to directors, officers and significant shareholders prior to the initial public offering on January 26, 2006 were required to be held in escrow prior to the Corporation being listed on the Toronto Stock Exchange, with release being scheduled by time and without conditions. As at June 30, 2007, a total of 2,098,694 common shares and 900,000 stock options remained subject to escrow, all of which had been released as of June 30, 2008.




ALEXCO RESOURCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2008 AND 2007
(figures in tables are expressed in thousands of dollars)

10.

Warrants

   

Warrants outstanding at June 30, 2008 are summarized as follows:


    Number        
    of shares        
    issuable     Exercise  
Expiry date   on exercise     price  
             
December 11, 2008   85,800   $ 5.35  
December 21, 2009   1,884,689   $ 5.75  
             
    1,970,489        

The fair value of warrants issued during the year ended June 30, 2008 was determined under the Black- Scholes option pricing model based on their full term and using a risk-free interest rate of 4.0%, an expected volatility of 51% and no expected dividends (2007 – risk free interest rate of 3.95% to 4.64% per annum, an expected volatility of 50% and no expected dividends).

   
11.

Stock-Based Compensation

   

The Corporation has a stock option plan that was approved by its shareholders on January 9, 2006. Under the plan and at the discretion of the board of directors, the Corporation may grant stock options to directors, officers, employees and consultants. The maximum term of options granted under this plan is seven years, and other provisions including vesting and exercise price are determined at the discretion of the directors at the time of granting, subject to the requirement that the exercise price not be less than the market price of the common shares at the granting date. As at June 30, 2008, a total of 3,391,100 options were outstanding under the plan (2007 – 3,331,000). The aggregate number of common shares issued or issuable on exercise of stock options granted under this plan cannot exceed 10% of the number of common shares issued and outstanding from time to time, and accordingly 192,001 remain available for future grantings as at June 30, 2008.

   

Included in the total of 397,500 stock options granted during the year ended June 30, 2008 are 150,000 stock options which were granted outside of the Corporation’s stock option plan and in accordance with the rules of the Toronto Stock Exchange, all of which remained outstanding as at June 30, 2008. These options have a term of seven years and vest in equal thirds over a one year period from the date of grant.

   

All options granted during the years ended June 30, 2008 and 2007 carried exercise prices equal to the fair value of the common shares as at the granting date. The weighted average per-share fair value of options granted during 2008 was $2.31 (2007 – $2.22). The stock-based compensation expense recognized for the year in respect of options granted was $865,000 (2007 – $2,522,000), of which $748,000 (2007 – $2,213,000) has been charged to income and $117,000 (2007 – $309,000) has been capitalized to mineral properties and deferred exploration costs.

   

The fair value of options at the date of grant was estimated using the Black-Scholes option pricing model, assuming a risk-free interest rate of 2.9% to 4.4% per annum, an expected life of options of 4 years, an expected volatility of between 56% and 62% and no expected dividends (2007 – risk-free interest rate of 3.85% to 3.99%, expected life of 4 years, expected volatility of 50% and no dividends).




ALEXCO RESOURCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2008 AND 2007
(figures in tables are expressed in thousands of dollars)

Incentive stock options outstanding and exercisable at June 30, 2008 are summarized as follows:

    Options Outstanding     Options Exercisable  
                               
    Number of     Weighted     Weighted     Number of     Weighted  
    Shares     Average     Average     Shares     Average  
    Issuable on     Remaining     Exercise     Issuable on     Exercise  
Exercise Price   Exercise     Life (Years)     Price     Exercise     Price  
                               
                               
$0.80
935,000
3.96
$ 0.80
$935,000
 0.80
 
$1.50
183,100
4.47
$ 1.50
$183,100
 1.50
 
$3.08
1,007,500
4.88
$ 3.08
$1,007,500
 3.08
 
$3.88
15,000
5.53
$ 3.88
$-
-
 
$4.46
215,500
5.67
$ 4.46
$215,500
 4.46
 
$4.99
820,000
5.74
$ 4.99
$820,000
 4.99
 
$5.19
150,000
5.92
$ 5.19
$100,000
 5.19
 
$5.38
50,000
6.28
$ 5.38
$50,000
 5.38
 
$5.90
65,000
6.62
$ 5.90
$65,000
 5.90
 
$6.11
100,000
6.89
$ 6.11
$100,000
 6.11
 
 
3,541,100
4.99
$ 3.19
$3,476,100
 3.15
 

In addition, certain officers of a subsidiary of the Corporation have been provided with an incentive plan under which they could be issued over a period of up to four years an aggregate maximum of 64,412 shares of the Corporation as bonus remuneration in the event that their business unit achieves certain pre-set earnings targets. No compensation expense has been recorded by the Corporation in respect of shares potentially issuable under this plan and none will be recorded until it becomes likely that the minimum earnings targets will be achieved.



ALEXCO RESOURCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2008 AND 2007
(figures in tables are expressed in thousands of dollars)

12.

Income Taxes

   

The following table reconciles the income taxes that would be incurred by applying statutory tax rates to the Corporation’s pre-tax income and the taxes actually recorded:


      2008     2007  
               
  Loss before provision for taxes $  (4,949 ) $  (4,484 )
  Statutory tax rate   35.81%     38.12%  
               
  Income taxes at statutory tax rates   (1,772 )   (1,709 )
               
  Non-deductible permanent differences   288     911  
  Differences in foreign tax rates   12     -  
  Effect of change in tax rate   (97 )   42  
  Change in valuation allowance   486     (1,513 )
  Other   102     273  
               
  Provision for (recovery of) taxes $  (981 ) $  (1,996 )
               
  Provision for (recovery of) taxes applicable to:            
         Current taxes $  (187 ) $  212  
         Future income taxes   (794 )   (2,208 )
               
  Provision for (recovery of) taxes $  (981 ) $  (1,996 )

The tax effect of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases deductible against taxable income of future years, including non-capital losses, are summarized as follows:

      2008     2007  
               
  Future income tax assets:            
         Losses carried forward $  1,899   $  953  
         Property, plant and equipment and intangible assets   111     236  
         Mineral properties and deferred exploration costs   -     50  
         Asset retirement obligation and other reclamation liability   -     3,077  
         Share issuance costs   561     654  
         Other   35     5  
      2,606     4,975  
  Valuation allowance   (540 )   (54 )
      2,066     4,921  
               
  Future income tax liabilities:            
         Mineral properties and deferred exploration costs   (6,787 )   (7,676 )
               
  Net future income tax liabilities $  (4,721 ) $  (2,755 )



ALEXCO RESOURCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2008 AND 2007
(figures in tables are expressed in thousands of dollars)

13.

Loss per Share

     

In determining diluted loss per share for the year ended June 30, 2008, none of the Corporation’s 3,541,100 stock options (2007 – 3,331,000 options), 64,412 contingently issuable shares (2007 – 64,412 shares) or 1,970,489 warrants (2007 – 2,108,227 warrants) outstanding at year end were included because the effect of doing so would have been anti-dilutive.

     
14.

Commitments

     
(a)

As a consequence of its renunciation of exploration expenditures deductible for Canadian income tax purposes in respect of flow-through shares issued during the 2007 calendar year (see note 9(c)), the Corporation remains committed as of June 30, 2008 to incur further renounceable exploration expenditures totaling $4,004,000 by December 31, 2008.

     
(b)

The Corporation has entered into various operating lease contracts for office space, motor vehicles and office equipment. The future minimum payments under these leases as at June 30, 2008 are as follows:


       
2009 $  383  
2010   384  
2011   392  
2012   373  
2013   301  
Thereafter   765  
       
  $  2,598  



ALEXCO RESOURCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2008 AND 2007
(figures in tables are expressed in thousands of dollars)

15.

Financial Instruments

   

Information regarding the Corporation’s financial instruments is summarized as follows:

   

Fair Value


            June 30, 2008  
      Effective Annual     Fair     Carrying  
      Interest Rate     Value     Amount  
  Financial Assets                  
  Receivables                  
     Canadian dollar denominated   n/a   $  1,742   $  1,742  
     US dollar denominated   n/a   $  214   $  214  
  Cash and Demand Deposits   n/a   $  2,316   $  2,316  
  Bankers’ Acceptances   n/a   $  10,689   $  10,689  
  Term deposits   3.15% to 3.90%   $  1,260   $  1,260  
  Financial Liabilities                  
  Accounts payable and accrued liabilities                  
     Canadian dollar denominated   n/a   $  3,161   $  3,161  
     US dollar denominated   n/a   $  18   $  18  

All bankers’ acceptances carried initial maturity periods of three months or less. They are included in cash and cash equivalents and are therefore classified as held for trading, and their fair values have been estimated by the Corporation by making reference to published yields for such instruments.

All term deposits held at June 30, 2008 have been classified as investments held to maturity and accordingly are carried at amortized cost using the effective interest method. Given their short term nature and low investment risk, the Corporation estimates that the carrying amounts of the term deposits approximate their fair values. All term deposits at June 30, 2008 are included in restricted cash and deposits.

Credit Risk

Substantially all of the Corporation’s cash and cash equivalents and term deposits are held with major financial institutions in Canada such that the exposure to credit risk is considered insignificant. Those financial assets that potentially subject the Corporation to credit risk are primarily receivables, and the Corporation’s maximum credit risk exposure in respect of its receivables is represented by their carrying amount. The Corporation considers the risk of loss to be significantly mitigated due to the financial strength of the parties from whom they are due, including with respect to trade accounts receivable as the Corporation’s major customers include government organizations as well as substantial corporate entities.

Foreign Exchange Risk

The Corporation currently has only limited exposure to fluctuations in exchange rates between the Canadian and US dollar as significantly all of its property, plant and equipment and mineral properties are located, and significantly all of its revenue is earned, in Canada. Should the Corporation be successful in its efforts to



ALEXCO RESOURCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2008 AND 2007
(figures in tables are expressed in thousands of dollars)

increase the consulting services provided in the US market, its exposure to exchange rate risk would accordingly be increased.

   
16.

Supplemental Cash Flow Information

   

Supplemental cash flow information with respect to the years ended June 30, 2008 and 2007 is summarized as follows:


      2008     2007  
               
  Composition of Cash and Cash Equivalents            
  Cash and demand deposits $  2,316   $  4,994  
  Bankers’ acceptances   10,689     16,637  
               
    $  13,005   $  21,631  
               
  Cash Flows Arising From Interest and Taxes Paid            
  Interest paid $  -   $  -  
  Income taxes paid $  13   $  109  
               
  Non-Cash Investing and Financing Transactions            
  Shares issued for acquisition of mineral property interests (see note 5) $  651   $  300  
  Shares issued for patents and contracts $  -   $  1,645  
  Settlement of other reclamation liability through vesting of restricted            
     cash on Keno Hill Final Closing (see notes 5(a) and 7) $  10,000   $  -  
  Capitalization of stock-based compensation expense to deferred            
     exploration costs $  117   $  309  
  Increase (decrease) in accounts payable and accrued liabilities related to:            
         Mineral properties $  521   $  1,377  
         Property, plant and equipment $  410   $  -  



ALEXCO RESOURCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2008 AND 2007
(figures in tables are expressed in thousands of dollars)

17.

