Exhibit 99.2
 MANAGEMENTS DISCUSSION AND ANALYSIS
As at June 21, 2011
  Forward-Looking Statements
  OVERVIEW
   1




---



##### 



Recent Developments
  QUEBEC, NEWFOUNDLAND AND LABRADOR PROJECTS
 Strange Lake Rare Earth Project
  Current Work
 see
  HREO/TREO%BZ11098
    
    
    13.30
    
    
    
    30.18
    
    
    
    16.88
    
    
    
    1.6823
    
    
    
    0.7142
    
    
    
    0.9681
    
    
    
    57.55BZ11098
    
    
    16.00
    
    
    
    22.25
    
    
    
    6.25
    
    
    
    2.8199
    
    
    
    1.2148
    
    
    
    1.6051
    
    
    
    56.92BZ11098
    
    
    18.00
    
    
    
    22.25
    
    
    
    4.25
    
    
    
    3.1268
    
    
    
    1.4662
    
    
    
    1.6607
    
    
    
    53.11BZ11098
    
    
    69.77
    
    
    
    93.79
    
    
    
    24.02
    
    
    
    1.1877
    
    
    
    0.6203
    
    
    
    0.5676
    
    
    
    47.79BZ11098
    
    
    74.53
    
    
    
    82.84
    
    
    
    8.31
    
    
    
    1.4926
    
    
    
    0.6495
    
    
    
    0.8432
    
    
    
    56.49BZ11099
    
    
    10.80
    
    
    
    154.00
    
    
    
    143.20
    
    
    
    1.1640
    
    
    
    0.6801
    
    
    
    0.4839
    
    
    
    41.57BZ11099
    
    
    15.50
    
    
    
    80.15
    
    
    
    64.65
    
    
    
    1.5021
    
    
    
    0.8540
    
    
    
    0.6480
    
    
    
    43.14BZ11099
    
    
    15.50
    
    
    
    25.77
    
    
    
    10.27
    
    
    
    1.6853
    
    
    
    0.8516
    
    
    
    0.8337
    
    
    
    49.47BZ11099
    
    
    62.05
    
    
    
    80.15
    
    
    
    18.10
    
    
    
    2.5166
    
    
    
    1.4123
    
    
    
    1.1044
    
    
    
    43.88BZ11099
    
    
    66.80
    
    
    
    80.15
    
    
    
    13.35
    
    
    
    3.0781
    
    
    
    1.7652
    
    
    
    1.3130
    
    
    
    42.66BZ11099
    
    
    71.52
    
    
    
    74.95
    
    
    
    3.43
    
    
    
    4.6349
    
    
    
    2.9814
    
    
    
    1.6535
    
    
    
    35.67
 2




---



##### 



From
    
    
    
    
    
    Length
    
    
    
    
    
    
    
    
    
    
    
    
    
    HREO/TREOBorehole
    
    (m)
    
    To (m)
    
    (m)
    
    TREO%
    
    LREO%
    
    HREO%
    
    %BZ11100
    
    
    25.20
    
    
    
    110.55
    
    
    
    85.35
    
    
    
    1.3412
    
    
    
    0.6112
    
    
    
    0.7300
    
    
    
    54.43BZ11100
    
    
    26.60
    
    
    
    32.00
    
    
    
    5.40
    
    
    
    3.7813
    
    
    
    0.8822
    
    
    
    2.8992
    
    
    
    76.67BZ11100
    
    
    65.78
    
    
    
    67.18
    
    
    
    1.40
    
    
    
    2.1325
    
    
    
    1.0477
    
    
    
    1.0843
    
    
    
    50.84BZ11100
    
    
    76.50
    
    
    
    85.50
    
    
    
    9.00
    
    
    
    1.7791
    
    
    
    1.1513
    
    
    
    0.6276
    
    
    
    35.28BZ11100
    
    
    77.69
    
    
    
    81.53
    
    
    
    3.84
    
    
    
    2.3222
    
    
    
    1.5205
    
    
    
    0.8016
    
    
    
    34.52BZ11100
    
    
    107.68
    
    
    
    110.55
    
    
    
    2.87
    
    
    
    1.2652
    
    
    
    0.4878
    
    
    
    0.7771
    
    
    
    61.42BZ11104
    
    
    13.57
    
    
    
    26.40
    
    
    
    12.83
    
    
    
    1.9534
    
    
    
    0.6252
    
    
    
    1.3283
    
    
    
    68.00BZ11104
    
    
    17.40
    
    
    