Segmented Information


      Consulting     Mineral              
  2008   Services     Properties     Corporate     Total  
                           
  Segment revenues –                        
     External customers –                        
         Canadian $  5,059   $  -   $  -   $  5,059  
         Non-Canadian   677     -     -     677  
     Intersegment   1,032     -     -     1,032  
     Total segment revenues   6,768     -     -     6,768  
     Intersegment revenues                        
         eliminated on consolidation   (1,032 )   -     -     (1,032 )
     Total revenues as reported $  5,736   $  -   $  -   $  5,736  
                           
  Consulting costs $  4,673   $  -   $  -   $  4,673  
  Accretion of asset retirement obligation   37     -     -     37  
  Amortization –                        
         Property, plant and equipment   254     -     122     376  
         Intangible assets   648     -     -     648  
  Stock-based compensation   122     -     626     748  
  Other expenses   1,161     -     3,960     5,121  
  Interest expense (income)   (69 )   -     (917 )   (986 )
  Write-down of property, plant and                        
     equipment   -     -     68     68  
                           
  Loss before provision for taxes $  (1,090 ) $  -   $  (3,859 ) $  (4,949 )
                           
  Capital asset expenditures in year $  562   $  15,661   $  515   $  16,738  
                           
  Total assets $  5,522   $  45,782   $  15,164   $  66,468  

      Consulting     Mineral              
  2007   Services     Properties     Corporate     Total  
                           
  Segment revenues –                        
     External customers –                        
         Canadian $  3,929   $  -   $  -   $  3,929  
         Non-Canadian   124     -     -     124  
     Intersegment   699     -     -     699  
     Total segment revenues   4,752     -     -     4,752  
     Intersegment revenues eliminated on                        
         consolidation   (699 )   -     -     (699 )
     Total revenues as reported $  4,053   $  -   $  -   $  4,053  
                           
  Consulting costs $  2,923   $  -   $  -   $  2,923  
  Accretion of asset retirement obligation   48     -     -     48  
  Amortization –                        
         Property, plant and equipment   57     -     167     224  
         Intangible assets   373     -     -     373  
  Gain from re-estimation of ARO   (88 )   -     -     (88 )
  Stock-based compensation   708     -     1,505     2,213  
  Other expenses   1,169     -     2,912     4,081  
  Interest expense (income)   (89 )   -     (1,187 )   (1,276 )
  Write-down of property, plant and                        
     equipment   39     -     -     39  
                           
  Loss before provision for taxes $  (1,087 ) $  -   $  (3,397 ) $  (4,484 )
                           
  Capital asset expenditures in year $  945   $  12,115   $  218   $  13,278  
                           
  Total assets $  17,663   $  29,083   $  23,054   $  69,800  



ALEXCO RESOURCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2008 AND 2007
(figures in tables are expressed in thousands of dollars)

The Corporation’s two operating segments are consulting and project management services in respect of environmental permitting and compliance and site remediation and reclamation, and exploration and development of mineral properties. The corporate segment includes the Corporation’s executive head office and general corporate administration and activity. Inter-segment transactions are recorded at amounts that reflect normal third-party terms and conditions, with inter-segment profits eliminated from the cost base of the segment incurring the charge. For the year ended June 30, 2008, the Corporation has made certain changes in the methodology followed in allocating certain expenditures between operating segments for the purpose of assessing segment performance. The prior year segmented information figures have been restated to reflect the same methodology for comparative purposes.

   

During the year ended June 30, 2008, the Corporation’s consulting services segment recorded revenues from two customers representing 10% or more of total revenue, in the amounts of $2,583,000 and $767,000 (2007 – from two customers, in the amounts of $1,361,000 and $467,000). Substantially all of the Corporation’s capital assets and goodwill are located in Canada.

   
18.

Related Party Transactions


  (a)

During the year ended June 30, 2008, the Corporation incurred technical service fees with NovaGold totaling $696,000 (2007 – $946,000), which have been capitalized to mineral properties and deferred exploration costs. NovaGold is related as it is a shareholder with significant influence over the Corporation. A total of 1,048,500 of the units issued on a non-brokered basis in the Corporation’s December 21, 2006 offering were subscribed for by NovaGold (see note 9(a)). NovaGold also held a right to back in to the Corporation’s Brewery Creek property, which right it permitted to expire during the year ended June 30, 2008 (see note 5(c)). As at June 30, 2008, accounts payable and accrued liabilities include $58,000 (2007 – $91,000) due to NovaGold.

     
  (b)

With respect to the Corporation’s December 11, 2007 financing, the shares issued on a non- brokered basis were subscribed for by directors and senior management of the Corporation and individuals related to NovaGold (see note 9(b)).

     
  (c)

During the year ended June 30, 2007, the Corporation recorded $273,000 in contractors expenses and the purchase of mobile equipment from Asset Liability Management Group ULC (“ALM”), a company related to one director and one officer of the Corporation. There were no transactions with ALM during the year ended June 30, 2008.

     
  (d)

The Corporation also incurred $97,000 the year for rent of office space (2007 – $83,000) under an agreement with Access Field Services, a company owned by certain officers of the Corporation’s subsidiary Access. At June 30, 2008, accounts payable and accrued liabilities include $nil due to Access Field Services (June 30, 2007 – $nil).

These transactions were in the normal course of operations and are measured at the exchange amount, which is the amount established and agreed to by the related parties. The resulting accounts payable and accrued liabilities are payable currently under normal third-party trade payable terms and conditions.



ALEXCO RESOURCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2008 AND 2007
(figures in tables are expressed in thousands of dollars)

19.

Significant Differences Between Canadian and United States Accounting Principles

   

Canadian generally accepted accounting principles (“Canadian GAAP”) vary in certain significant respects from the principles and practices generally accepted in the United States (“US GAAP”). The effect of the principal measurement differences on the Corporation’s consolidated financial statements as at and for the years ended June 30, 2008 and 2007 are quantified below and described in the accompanying notes:


  Consolidated Balance Sheets   2008     2007  
  Total assets reported under Canadian GAAP $  66,468   $  69,800  
  Mineral properties and deferred exploration costs (see (a) below)   (26,601 )   (15,843 )
  Total assets under US GAAP $  39,867   $  53,957  
  Total liabilities reported under Canadian GAAP $  8,714   $  15,822  
  Other reclamation liability (see (a) below)   -     (1,200 )
  Future income tax liability (see (a) below)   (3,944 )   (1,977 )
  Total liabilities under US GAAP $  4,770   $  12,645  
  Total shareholders’ equity reported under Canadian GAAP $  57,754   $  53,978  
  Share capital – cumulative flow-through share issuances (see (b) below)   2,526     1,510  
  Deficit – cumulative reconciliation adjustments   (25,183 )   (14,176 )
  Total shareholders’ equity under US GAAP $  35,097   $  41,312  

  Consolidated Statements of Operations and Comprehensive Loss   2008     2007  
               
  Net loss and comprehensive loss reported under Canadian GAAP $  (3,968 ) $  (2,488 )
  Deferred exploration costs (see (a) below)   (11,738 )   (12,129 )
  Future income tax expense –            
     Deferred exploration costs (see (a) below)   1,747     1,510  
     Flow-through share issuance (see (b) below)   (368 )   (2,158 )
               
  Net loss and comprehensive loss under US GAAP $  (14,327 ) $  (15,265 )
               
  Net loss per common share under US GAAP – Basic and diluted $  (0.41 ) $  (0.49 )

  Consolidated Statements of Cash Flows   2008     2007  
  Cash flows used in operating activities reported under Canadian GAAP $  (4,112 ) $  (3,029 )
  Deferred exploration costs (see (a) below)   (11,007 )   (10,231 )
  Cash flows used in operating activities under US GAAP $  (15,119 ) $  (13,260 )
  Cash flows used in investing activities reported under Canadian GAAP $  (13,282 ) $  (11,925 )
  Deferred exploration costs (see (a) below)   11,007     10,231  
  Cash flows used in investing activities under US GAAP $  (2,275 ) $  (1,694 )

  (a)

Under US GAAP, the Corporation would be required to expense as incurred exploration and development costs on a mineral property prior to completion of a definitive feasibility study which establishes proven and probable reserves, as well as any costs of maintaining title subsequent to initial acquisition. Only the costs relating to initial acquisition of a mineral property asset would be capitalized. In addition, such expenditures would be classified as operating activities in the statement of cash flows. Also, under US GAAP the Corporation would not record accretion on its




ALEXCO RESOURCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2008 AND 2007
(figures in tables are expressed in thousands of dollars)

 

other reclamation liability balance, and instead would recognize the additional mineral property acquisition cost at the time of Final Closing.

     
  (b)

Under US GAAP, any premium realized on the issuance of flow-through shares is required to be recorded as a liability pending renunciation of deductible expenditures to the subscribers. Upon renunciation, any difference between this liability and the resultant future income tax liability is recorded as a future income tax expense. The renunciations in respect of flow-through issuances completed in April and December of 2006 were effected during the year ended June 30, 2007. The renunciation in respect of the flow-through issuance completed in December 2007 was effected during the year ended June 30, 2008.

Impact of recently adopted United States accounting pronouncements:

The Corporation adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109 (“FIN 48”) on January 1, 2008. 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. The adoption of FIN 48 did not impact the Corporation’s consolidated financial position or results of operations.

In September 2006, the FASB issued FAS 157 that defines fair value, establishes a framework for measuring fair value in US GAAP, and expands disclosure about fair value measurements. FAS 157 applies under other US GAAP pronouncements that require (or permit) fair value measurements where fair value is the relevant measurement attribute. The adoption of FAS 157 did not impact the Corporation’s consolidated financial position or results of operations.

In February 2008 the FASB issued FSP FAS 157-2. FSP FAS 157-2 delays the effective date of FAS 157 to fiscal years beginning after November 15, 2008 for non-financial assets and liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Therefore, we will apply the requirements of FAS 157 to property, plant and equipment, intangible assets, goodwill and asset retirement obligations beginning in 2009.

Impact of recently issued United States accounting pronouncements:

In March 2008, the FASB issued FAS 161, which will require entities to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under FAS 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. FAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. We are currently evaluating the impact of adopting FAS 161 on our note disclosures related to derivative instruments and hedging activities

In December 2007, the FASB issued FAS 141(R), which will replace FAS 141 prospectively effective for business combinations consummated after the effective date of December 15, 2008. Early adoption is not permitted. Under FAS 141(R), business acquisitions will be accounted for under the “acquisition method”, compared to the “purchase method” mandated by FAS 141. Also in December 2007 and effective for fiscal years beginning after December 15, 2008, the FASB issued FAS 160. Under FAS 160, the non-controlling interest will be measured at 100% of the fair value of assets acquired and liabilities assumed, compared to current standards under which it is measured at book value. For presentation and disclosure purposes, non-controlling interests will be classified as a separate component of shareholders’ equity. FAS 160 will also change the manner in which increases/decreases in ownership percentages are accounted for, as well as



ALEXCO RESOURCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2008 AND 2007
(figures in tables are expressed in thousands of dollars)

the manner by which accumulated losses are attributed to non-controlling interests. The provisions of FAS 160 are to be applied prospectively with the exception of the presentation and disclosure provisions, which are to be applied for all prior periods presented in the financial statements. Early adoption is not permitted.

The Corporation does not believe that these standards will have any material effect on the Corporation’s financial statements, but has determined that financial statement note disclosure will be increased.

 


EX-99.3 4 exhibit99-3.htm MD&A Filed by sedaredgar.com - Alexco Resource Corp. - Exhibit 99.3

Alexco Resource Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2008

General

This Management’s Discussion and Analysis (“MD&A”) of Alexco Resource Corp. (“Alexco” or the “Corporation”) is dated September 26, 2008 and provides an analysis of Alexco’s consolidated financial results for the year ended June 30, 2008 compared to those of the previous year.

The following information should be read in conjunction with the Corporation’s June 30, 2008 audited consolidated financial statements with accompanying notes, which were prepared in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”). All dollar figures are expressed in Canadian dollars unless otherwise stated. These documents and additional information on the Corporation are available on the Corporation’s website at www.alexcoresource.com or on SEDAR at www.sedar.com.

Except where specifically indicated otherwise, technical information included in this MD&A regarding Alexco’s mineral properties has been prepared by or under the supervision of Stan Dodd, LG (Wash), Vice President, Exploration for Alexco and a Qualified Person as defined by National Instrument 43-101 - Standards of Disclosure for Mineral Properties (“NI 43-101”).

Cautionary Statement on Forward-Looking Statements

This MD&A contains "forward-looking statements", made as of the date of this MD&A.

Forward-looking statements may include, but are not limited to, statements with respect to future remediation and reclamation activities, future mineral exploration, the estimation of mineral reserves and mineral resources, the realization of mineral reserve and mineral resource estimates, the timing of activities and the amount of estimated revenues and expenses, the success of exploration activities, permitting time lines, requirements for additional capital and sources and uses of funds.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Corporation to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, risks related to actual results of exploration activities; actual results of remediation and reclamation activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of gold and other commodities; possible variations in ore reserves, grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing or in the completion of development activities.

Cautionary Note to U.S. Investors – Information Concerning Preparation of Resource Estimates

This MD&A has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of United States securities laws. Unless otherwise indicated, all resource and reserve estimates included in this MD&A have been prepared in accordance with NI 43-101 and the Canadian Institute of Mining and Metallurgy Classification System. NI 43-101 is a rule

- 1 -


developed by the Canadian Securities Administrators which establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. NI 43-101 permits the disclosure of an historical estimate made prior to the adoption of NI 43-101 that does not otherwise comply with NI 43-101, using the historical terminology, if the disclosure: (a) identifies the source and date of the historical estimate; (b) comments on the relevance and reliability of the historical estimate; (c) states whether the historical estimate uses categories other than those prescribed by NI 43-101 and if so includes an explanation of the differences, and (d) includes any more recent estimates or data available. Such historical estimates are presented concerning certain of the Corporation’s properties described herein.

Canadian standards, including NI 43-101, differ significantly from the requirements of Industry Guide 7 promulgated by the United States Securities and Exchange Commission (“SEC”), and resource and reserve information contained herein may not be comparable to similar information disclosed by U.S. companies. In particular, and without limiting the generality of the foregoing, the term "resource" does not equate to the term "reserves". Under U.S. standards, mineralization may not be classified as a "reserve" unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. The SEC's disclosure standards under Industry Guide 7 normally do not permit the inclusion of information concerning "measured mineral resources", "indicated mineral resources" or "inferred mineral resources" or other descriptions of the amount of mineralization in mineral deposits that do not constitute “reserves” by U.S. standards in documents filed with the SEC. U.S. Investors should also understand that “inferred 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 an “inferred mineral resource” will ever be upgraded to a higher category. Under Canadian rules, estimated “inferred mineral resources” may not form the basis of feasibility or pre-feasibility studies except in rare cases. Investors are cautioned not to assume that all or any part of an “inferred mineral resource” exists or is economically or legally mineable.

Disclosure of “contained ounces” in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC standards as in place tonnage and grade without reference to unit measures. The requirements of NI 43-101 for identification of “reserves” are also not the same as those of the SEC’s Industry Guide 7, and reserves reported by the Corporation in compliance with NI 43-101 may not qualify as “reserves” under Industry Guide 7 standards. Accordingly, information concerning mineral deposits set forth herein may not be comparable with information made public by companies that report in accordance with U. S. standards.

- 2 -


Selected Annual Information

Selected annual information from the Corporation’s three most recently completed financial years is summarized as follows:

(expressed in thousands of dollars, except                  
per share amounts)   2008     2007     2006  
                   
Consulting revenue   5,736     4,053     537  
Consulting gross profit   1,063     1,130     206  
Net loss for the year   (3,968 )   (2,488 )   (2,686 )
Loss per share, basic and diluted $ (0.11 ) $ (0.08 ) $ (0.15 )
Total assets   66,468     69,800     42,694  
Total long-term liabilities   5,535     13,022     10,221  
Dividends declared   Nil     Nil     Nil  

Overall Performance

During the year ended June 30, 2008, Alexco made significant advancements in the exploration and development of its mineral property interests in the Keno Hill silver district, and saw continued growth in its consulting and environmental services business.

A total of $13,683,000 in exploration and acquisition cost was incurred in respect of its mineral properties as a whole compared to $12,262,000 the preceding year, with $13,210,000 of that invested in the Keno Hill silver district compared to $12,104,000 the preceding year. Exploration activities were conducted in several areas of the Corporation’s Keno Hill holdings, but the primary focus during the year was on the Bellekeno historic mine area. A NI 43-101 compliant resource estimate was produced for the Bellekeno deposit, yielding total inferred resources of 537,400 tonnes grading 1,016 grams per tonne silver, 13.5% lead, 10.7% zinc and 0.4 grams per tonne gold, for an aggregate silver equivalent grade of 2,216 grams per tonne. And in July 2008, Alexco released a NI 43-101 compliant preliminary economic assessment for the Bellekeno resource. The assessment outlines a project with average annual mine production of 3.3 million ounces of silver (“Ag”), 30.1 million pounds of lead (“Pb”) and 24.5 million pounds of zinc (“Zn”) over an initial 5 year mine life, and in a base case economic analysis using three year average prices for Ag, Pb and Zn and the $USD/$CAD exchange rate, the assessment indicated a pre-tax net present value (“NPV”) of US$87.0 million (8% discount rate), with a pre-tax internal rate of return (“IRR”) of 55.5% and a payback period of 1.6 years.

In its consulting and environmental services business, Alexco realized revenues of $5,736,000 during the 2008 fiscal year compared to $4,053,000 during 2007, an increase of over 40%. Gross profit from its consulting group during fiscal 2008 was $1,063,000 or 18.5%, compared to $1,130,000 or 27.9% during 2007, with a significant component of the decrease in margin related to a higher proportion of cost-shared projects undertaken in the Keno Hill district while Alexco is working on development of the district’s overall closure plan.

The Corporation’s cash and cash equivalents at June 30, 2008 totaled $13,005,000 compared to $21,631,000 for 2007, and net working capital was $12,292,000 compared to $21,131,000 the year before, with substantially all of the decrease reflecting Alexco’s investment in the exploration and development of its Keno Hill mineral properties. Alexco completed one financing during the year,

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issuing 1,500,000 flow-through common shares in December 2007 at a price of $6.05 per share to generate net cash proceeds of $8,464,000. At June 30, 2008, the Corporation remained committed to incur a further $4,004,000 in qualifying exploration expenditures by December 31, 2008 to fulfill its flow-through obligations under this offering.

Results of Operations

Keno Hill Silver District

Substantially all of the Corporation’s exploration activities during the year ended June 30, 2008 were conducted on its Keno Hill silver district properties. The Keno Hill mining district is located in Yukon Territory approximately 330 kilometers north of Whitehorse in the vicinity of the villages of Mayo and Keno City and lies within the traditional territory of the First Nation of Na-Cho Nyak Dun (“FNNND”). The district consists of approximately 23,350 hectares of mining leases, quartz claims and crown grants. The district has numerous occurrences of mineral deposits and prospects, including over 30 historic mines. The Yukon Government's published Minfile database states that between 1941 and 1989, the Keno Hill district produced more than 217 million ounces of silver with average grades of 40.52 ounces per ton silver, 5.62% lead and 3.14% zinc. Mine operations closed down in 1989 when United Keno Hill Mines Limited put the district on care and maintenance in the face of rising costs and environmental regulatory pressures.

In June 2005, the Corporation was selected as the preferred purchaser of the assets of United Keno Hill Mines Limited and UKH Minerals Limited (collectively, "UKHM") by a court appointed interim receiver and receiver-manager of UKHM. In February 2006, following negotiation of a Subsidiary Agreement between the Government of Canada, the Government of Yukon and the Corporation, the Supreme Court of Yukon approved the purchase of the assets of UKHM by Alexco through its wholly owned subsidiary, Elsa Reclamation & Development Company Ltd. (“ERDC”). “Final Closing” of this acquisition was conditional upon issuance of a water license to the Corporation by the Yukon Water Board to set the standards for care and maintenance activities to be carried out at Keno Hill. This water license was issued in November 2007 and Final Close was effected in December 2007, resulting in the transfer to the Corporation of ownership and title to the Keno Hill mining claims and the other UKHM assets. In addition, under the terms of the Subsidiary Agreement the Corporation is indemnified by the Government of Canada for all liabilities, including environmental liabilities, arising directly or indirectly as a result of the pre-existing condition of the Keno Hill mining claims and other assets acquired from UKHM. The Sub-Agreement also provides that ERDC may bring any mine into production on the UKHM properties by designating a production unit from the mineral property interests relevant to that purpose and then assuming responsibility for all costs of the production unit’s water related care and maintenance and water related components of closure reclamation.

In July 2006 and again in March 2007, exploration drilling campaigns were initiated in the district, the drilling having two distinct objectives. First, to define and upgrade historic resources at the Bellekeno mine; and second, to explore other promising sites throughout the district. The 2007 diamond drilling program totaling approximately 22,000 meters of drilling was completed at the end of October 2007. An initial NI 43-101 compliant inferred resource estimate in respect of the Bellekeno property was released in November 2007 incorporating such analysis of the drill program as had been completed at the time, supported by an independently-prepared technical report filed on SEDAR dated November 10, 2007 and entitled “Mineral Resource Estimation Bellekeno Project, Yukon Territory, Canada”. An independently-prepared updated NI 43-101 compliant inferred resource estimate was released January 30, 2008 by way

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of press release entitled “Alexco Outlines New Zinc-Silver Zone at Bellekeno and Updates Resource Estimate”, incorporating the remainder of the analysis of the 2007 drill program.

The updated estimate reported therein, based on a 1,000 grams per tonne silver equivalent** cutoff for the Southwest and East zones and a 15 ounces per ton silver cutoff for the historic resource for the 99 zone, resulted in a total inferred resource of 537,400 tonnes grading 1,016 grams per tonne silver, 13.5% lead, 10.7% zinc and 0.4 grams per tonne gold, and an aggregate silver equivalent grade** of 2,216 grams per tonne, summarized as follows:

Category Zone Tonnage Ag Pb Zn Au AgEq
    [Tonnes] [gpt] [%] [%] [gpt] [gpt]
Inferred 99†** 55,700 1,593 11.1 5.5 0.0 2,375
  Southwest‡** 302,100 1,357 20.4 5.5 0.4 2,494
Sub-Total Inferred 99+Southwest 357,800 1,394 19.0 5.5 0.4 2,476
               
  East‡** 179,600 263 2.0 21.3 0.6 1,698
Total Inferred   537,400 1,016 13.5 10.7 0.4 2,216

* Mineral resources are not mineral reserves and do not have demonstrated economic viability. All figures have been rounded to reflect the relative accuracy of the estimates.
Reported at a cut-off of 15 troy ounces per ton silver. Silver grades capped at 100 troy ounces per ton.
Reported at a cut-off of 1,000 grams per tonne silver equivalent. Grades not capped.
**Metal price and recovery factor assumptions for silver equivalent calculations: US$8.00 Silver troy ounce, US$0.45 per pound Lead, US$0.75 per pound Zinc, recovery assumed 100%. Gold not used in silver equivalent calculation.

This updated resource estimate is supported by an independently-prepared technical report filed on SEDAR dated January 28, 2008 and entitled “Mineral Resource Estimation Bellekeno Project, Yukon Territory, Canada”.

In March 2008, Alexco initiated an extensive surface drill program for the summer, focused at the Onek, Lucky Queen, Keno 700, Hector Calumet and Silver King – Husky SW historic mine areas. Entailing approximately 10,300 meters of drilling, the program was completed ahead of schedule in July 2008 and results are in the process of being compiled. Preliminary mine planning and engineering studies and requisite permit applications were also completed by Alexco in preparation for driving a new underground decline and rehabilitating and extending the historic underground workings at Bellekeno, to allow for further underground exploration and definition drilling of the Bellekeno resource (which remains open at depth). A mining contractor was engaged for this purpose, a portal was collared in June 2008, and development of the decline commenced in July. Underground exploration drilling at Bellekeno from the rehabilitated workings is scheduled to commence in early calendar 2009 and extending through the first quarter.

In July 2008, the Corporation released a preliminary economic assessment in respect of the Bellekeno property. Filed on SEDAR, the independently prepared NI 43-101 compliant technical report is dated June 30, 2008 and entitled “Bellekeno Preliminary Economic Assessment Technical Report”. The report outlines a project with average annual mine production of 3.3 million ounces of silver, 30.1 million pounds of lead and 24.5 million pounds of zinc over an initial 5 year mine life. It indicates a base case pre-tax NPV of US$87.0 million at an 8% discount rate with a pre-tax IRR of 55.5% and a payback

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period of 1.6 years. The base case uses three year average prices for Ag, Pb and Zn and the $USD/$CAD exchange rate. As indicated in the base case, the average Life of Mine (“LOM”) net smelter return (“NSR”) per tonne of mineralized rock at Bellekeno is C$596 against LOM operating costs of C$206 per tonne, and the average silver production costs on a per-ounce basis, net of by-product revenue, is negative (US$0.33/oz. )

The total capital cost to bring the Bellekeno deposit into production is estimated in the report to be C$61.2 million, including initial working capital and a 25% contingency. This capital cost also includes C$10 million of development work that is already being carried out as part of the current Bellekeno underground rehabilitation, preparatory to an underground advanced exploration and definition drilling program scheduled for latter 2008. An additional C$12.45 million in sustaining capital is estimated over the current 5-year Bellekeno mine life.

The project economics for the Bellekeno deposit as presented in the report are summarized as follows:

Bellekeno Deposit Economic Results and Metals Pricing

    Base Case Current   Forward Looking  
    3 Year Metal   Metal Prices and  
    Average 1 Prices 2   Exchange Rates 3  
Payback            
Period years 1.6 1.3   1.4  
IRR (pre-tax) % 55.5 64   48.5  
NPV at 8%            
(pre-tax) Million US$ 87 106.7   57.1  
            2012 and
Prices       2010
2011
Beyond
Lead US$/lb 0.81 0.78 0.70 0.50 0.50
Zinc US$/lb 1.24 0.84 1.00 0.90 0.75
Silver US$/oz 11.69 17.92 16.00
               14.50
12.25
Gold US$/oz 625.60 935.25 890.00 780.00 700.00
Exchange            
Rate US$/C$ 0.89 0.98 0.95 0.93 0.90
NOTE:  
1.

Prices are quoted from London Metal Exchange and are rolling averages through May 2008.

2.

Current metal prices as of July 2, 2008

3.

Based on Alexco-compiled consensus long-term commodity price and exchange forecasts as of June 19, 2008 as published publicly by a basket of independent Canadian and US investment analysts

As noted in the report, the economic evaluation of the Bellekeno property uses 100% inferred mineral resources. Inferred mineral resources are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves. This economic evaluation is preliminary in nature, and there is no guarantee that the inferred mineral resources will be upgraded to a higher resource category and there is no certainty that the economic results of the study will be realized.

In March 2007, the Corporation entered into a Memorandum of Understanding with FNNND that provided FNNND with opportunities in terms of employment, preferential contract positioning, training and other benefits, while FNNND provided support for the Corporation’s ongoing activities at Keno Hill.

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In September 2007, the Corporation and FNNND entered into a negotiation agreement relating to the Corporation’s current and future reclamation, exploration and mining activities in the Keno Hill district. The negotiation agreement provides for the negotiation and settlement of two further agreements between the Corporation and FNNND. The first of these, the Exploration Cooperation Agreement, was completed and executed in May 2008, and specifically addresses the care and maintenance and long-term remediation and closure of the district, as well as the Corporation’s exploration activities in the district. It also establishes a framework within which Alexco will provide financial resources for an FNNND liaison position as well as scholarship needs, and for technical review support for future regulatory submissions. The second proposed agreement would be a mining impact benefit agreement to be concluded if the Corporation determines, as a result of its exploration activities, that any portion of the large Keno Hill property should be developed into a mine operation.

McQuesten Property

In September 2007, the Corporation entered into an option agreement to acquire from a third party the remaining 30% interest in the Corporation’s 70% owned McQuesten property. To exercise the option, the Corporation must issue 210,000 common shares of the Corporation plus grant a net smelter royalty to the optionor ranging from 0.5% to 2.0%, varying amongst the claims comprising the property, and the option is exercisable by providing at any time until September 20, 2008 notice of intention to exercise, and then subsequently issuing the shares and granting the royalty. The Corporation issued 140,000 common shares in consideration for the granting of the option in September 2007, valued at $651,000.

On September 20, 2008, the Corporation provided notice of its intention to exercise the option, though shares had not yet been issued as at the date of this MD&A.

Brewery Creek Gold Property

The Brewery Creek property is located in Yukon Territory, near Dawson City. The Brewery Creek Mine produced gold from its heap leach operation from 1996 to 2002. Mined-out oxide reserves totaled 9.7 million tonnes grading 1.44 g/t Au and were distributed in seven near-surface deposits along the 12-kilometer "Reserve Trend". The majority of oxide reserves were depleted in the late 1990's and the mine was subsequently closed and reclaimed during the downturn in metal prices. The property, which was almost exclusively explored in the past for low grade oxide mineralization, is currently being re-evaluated for both higher grade epithermal sulphide mineralization and lower grade intrusive-related gold mineralization.

In January 2008, the Corporation provided NovaGold Resources Inc. (“NovaGold”) with a report on the results of its exploration expenditures in respect of the Brewery Creek property, thereby triggering NovaGold’s 60 day back-in right to acquire an interest in the property by paying $500,000 to the Corporation over a four year period and incurring $1,750,000 in respect of the property over a five year period. The 60 day back-in right expired with NovaGold not electing to exercise.

Consulting Services

The Corporation operates an environmental consulting business providing a range of services to the mining industry and other clients. Through its wholly owned subsidiaries, Access Mining Consultants Ltd. (“Access”), Alexco Resource U.S. Corp. and, with respect to services provided in the Keno Hill district, ERDC, the Corporation provides management of the regulatory and environmental permitting process, environmental assessments and reclamation and closure planning. The Corporation

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also owns certain patent rights allowed and pending related to mine reclamation and closure processes including the in situ immobilization of metals in groundwater, soils, waste stacks and pit lakes.

Consulting group revenues were $5,736,000 for the 2008 fiscal year compared to $4,053,000 in 2007, an increase of over 40%. Gross profit for fiscal 2008 was $1,063,000 for a margin of 18.5%, compared to $1,130,000 and a margin of 27.9% during 2007. Over half of the margin decrease relates to a higher proportion of cost-shared projects undertaken in the Keno Hill while Alexco is working on development of the district’s overall closure plan, with the balance attributed primarily to increased costs incurred under the fixed price contract component of the Keno Hill district care and maintenance activity.

Under the Subsidiary Agreement, ERDC is retained through the Government of Yukon as a paid contractor responsible on a continuing basis for the environmental care and maintenance and ultimate closure reclamation of the former UKHM properties. The Subsidiary Agreement provides that ERDC is responsible for the development of the ultimate closure reclamation plan for fees of 65% of agreed scheduled rates, and this plan development is currently ongoing. Upon acceptance and regulatory approval, the closure reclamation plan will be implemented by ERDC at full negotiated contractor rates. During the period required to develop the plan, ERDC is also responsible for carrying out the environmental care and maintenance of the UKHM properties for a fixed annual fee adjusted each year for certain operating and inflationary factors. ERDC recognized 100% of the fee amount so determined during each contract year up to and including the year when Final Closing occurred. The Subsidiary Agreement then provides that the portion of the annual fee amount so determined which is billable by ERDC will reduce by 15% each year until all site specific care and maintenance activities have been replaced by final reclamation activities; provided however that should a closure reclamation plan be prepared but not accepted and approved, the portion of annual fees billable by ERDC will revert to 85% until the Subsidiary Agreement is either amended or terminated. ERDC receives full contractor rates when retained by government to provide consulting services in the Keno Hill district outside the scope of the Sub-Agreement.

General, Administration and Corporate

General and administrative expenses were $6,889,000 for the year ended June 30, 2008, compared to $6,719,000 for 2007. Expenses for salaries and contractors totaled $3,036,000 and $3,857,000 for fiscal 2008 and 2007 respectively, but included stock-based compensation expenses of $748,000 and $2,213,000 respectively associated with the Corporation’s annual awards of cash bonuses and incentive stock option grantings to its employees. The base increase in salary and contractor costs from the previous year, and in administrative and corporate expenses in general, is due mainly to the significant expansion of the level of exploration, consulting services and corporate activities, as well as the increased corporate personnel, office space, regulatory and professional costs associated with listing the Corporation on the American Stock Exchange in September 2007. Stock-based compensation expense decreased as the Corporation granted a total of 397,500 options to employees in fiscal 2008, compared to 1,137,500 options in 2007.

Interest income was $986,000 for the year ended June 30, 2008 compared to $1,275,000 in 2007. Interest income varies by period depending on the Corporation’s average balances of cash, cash equivalents and deposits on hand through the period and on prevailing market yields on the bankers’ acceptances and term deposits in which the Corporation’s funds are generally invested.

The Corporation recorded a net recovery of current and future income taxes of $981,000 during the year ended June 30, 2008, compared to a net recovery in 2007 of $1,996,000. The difference is due primarily

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to the reversal in 2007 of a substantial amount of the valuation allowance recorded against the Corporation’s future income tax assets, triggered by the renunciation that year of flow-through expenditures which generated a future income tax liability of $3,740,000.

Outlook

The Corporation completed the 2008 exploration program at Keno Hill in July. The results are in the process of being compiled, and are expected to be released publicly over the course of the next three to four months. Those results are expected to include a NI 43-101 compliant resource estimate for the Onek historic mine area, which is located just over one kilometer from Bellekeno. Once completed, Alexco intends to update the July 2008 Bellekeno preliminary economic assessment to incorporate the Onek resource into the mine plan with the objective of extending the plan’s current life of mine and further improving the overall economics. At the same time, Alexco intends to conduct underground exploration and definition drilling of the Bellekeno resource, which remains open at depth, as soon as the currently-in-progress development of the exploration decline and rehabilitation of historical workings has been completed. The preliminary economic assessment will also then be updated to incorporate any extension or upgrade of the Bellekeno resource that results from that underground drilling.

As the Keno Hill properties are currently the Corporation’s main exploration focus, the Corporation does not plan significant expenditures at its other exploration projects in the near term.

With respect to its consulting services group, the Corporation remains engaged in the on-going environmental care and maintenance program and reclamation and closure projects at Keno Hill under its contract through ERDC with the Yukon Government and in accordance with the Subsidiary Agreement, and continues to service its private sector client base in the Yukon through Access. Similarly, the Corporation intends to continue expanding its environmental services activities over the 2008 calendar year, not only in the Yukon and Northwest Territories as it leverages recent increases in staff with environmental, permitting and management expertise, but also in the United States as it realizes the benefits of business development efforts undertaken over the past year through its Alexco Resource U.S. subsidiary.

Results of Operations – Fourth Quarter

In the fourth quarter of the 2008 fiscal year, the Corporation recorded a net loss of $1,481,000, after consulting revenues of $1,333,000 and consulting gross profit of $229,000. In the fourth quarter of 2007 in comparison, the Corporation recorded a net loss of $609,000, after consulting revenues of $1,102,000 and consulting gross profit of $378,000. Gross profit and margins in Q4 2008 were lower than for 2007 due to the combination of the cost-share impact and cost increases realized under the Keno Hill care and maintenance contract. The net loss recorded by the Corporation in 2008 was higher due to the combined impact of the lower gross margins, increased general and administration expenses caused by the higher level of corporate activity compared to the same period last year, and an increase in the future income tax valuation allowance arising from losses for tax purposes generated within its consulting group subsidiaries.

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Summary of Quarterly Results

Key financial information for the most recent eight quarters is summarized as follows, reported in thousands of dollars except for per share amounts:

(unaudited)



Period




Revenue




Gross Profit




Net Loss


Loss per Share
(Basic and Fully
Diluted
Expenditures on
Mineral
Properties and
Deferred
Exploration
           
F2007-Q1 1,331 401 (56) ($0.00) 3,207
F2007-Q2 854 253 (512) ($0.02) 2,514
F2007-Q3 766 98 (1,311) ($0.04) 2,355
F2007-Q4 1,102 378 (609) ($0.02) 4,039
F2007 Total 4,053 1,130 (2,488) ($0.08) 12,115
F2008-Q1 1,388 449 (481) ($0.01) 3,788
F2008-Q2 1,719 264 (605) ($0.02) 3,029
F2008-Q3 1,296 121 (1,401) ($0.04) 2,373
F2008-Q4 1,333 229 (1,481) ($0.04) 4,640
F2008 Total 5,736 1,063 (3,968) ($0.11) 13,830

The net losses in F2007-Q3, F2007Q4 and F2008-Q3 are each significantly affected by stock-based compensation expense recognitions of $2,076,000, $137,000 and $520,000 respectively. The net losses of each of F2007-Q3 and F2008-Q3 reflect costs associated with the Corporation’s annual awards of cash bonuses and incentive stock option grantings to its employees. The net loss for F2007-Q3 also reflects a net income tax recovery of $1,560,000 resulting from the impact of the recognition of a future income tax benefit arising from the renunciation of flow-through expenditures in the quarter and the resultant reversal of a future income tax asset valuation allowance. The reduced gross margins in F2008-Q2, F2008-Q3 and F2008-Q4 reflect the combination of the cost-share impact and cost increases realized under the Keno Hill contract. The net loss in F2008-Q4 reflects the increase in the future income tax valuation allowance arising from losses for tax purposes generated within the consulting group subsidiaries.

Liquidity and Capital Resources

At June 30, 2008, the Corporation had cash and cash equivalents of $13,005,000 plus additional restricted cash of $1,260,000. The Corporation’s net working capital balance was $12,292,000.

The Corporation has no investments in asset backed commercial paper and faces no liquidity issues in any of its investments.

Cash used in operating activities was $4,112,000 for the year ended June 30, 2008, versus $3,029,000 in 2007. Cash used in investing activities was $13,282,000 for the year ended June 30, 2008 versus $11,925,000 in 2007, primarily in respect of expenditures on mineral properties and deferred exploration and related property, plant and equipment purchases, and with respect to Keno Hill in particular.

In December 2007, Final Close of the Keno Hill transaction was completed, and in full settlement of the balance recorded as other reclamation liability the amount of $10,000,000 previously recorded by the

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Corporation under restricted cash and deposits was vested to the purpose of forming an environmental trust whose capital is designated for contribution towards the cost of ultimate closure reclamation of the UKHM properties.

Cash inflows from financing activities totaled $8,768,000 for the year ended June 30, 2008, versus $24,824,000 in 2007, primarily arising from issuances of capital stock. Effective December 11, 2007, the Corporation issued by way of private placement 1,430,000 flow-through shares on a brokered basis and 70,000 flow-through shares on a non-brokered basis at $6.05 per share, for aggregate gross proceeds of $9,075,000. The shares issued on a non-brokered basis were subscribed for by directors and senior management of Alexco and individuals related to NovaGold. The agent to the private placement was paid a commission of 6% of the gross proceeds from the brokered offering and received broker’s warrants to acquire 85,800 non-flow-through shares at any time until December 11, 2008 at a price of $5.35 per share. Net cash proceeds from the issuance were $8,464,000 after issuance costs, and are being used by the Corporation primarily to finance its exploration and development programs in respect of its Keno Hill district properties and Bellekeno in particular.

The following table summarizes the current contractual obligations of the Corporation and associated payment requirements over the next five years and thereafter:

Contractual Obligations
(expressed in thousands of dollars)


Payments Due by Period




        Less than                 After 5  
  Total     1 year     1 – 3 years     4 – 5 years     years  
                               
                               
Operating leases $  2,598   $  383   $  776   $  674   $  765  
Asset retirement obligation                              
   (discounted basis)   814     100     99     77     538  
                               
Total $  3,412   $  483   $  875   $  751   $  1,303  

In addition to the above, as a consequence of its renunciation of exploration expenditures deductible for Canadian income tax purposes in respect of the flow-through shares issued during the 2007 calendar year, the Corporation remains committed as of June 30, 2008 to incur further renounceable exploration expenditures totaling $4,004,000 by December 31, 2008.

The Corporation currently has sufficient working capital to complete its flow-through exploration expenditure commitment and service the working capital requirements of its consulting services business. However, to continue the long-term exploration and development of its mineral properties and bring any of them into commercial production, or to execute material exploration and development activities in calendar 2009, the Corporation will require additional capital. The Corporation has historically obtained its main source of funding from equity issuances. There can be no assurance of continued access to capital, including equity funding, in the future, and an inability to secure such funding may require the Corporation to substantially curtail and defer its planned exploration activities.

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Share Data

As at the date of this MD&A, the Corporation has 35,831,014 common shares issued and outstanding. In addition, there are outstanding stock options and warrants for a further 3,431,100 and 1,970,489 common shares respectively. As well, a further 64,412 common shares are potentially issuable over the next four years under a bonus share incentive plan based on achievement of certain business unit earnings targets.

Use of Financial Instruments

The majority of the Corporation’s cash and cash equivalents at June 30, 2008 were held in the form of bankers’ acceptances, with the balance held in the form of demand deposits. The Corporation’s restricted cash and deposits were held in the form of term deposits. The Corporation’s only other financial instruments were its trade and other accounts receivable and its accounts payable and accrued liabilities.

All bankers’ acceptances held at June 30, 2008 carried initial maturity periods of three months or less. They are included in cash and cash equivalents and classified as held for trading, and their fair values have been estimated by the Corporation by making reference to published yields for such instruments. All term deposits held at June 30, 2008 are included in long term restricted cash, though as individual financial instruments carried initial maturity periods of one year or less. They have been classified as investments held to maturity and accordingly are carried at amortized cost using the effective interest method. Given their short term nature and low investment risk, the Corporation estimates that the carrying amounts of the term deposits approximate their fair values. The Corporation holds no derivative instruments, and has not employed any hedging activities.

Substantially all of the Corporation’s cash and cash equivalents and term deposits are held with major financial institutions in Canada such that the exposure to credit risk is considered insignificant. Those financial assets that potentially subject the Corporation to credit risk are primarily receivables, and the Corporation’s maximum credit risk exposure in respect of its receivables is represented by their carrying amount. The Corporation considers the risk of loss to be significantly mitigated due to the financial strength of the Corporation’s major customers, which include government organizations as well as substantial corporate entities.

The Corporation currently has only limited exposure to fluctuations in exchange rates between the Canadian and US dollar as significantly all of its property, plant and equipment and mineral properties are located, and significantly all of its revenue is earned, in Canada. Should the Corporation be successful in its efforts to increase the consulting services provided in the US market, its exposure to exchange rate risk would accordingly be increased.

Off-Balance Sheet Arrangements

The Corporation has no off-balance sheet arrangements.

Related Party Transactions

During the year ended June 30, 2008, the Corporation incurred technical service fees with NovaGold totaling $696,000 (2007 – $946,000), which have been capitalized to mineral properties and deferred exploration costs. NovaGold is related as it is a shareholder with significant influence over the Corporation. A total of 1,048,500 of the units issued on a non-brokered basis in the Corporation’s December 21, 2006 offering were subscribed for by NovaGold. NovaGold also held a right to back in to

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the Corporation’s Brewery Creek property, which right it permitted to expire during the year ended June 30, 2008. As at June 30, 2008, accounts payable and accrued liabilities include $58,000 (2007 – $91,000) due to NovaGold.

With respect to the Corporation’s December 11, 2007 financing, the shares issued on a non-brokered basis were subscribed for by directors and senior management of the Corporation and individuals related to NovaGold.

During the year ended June 30, 2007, the Corporation recorded $273,000 in contractors expenses and the purchase of mobile equipment from Asset Liability Management Group ULC (“ALM”), a company related to one director and one officer of the Corporation. There were no transactions with ALM during the year ended June 30, 2008.

The Corporation also incurred $97,000 during the year for rent of office space (2007 – $83,000) under an agreement with Access Field Services, a company owned by certain officers of the Corporation’s subsidiary Access. At June 30, 2008, accounts payable and accrued liabilities include $nil due to Access Field Services (June 30, 2007 – $nil).

These transactions were in the normal course of operations and are measured at the exchange amount, which is the amount established and agreed to by the related parties. The resulting accounts payable and accrued liabilities are payable currently under normal third-party trade payable terms and conditions.

Critical Accounting Estimates

The critical accounting estimates used in preparing the Corporation’s financial statements are listed below.

Mineral Properties and Related Deferred Costs

The Corporation records its interests in mineral properties at cost. Exploration expenditures relating to mineral properties that the Corporation has acquired, or has the right to acquire, are deferred and will be amortized against future production following commencement of commercial production, or written off if the properties are sold, allowed to lapse, or abandoned. Grassroots exploration expenditures, incurred prior to the Corporation acquiring or obtaining the right to acquire a mineral property, are expensed.

Management of the Corporation reviews and evaluates the carrying value of each mineral property for impairment when events or changes in circumstances indicate that the carrying amounts of the related asset may not be recoverable. If the total estimated future cash flows on an undiscounted basis are less than the carrying amount of the asset, an impairment loss is recognized and assets are written down to fair value which is normally determined using the discounted value of future cash flows. Where estimates of future net cash flows are not available and where other conditions suggest impairment, management assesses whether carrying value can be recovered by considering alternative methods of determining fair value.

Management’s estimates of mineral prices, mineral resources, and operating, capital and reclamation costs are subject to significant risks and uncertainties that may affect the determination of the recoverability of deferred mineral property costs. Although management has made its best estimate of

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these factors, it is possible that material changes could occur which may adversely affect management’s estimate of the net cash flows to be generated from its properties.

Asset Retirement Obligations

The Corporation’s asset retirement obligations (“ARO”) relate to expected reclamation and closure activities at its mineral properties. The ARO is accreted to full value over time through periodic accretion charges. Evaluations of the ARO at each mineral property are based on formal reviews which are conducted annually at a minimum and otherwise upon the occurrence of significant new events or changes in circumstances. The Corporation prepares estimates of the timing and amount of expected cash flows associated with its ARO, retaining independent advisors where considered appropriate. The carrying amount of its ARO is measured by discounting the expected cash flows using an appropriate interest rate.

At June 30, 2008, the Corporation’s only material ARO relates to reclamation and closure activities at the Brewery Creek property. These activities include site reclamation and facilities removal, and post-closure monitoring. Approximately two thirds of the Brewery Creek ARO costs pertain to post-closure monitoring expected to span roughly the next ten years, with the balance pertaining to site reclamation and facilities removal expected to be completed within the next two years. The Corporation has determined the Brewery Creek ARO based on an evaluation report prepared by independent advisors. In accordance with Canadian GAAP, the Corporation has used the various classifications of probability within that report to determine the fair value of the ARO. The report included identification of additional contingent mitigation measures that might potentially be required, assessing the likelihood of such measures being required as “possible”, “unlikely” or “very unlikely”. The ARO recorded in respect of Brewery Creek at June 30, 2008 of $814,000 sufficiently provides for all planned activities plus all contingent mitigation measures with an assessed likelihood of “possible” and “unlikely”. In the highly unlikely event that all identified contingent mitigation measures should be required, including those with an assessed likelihood of “very unlikely”, this Brewery Creek ARO would need to be increased to approximately $2.4 million.

Management’s determination of the Corporation’s ARO is based on the reclamation and closure activities it anticipates as being required, the additional contingent mitigation measures it identifies as potentially being required and its assessment of the likelihood of such contingent measures being required, and its estimate of the probable costs and timing of such activities and measures. The making of such evaluations and estimates is subject to significant inherent uncertainty. The future cash flows required to settle the Corporation’s ARO may therefore vary materially from those anticipated by the ARO currently recognized in its balance sheet, and periodic re-evaluations of that ARO may result in material changes to its balance.

During its 2006 and 2007 fiscal years, the Corporation recorded gains from the re-evaluation of the Brewery Creek ARO of $182,000 and $88,000 respectively. These gains arose partially from changes in the estimated future cash flows required to settle the ARO, and partially from realization of efficiencies from conducting reclamation activities using internal resources when under Canadian GAAP the ARO must be estimated based on third party contractor costs. The Corporation has not recorded any reevaluation gains or losses in respect of its ARO for the year ended June 30, 2008.

- 14 -


Intangible Assets

Intangible assets are recorded at cost less accumulated amortization. Amortization for patents is calculated on a straight-line basis over their estimated useful lives. The Corporation assesses the recoverability of definite life intangible assets if there are indications of impairment. In performing this analysis, management considers such factors as current results, trends and future prospects, in addition to other economic and regulatory factors. When the carrying value of an intangible asset is greater than its net recoverable value as determined on an undiscounted basis, an impairment loss is recognized to the extent that its fair value, measured as the discounted cash flows over the life of the asset, is below the asset’s carrying value. Where estimates of future net cash flows are not available and where other conditions suggest impairment, management assesses whether carrying value can be recovered.

Goodwill

Goodwill, which arose on the acquisition of Access in 2006, represents a combination of the assembled workforce and the potential benefits of management expertise and experience related to the Keno Hill project. Goodwill is not amortized. The Corporation evaluates impairment, on at least an annual basis and otherwise where events may indicate impairment, by comparing the estimated fair value of the reporting units to which goodwill was allocated to their carrying amounts.

Stock Options and Warrants

The Corporation accounts for stock options at fair value. Compensation expense for options granted is determined based on estimated fair values of the options at the time of grant using the Black-Scholes option pricing model. The cost is recognized over the vesting period of the respective options and is capitalized to mineral properties and deferred exploration costs for grants to individuals working directly on mineral projects. Warrants granted are recorded at estimated fair values using the Black-Scholes option pricing model. Determining the inputs required for option pricing models requires highly subjective assumptions including the expected price volatility and the expected life of the option or warrant. Changes in these subjective inputs can materially affect the result, and therefore any such model does not necessarily provide a reliable single measure of fair value.

Future Income Taxes

The Corporation uses the liability method of accounting for income taxes. Under this method, current income taxes are recognized for the estimated income taxes payable for the current year. Future income tax assets and liabilities are recognized for temporary differences between the tax and accounting bases of assets and liabilities as well as for the benefit of losses available to be carried forward to future years for tax purposes. Future income tax assets are evaluated and if realization is not considered more likely than not, a valuation allowance is estimated and recorded.

Changes In and Initial Adoption of Accounting Policies

Under Canadian GAAP, the Corporation has been required to adopt certain new and revised accounting standards for interim and annual financial statements relating to its 2008 fiscal year commencing July 1, 2007, pertaining to accounting changes and to financial instruments.

- 15 -


Accounting Changes

Under revised Section 1506, “Accounting Changes”, of the Canadian Institute of Chartered Accountants (“CICA”) Accounting Handbook, an accounting policy can be changed only if the change is required by a primary source of Canadian GAAP, or voluntarily if it results in the financial statements providing information that is both reliable and more relevant. Changes in accounting policies are accounted for in accordance with the specified transitional provisions where required by a primary source of Canadian GAAP, and through retrospective application if there are no transitional provisions or the change is voluntary. Disclosure is required to be made of the nature of changes in accounting policies, the adjustments made to the current and prior periods, and when voluntary the reasons for making the change. Changes in accounting estimates are to be recognized prospectively, and disclosure is required to be made of the nature and amount of such changes. Material prior period errors are to be corrected retrospectively in the first set of financial statements completed after their discovery, and disclosure is required to be made of the nature and amount of such corrected errors. The Corporation has made no voluntary changes in its accounting policies since the adoption of this revised standard.

Financial Instruments

New CICA Accounting Handbook Section 3855, “Financial Instruments – Recognition and Measurement”, prescribes when a financial asset, financial liability or non-financial derivative is to be recognized on the balance sheet, and whether fair value or cost-based measures are used to measure the recorded amounts. It also specifies how financial instrument gains and losses are to be presented. New CICA Accounting Handbook Section 3861, “Financial Instruments – Disclosure and Presentation”, specifies the disclosure and presentation standards applicable to financial instruments. The specific policy determinations made by the Corporation upon adoption of these standards are summarized in note 2(n) to the 2008 consolidated financial statements. The adoption of these standards have not required any adjustment to the Corporation’s financial statements as the carrying amounts of all financial instruments as at the beginning of the 2008 fiscal year approximated their fair values and accordingly were not remeasured.

Hedges

New CICA Accounting Handbook Section 3865, “Hedges”, is applicable when an entity chooses to designate a hedging relationship for accounting purposes. It specifies how hedge accounting is applied and what disclosures are necessary when it is applied. The adoption of this standard has had no present impact as the Corporation has not employed hedge accounting in either the 2007 or 2008 fiscal periods.

Comprehensive Income

New CICA Accounting Handbook Section 1530, “Comprehensive Income”, requires the presentation of a statement of comprehensive income and its components. Comprehensive income is the change in net assets during a period from transactions and other events and circumstances from non-owner sources, and includes both net earnings and other comprehensive income. Other comprehensive income comprises all revenues, expenses, gains and losses that are included in comprehensive income but are not recognized in net earnings, such as those resulting from changes in the fair value of financial assets classified as available for sale.

- 16 -


The Corporation has not adopted any accounting policies during this 2008 fiscal year where the adoption was voluntary or did not result from new or revised accounting standards.

The Corporation will be required to adopt the following new accounting standards under Canadian GAAP for interim and annual financial statements relating to its fiscal year commencing July 1, 2008.

Capital Disclosures

New CICA Accounting Handbook Section 1535, “Capital Disclosures”, establishes standards for disclosing information about an entity’s capital and how it is managed and requires the following disclosures:

  (A)

qualitative information about the entity’s objectives, policies and processes for managing capital;

  (B)

summary quantitative data about what it manages as capital;

  (C)

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

  (D)

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

The Corporation is still assessing the impact of the adoption of this standard.

Financial Instruments

New CICA Accounting Handbook Sections 3862, “Financial Instruments – Disclosures”, and 3863, “Financial Instruments – Presentation”, replace existing Handbook Section 3861, “Financial Instruments – Disclosure and Presentation”, revising and enhancing its disclosure requirements and carrying forward unchanged its presentation requirements. The revised and enhanced disclosure requirements are intended to enable users to evaluate the significance of financial instruments to the entity's financial position and performance, and 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 how the entity manages those risks. The Corporation is still assessing the impact of the adoption of this standard.

Inventories

New CICA Accounting Handbook Section 3031, “Inventories”, prescribes the accounting treatment for inventories and provides guidance on the determination of costs and its subsequent recognition as an expense, including any write-down to net realizable value. It also provides guidance on the cost formulas that are used to assign costs to inventories. The adoption of this standard is not expected to have a material impact on the Corporation’s financial statements as it has held no significant inventories in the past and does not anticipate holding any in the period of initial application.

For interim and annual financial statements relating to its fiscal year commencing July 1, 2009, the Corporation will be required to adopt new CICA Accounting Handbook Section 3064, “Goodwill and Intangible Assets”, replacing existing Handbook Section 3062 “Goodwill and Other Intangible Assets”. Section 3064 establishes revised standards for the recognition, measurement, presentation and disclosure

- 17 -


of goodwill and intangible assets. The Corporation has not yet determined the effect if any that the adoption of this new standard will have on its financial statements.

Furthermore, under a pronouncement issued by the Canadian Accounting Standards Board in February 2008, effective for its 2012 fiscal year the Corporation will be required to adopt International Financial Reporting Standards in replacement of Canadian GAAP, including restatement of amounts reported for comparative purposes. However, on June 27, 2008, the Canadian Securities Administrators (CSA) issued Staff Notice 52-321, “Early adoption of International Financial Reporting Standards, Use of US GAAP and References to IFRS — IASB”. This notice provided an update to the market on the CSA staff’s views relating to IFRS, including the confirmation that domestic Canadian issuers that are also registrants with the SEC in the United States should be entitled to continue to use US GAAP. Management has commenced a process of assessing the costs and benefits of a potential IFRS conversion consistent with other Canadian issuers, and expects to have developed a change-over plan no later than the end of its 2009 fiscal year.

Controls and Procedures

Disclosure Controls and Procedures

The Corporation’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the Corporation’s disclosure controls and procedures. Based upon the results of that evaluation, the Corporation’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this MD&A, the Corporation’s disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by the Corporation in reports it files under applicable securities legislation is recorded, processed, summarized and reported within the appropriate time periods and forms specified in those rules.

Internal Controls Over Financial Reporting

The management of Alexco Resource Corp. is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, the President and Chief Executive Officer and the Chief Financial Officer and effected by the Board of Directors, management and other personnel 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. It includes those policies and procedures that:

  (i)

pertain to the maintenance of records that accurately and fairly reflect, in reasonable detail, the transactions related to and dispositions of Alexco’s assets;

     
  (ii)

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that Alexco receipts and expenditures are made only in accordance with authorizations of management and Alexco’s directors; and

     
  (iii)

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Alexco assets that could have a material effect on Alexco’s financial statements.

- 18 -


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

Management assessed the effectiveness of Alexco’s internal control over financial reporting as at June 30, 2008, based on the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management has concluded that Alexco’s internal control over financial reporting was effective as at June 30, 2008.

The effectiveness of Alexco’s internal control over financial reporting as at June 30, 2008 has been audited by PricewaterhouseCoopers LLP, our independent auditors.

There has been no change in the Corporation’s internal control over financial reporting during the Corporation’s year ended June 30, 2008 that has materially affected, or is reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

Risk Factors

The following are major risk factors management has identified which relate to the Corporation’s business activities. Such risk factors could materially affect the Corporation's future financial results, and could cause events to differ materially from those described in forward-looking statements relating to the Corporation. Though the following are major risk factors identified by management, they do not comprise a definitive list of all risk factors related to the Corporation's business and operations.

Exploration and Development

Mineral exploration and development involves a high degree of risk and few properties which are explored are ultimately developed into producing mines. With respect to the Corporation’s properties, should any ore reserves exist, substantial expenditures will be required to confirm ore reserves which are sufficient to commercially mine, and to obtain the required environmental approvals and permitting required to commence commercial operations. Should any mineral resource be defined on such properties there can be no assurance that the mineral resource on such properties can be commercially mined or that the metallurgical processing will produce economically viable and saleable products. 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 technical 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 appropriate technical studies and construction of production facilities; (2) availability and costs of financing; (3) ongoing costs of production; (4) market prices for the minerals to be produced; (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.

The ability of the Corporation to sell, and profit from the sale of any eventual production from any of the Corporation’s properties will be subject to the prevailing conditions in the marketplace at the time of sale.

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Many of these factors are beyond the control of the Corporation and therefore represent a market risk which could impact the long term viability of the Corporation and its operations.

Keno Hill District

While the Corporation has conducted exploration activities in the Keno Hill district, further review of historical records and additional exploration and geological testing will be required to determine whether any of the mineral deposits it contains are economically recoverable. There is no assurance that such exploration and testing will result in favourable results. The history of the Keno Hill district has been one of fluctuating fortunes, with new technologies and concepts reviving the district numerous times from probable closure until 1989, when it did ultimately close down for a variety of economic and technical reasons. Many or all of these economic and technical issues will need to be addressed prior to the commencement of any future production on the Keno Hill properties.

Under the terms of the Subsidiary Agreement, ERDC is responsible for carrying out the environmental care and maintenance of the UKHM properties during the period required to develop and obtain acceptance and regulatory approval for the Keno Hill district closure reclamation plan, for a fixed annual fee that reduces by 15% each year until all site specific care and maintenance activities have been replaced by final reclamation activities. The Corporation could incur significant costs while undertaking such care and maintenance activities, should it take a longer period than anticipated to obtain acceptance and approval for the closure reclamation plan and commence reclamation activities.

Environmental Consulting Services

A material decline in the level of activity or reduction in industry willingness to spend capital on mine reclamation, remediation or environmental services could adversely affect demand for the Corporation's services. Likewise, a material change in mining product commodity prices, the ability of mining companies to raise capital or changes in domestic or international political, regulatory and economic conditions could adversely affect demand for the Corporation's services.

Two of the Corporation’s customers, including the Government of Yukon, accounted for a combined 58% of revenues in 2008 (45% in 2007). The loss of, or a significant reduction in the volume of business conducted with, either or both of these customers could have a significant detrimental effect on the Corporation’s environmental consulting services business.

The patents which the Corporation owns or has access to or other proprietary technology may not prevent the Corporation's competitors from developing substantially similar technology, which may reduce the Corporation's competitive advantage. Similarly, the loss of access of any of such patents or other proprietary technology or claims from third parties that such patents or other proprietary technology infringe upon proprietary rights which they may claim or hold would be detrimental to the Corporation's reclamation and remediation business.

The Corporation may not be able to keep pace with continual and rapid technological developments that characterize the market for the Corporation's mine reclamation and remediation services and the Corporation's failure to do so may result in a loss of its market share. Similarly, changes in existing regulations relating to mine reclamation and remediation activities could require the Corporation to change the way it conducts its business.

- 20 -


Environmental Risks and Other Regulatory Requirements

The current or future operations of the Corporation, including development activities, commencement of production on its properties and activities associated with the Corporation's mine reclamation and remediation business, require permits or licenses 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 and in mine reclamation and remediation activities generally experience increased costs and delays as a result of the need to comply with the applicable laws, regulations and permits. There can be no assurance that all permits which the Corporation may require for the conduct of its operations will be obtainable on reasonable terms or that such laws and regulations would not have an adverse effect on any project which the Corporation 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 or in mine reclamation and remediation activities may be required to compensate those suffering loss or damage by reason of such 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 and mine reclamation and remediation activities, or more stringent implementation thereof, could have a material adverse impact on the Corporation and cause increases in capital expenditures or production costs or reduction in levels of production at producing properties or require abandonment or delays in the development of new mining properties.

Potential Profitability Of Mineral Properties Depends Upon Factors Beyond the Control of the Corporation

The potential profitability of mineral properties is dependent upon many factors beyond the Corporation’s control. For instance, world prices of and markets for gold and silver 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 mined ore 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 the Corporation cannot predict and are beyond the Corporation’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 the Corporation.

First Nation Rights and Title

First Nation land claims in Yukon Territory remain the subject of active debate and litigation. The Keno Hill project lies within the traditional territory of the First Nation of Na-Cho Nyak Dun. There can be no

- 21 -


guarantee that the nature of land claims in Yukon Territory will not create delays in project approval, unexpected interruptions in project progress or result in additional costs to advance the project.

Title to Mineral Properties

The acquisition of title to mineral properties is a complicated and uncertain process. The properties may be subject to prior unregistered agreements of transfer or land claims, and title may be affected by undetected defects. The Corporation has taken steps, in accordance with industry standards, to verify mineral properties in which it has an interest. Although the Corporation has made efforts to ensure that legal title to its properties is properly recorded in the name of the Corporation, there can be no assurance that such title will ultimately be secured.

Capitalization and Commercial Viability

The Corporation will require additional funds to further explore, develop and mine its properties. The Corporation has limited financial resources, and there is no assurance that additional funding will be available to the Corporation to carry out the completion of all proposed activities, for additional exploration or for the substantial capital that is typically required in order to place a property into commercial production. Although the Corporation has been successful in the past in obtaining financing through the sale of equity securities, there can be no assurance that the Corporation 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.

- 22 -


EX-99.4 5 exhibit99-4.htm CERTIFICATION Filed by sedaredgar.com - Alexco Resource Corp. - Exhibit 99.4

CERTIFICATION

I, Clynton R. Nauman, certify that:

1.

I have reviewed this annual report on Form 40-F of Alexco Resource 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 annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

   
4.

The issuer’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)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer 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 issuer, 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 principles;

     
  (c)

Evaluated the effectiveness of the issuer’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 issuer’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 issuer’s internal control over financial reporting; and


5.

The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’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 issuer’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 issuer’s internal control over financial reporting.


 

  By: /s/ Clynton R. Nauman
Date: September 26, 2008  
    Clynton R. Nauman
    Chief Executive Officer


EX-99.5 6 exhibit99-5.htm CERTIFICATION Filed by sedaredgar.com - Alexco Resource Corp. - Exhibit 99.5

CERTIFICATION

I, David E. Whittle, certify that:

1.

I have reviewed this annual report on Form 40-F of Alexco Resource 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 annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

   
4.

The issuer’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)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer 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 issuer, 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 principles;

     
  (c)

Evaluated the effectiveness of the issuer’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 issuer’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 issuer’s internal control over financial reporting; and


5.

The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’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 issuer’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 issuer’s internal control over financial reporting.


 

Date: September 26, 2008 By: /s/ David E. Whittle
     
    David E. Whittle
    Chief Financial Officer


EX-99.6 7 exhibit99-6.htm CERTIFICATION Filed by sedaredgar.com - Alexco Resource Corp. - Exhibit 99.6

CERTIFICATION PURSUANT TO
18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of Alexco Resource Corp. (the “Company”) on Form 40-F for the period ended June 30, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Clynton R. Nauman, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

  (1)

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 this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


 

  September 26, 2008 /s/ Clynton R. Nauman
     
    Clynton R. Nauman
    Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to Alexco Resource Corp. and will be retained by Alexco Resource Corp. and furnished to the Securities and Exchange Commission or its staff upon request.


EX-99.7 8 exhibit99-7.htm CERTIFICATION Filed by sedaredgar.com - Alexco Resource Corp. - Exhibit 99.7

CERTIFICATION PURSUANT TO
18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of Alexco Resource Corp. (the “Company”) on Form 40-F for the period ended June 30, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David E. Whittle, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

  (1)

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 this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


 

  September 26, 2008 /s/ David E. Whittle
     
    David E. Whittle
    Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to Alexco Resource Corp. and will be retained by Alexco Resource Corp. and furnished to the Securities and Exchange Commission or its staff upon request.


EX-99.8 9 exhibit99-8.htm CONSENT OF PRICEWATERHOUSECOOPERS LLP Filed by sedaredgar.com - Alexco Resource Corp. - Exhibit 99.8

Consent of Independent Auditors

We hereby consent to the inclusion in this Annual Report on Form 40-F of Alexco Resource Corp. (“the Company”) of our auditors’ report dated September 26, 2008 on the consolidated balance sheets of the Company as at June 30, 2008 and 2007 and the consolidated statements of operations, comprehensive loss and deficit and cash flows for the year ended June 30, 2008 and 2007, which appears in an exhibit to this Annual Report on Form 40-F.

(Signed) PricewaterhouseCoopers LLP

Chartered Accountants
Vancouver, British Columbia, Canada
September 26, 2008


EX-99.10 10 exhibit99-10.htm CONSENT OF RONALD G. SIMPSON, P.GEO Filed by sedaredgar.com - Alexco Resource Corp. - Exhibit 99.10

CONSENT OF AUTHOR

September 26, 2008

VIA SEDAR

British Columbia Securities Commission
Alberta Securities Commission
Ontario Securities Commission
Toronto Stock Exchange
American Stock Exchange
United States Securities and Exchange Commission

Dear Sirs/Mesdames:

Re: Alexco Resource Corp.
  Annual Information Form dated September 26, 2008 (the "AIF")

The undersigned hereby consents to being named in the AIF and to the inclusion of references to and extracts from the report entitled "Brewery Creek Gold Project, Yukon territory, Canada" dated November 4, 2005 (the "Report") in the AIF.

I confirm that I have read the AIF, have no reason to believe that there are any misrepresentations in the information contained in the AIF that is derived from the Report or that the information contained in the AIF that is derived from the Report does not fairly and accurately represent the information in the Report, and confirm that such matters are within my knowledge as a result of the services performed by me in connection with the Report.

I hereby expressly consent to the filing of this consent with the United States Securities and Exchange Commission as part of the Company’s Annual Report on Form 40-F, filed on September 26, 2008, and any amendment thereto.

Sincerely,

/s/ Ronald G. Simpson  
Ronald G. Simpson, P.Geo., on my own behalf and on behalf of GeoSim Services Inc.


EX-99.11 11 exhibit99-11.htm CONSENT OF STANTON DODD, P.GEO Filed by sedaredgar.com - Alexco Resource Corp. - Exhibit 99.11

CONSENT OF AUTHOR

September 26, 2008

VIA SEDAR

British Columbia Securities Commission
Alberta Securities Commission
Ontario Securities Commission
Toronto Stock Exchange
American Stock Exchange
United States Securities and Exchange Commission

Dear Sirs/Mesdames:

Re: Alexco Resource Corp.
  Annual Information Form dated September 26, 2008 (the "AIF")

The undersigned hereby consents to being named as a professional person in the AIF and authorize the use of the information represented in the AIF as having been prepared by me or under my supervision.

I hereby expressly consent to the filing of this consent with the United States Securities and Exchange Commission as part of the Company’s Annual Report on Form 40-F, filed on September 26, 2008, and any amendment thereto.

Sincerely,

/s/ Stanton Dodd  
Stanton Dodd, P.Geo

EX-99.12 12 exhibit99-12.htm CONSENT OF GORDON DOERKSEN, P.ENG Filed by sedaredgar.com - Alexco Resource Corp. - Exhibit 99.12

CONSENT OF AUTHOR

September 26, 2008

VIA SEDAR

British Columbia Securities Commission
Alberta Securities Commission
Ontario Securities Commission
Toronto Stock Exchange
American Stock Exchange
United States Securities and Exchange Commission

Dear Sirs/Mesdames:

Re: Alexco Resource Corp.
  Annual Information Form dated September 26, 2008 (the "AIF")

The undersigned hereby consents to being named in the AIF and to the inclusion of references to and extracts from the report entitled "Bellekeno Preliminary Economic Assessment Technical Report" dated June 30, 2008 (the "Report") in the AIF.

I confirm that I have read the AIF, have no reason to believe that there are any misrepresentations in the information contained in the AIF that is derived from the Report or that the information contained in the AIF that is derived from the Report does not fairly and accurately represent the information in the Report, and confirm that such matters are within my knowledge as a result of the services performed by me in connection with the Report.

I hereby expressly consent to the filing of this consent with the United States Securities and Exchange Commission as part of the Company’s Annual Report on Form 40-F, filed on September 26, 2008, and any amendment thereto.

Sincerely,

/s/ Gordon Doerksen  
Gordon Doerksen

EX-99.13 13 exhibit99-13.htm CONSENT OF G. DAVID KELLER, P.GEO Filed by sedaredgar.com - Alexco Resource Corp. - Exhibit 99.13

CONSENT OF AUTHOR

September 26, 2008

VIA SEDAR

British Columbia Securities Commission
Alberta Securities Commission
Ontario Securities Commission
Toronto Stock Exchange
American Stock Exchange
United States Securities and Exchange Commission

Dear Sirs/Mesdames:

Re: Alexco Resource Corp.
  Annual Information Form dated September 26, 2008 (the "AIF")

The undersigned hereby consents to being named in the AIF and to the inclusion of references to and extracts from the report entitled "Bellekeno Preliminary Economic Assessment Technical Report” dated June 30, 2008 (the "Report") in the AIF.

I confirm that I have read the AIF, have no reason to believe that there are any misrepresentations in the information contained in the AIF that is derived from the Report or that the information contained in the AIF that is derived from the Report does not fairly and accurately represent the information in the Report, and confirm that such matters are within my knowledge as a result of the services performed by me in connection with the Report.

I hereby expressly consent to the filing of this consent with the United States Securities and Exchange Commission as part of the Company’s Annual Report on Form 40-F, filed on September 26, 2008, and any amendment thereto.

Sincerely,

/s/ G. David Keller  
G. David Keller, P.Geo

EX-99.14 14 exhibit99-14.htm CONSENT OF JOE SEDLACEK, P.ENG Filed by sedaredgar.com - Alexco Resource Corp. - Exhibit 99.14

CONSENT OF AUTHOR

September 26, 2008

VIA SEDAR

British Columbia Securities Commission
Alberta Securities Commission
Ontario Securities Commission
Toronto Stock Exchange
American Stock Exchange
United States Securities and Exchange Commission

Dear Sirs/Mesdames:

Re: Alexco Resource Corp.
  Annual Information Form dated September 26, 2008 (the "AIF")

The undersigned hereby consents to being named in the AIF and to the inclusion of references to and extracts from the report entitled "Bellekeno Preliminary Economic Assessment Technical Report" dated June 30, 2008 (the "Report") in the AIF.

I confirm that I have read the AIF, have no reason to believe that there are any misrepresentations in the information contained in the AIF that is derived from the Report or that the information contained in the AIF that is derived from the Report does not fairly and accurately represent the information in the Report, and confirm that such matters are within my knowledge as a result of the services performed by me in connection with the Report.

I hereby expressly consent to the filing of this consent with the United States Securities and Exchange Commission as part of the Company’s Annual Report on Form 40-F, filed on September 26, 2008, and any amendment thereto.

Sincerely,

/s/ Josef Sedlacek  
Josef Sedlacek

EX-99.15 15 exhibit99-15.htm CONSENT OF HASSAN GHAFFARI, P.ENG Filed by sedaredgar.com - Alexco Resource Corp. - Exhibit 99.15

CONSENT OF AUTHOR

September 26, 2008

VIA SEDAR

British Columbia Securities Commission
Alberta Securities Commission
Ontario Securities Commission
Toronto Stock Exchange
American Stock Exchange
United States Securities and Exchange Commission

Dear Sirs/Mesdames:

Re: Alexco Resource Corp.
  Annual Information Form dated September 26, 2008 (the "AIF")

The undersigned hereby consents to being named in the AIF and to the inclusion of references to and extracts from the report entitled "Bellekeno Preliminary Economic Assessment Technical Report" dated June 30, 2008 (the "Report") in the AIF.

I confirm that I have read the AIF, have no reason to believe that there are any misrepresentations in the information contained in the AIF that is derived from the Report or that the information contained in the AIF that is derived from the Report does not fairly and accurately represent the information in the Report, and confirm that such matters are within my knowledge as a result of the services performed by me in connection with the Report.

I hereby expressly consent to the filing of this consent with the United States Securities and Exchange Commission as part of the Company’s Annual Report on Form 40-F, filed on September 26, 2008, and any amendment thereto.

Sincerely,

/s/ Hassan Ghaffari  
Hassan Ghaffari, P.Eng

EX-99.16 16 exhibit99-16.htm CONSENT OF DIANE LISTER, P.ENG Filed by sedaredgar.com - Alexco Resource Corp. - Exhibit 99.16

CONSENT OF AUTHOR

September 26, 2008

VIA SEDAR

British Columbia Securities Commission
Alberta Securities Commission
Ontario Securities Commission
Toronto Stock Exchange
American Stock Exchange
United States Securities and Exchange Commission

Dear Sirs/Mesdames:

Re: Alexco Resource Corp.
  Annual Information Form dated September 26, 2008 (the "AIF")

The undersigned hereby consents to being named in the AIF and to the inclusion of references to and extracts from the report entitled "Bellekeno Preliminary Economic Assessment Technical Report" dated June 30, 2008 (the "Report") in the AIF.

I confirm that I have read the AIF, have no reason to believe that there are any misrepresentations in the information contained in the AIF that is derived from the Report or that the information contained in the AIF that is derived from the Report does not fairly and accurately represent the information in the Report, and confirm that such matters are within my knowledge as a result of the services performed by me in connection with the Report.

I hereby expressly consent to the filing of this consent with the United States Securities and Exchange Commission as part of the Company’s Annual Report on Form 40-F, filed on September 26, 2008, and any amendment thereto.

Sincerely,

/s/ Diane Lister  
Diane Lister, P.Eng

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-----END PRIVACY-ENHANCED MESSAGE-----