    21.50
    
    
    
    4.10
    
    
    
    3.6694
    
    
    
    0.9564
    
    
    
    2.7130
    
    
    
    73.94BZ11105
    
    
    17.90
    
    
    
    75.00
    
    
    
    57.10
    
    
    
    1.1069
    
    
    
    0.6208
    
    
    
    0.4862
    
    
    
    43.92BZ11106
    
    
    20.30
    
    
    
    72.15
    
    
    
    51.85
    
    
    
    1.1341
    
    
    
    0.5790
    
    
    
    0.5552
    
    
    
    48.95BZ11106
    
    
    37.78
    
    
    
    41.00
    
    
    
    3.22
    
    
    
    1.8113
    
    
    
    0.8188
    
    
    
    0.9925
    
    
    
    54.80BZ11106
    
    
    58.20
    
    
    
    67.00
    
    
    
    8.80
    
    
    
    1.9321
    
    
    
    0.8282
    
    
    
    1.1039
    
    
    
    57.14BZ11106
    
    
    60.00
    
    
    
    66.00
    
    
    
    6.00
    
    
    
    2.2393
    
    
    
    0.8995
    
    
    
    1.3398
    
    
    
    59.83BZ11107
    
    
    21.06
    
    
    
    42.05
    
    
    
    20.99
    
    
    
    1.4306
    
    
    
    0.7247
    
    
    
    0.7060
    
    
    
    49.35BZ11107
    
    
    21.06
    
    
    
    71.70
    
    
    
    50.64
    
    
    
    1.2862
    
    
    
    0.6836
    
    
    
    0.6027
    
    
    
    46.86BZ11107
    
    
    26.70
    
    
    
    42.05
    
    
    
    15.35
    
    
    
    1.6011
    
    
    
    0.8074
    
    
    
    0.7937
    
    
    
    49.58BZ11107
    
    
    26.70
    
    
    
    27.88
    
    
    
    1.18
    
    
    
    4.8694
    
    
    
    2.1941
    
    
    
    2.6748
    
    
    
    54.93BZ11107
    
    
    65.05
    
    
    
    71.70
    
    
    
    6.65
    
    
    
    2.4287
    
    
    
    1.2755
    
    
    
    1.1535
    
    
    
    47.49BZ11108
    
    
    10.99
    
    
    
    77.00
    
    
    
    66.01
    
    
    
    1.0874
    
    
    
    0.5842
    
    
    
    0.5032
    
    
    
    46.27BZ11108
    
    
    10.99
    
    
    
    15.90
    
    
    
    4.91
    
    
    
    1.4102
    
    
    
    0.6088
    
    
    
    0.8017
    
    
    
    56.85BZ11108
    
    
    39.00
    
    
    
    40.10
    
    
    
    1.10
    
    
    
    1.7850
    
    
    
    0.6180
    
    
    
    1.1670
    
    
    
    65.38BZ11108
    
    
    59.86
    
    
    
    75.00
    
    
    
    15.14
    
    
    
    1.4897
    
    
    
    0.7013
    
    
    
    0.7884
    
    
    
    52.92BZ11108
    
    
    65.90
    
    
    
    69.00
    
    
    
    3.10
    
    
    
    2.9755
    
    
    
    1.2584
    
    
    
    1.7167
    
    
    
    57.70BZ11109
    
    
    15.83
    
    
    
    137.00
    
    
    
    121.17
    
    
    
    1.1999
    
    
    
    0.6891
    
    
    
    0.5109
    
    
    
    42.58BZ11109
    
    
    70.12
    
    
    
    97.00
    
    
    
    26.88
    
    
    
    2.0917
    
    
    
    0.9933
    
    
    
    1.0985
    
    
    
    52.52BZ11109
    
    
    79.00
    
    
    
    86.00
    
    
    
    7.00
    
    
    
    2.8862
    
    
    
    1.3327
    
    
    
    1.5536
    
    
    
    53.83BZ11109
    
    
    79.00
    
    
    
    92.70
    
    
    
    13.70
    
    
    
    3.2009
    
    
    
    1.5191
    
    
    
    1.6818
    
    
    
    52.54BZ11109
    
    
    88.00
    
    
    
    92.70
    
    
    
    4.70
    
    
    
    4.6932
    
    
    
    2.3022
    
    
    
    2.3908
    
    
    
    50.94BZ11110
    
    
    87.23
    
    
    
    101.55
    
    
    
    14.32
    
    
    
    1.4462
    
    
    
    0.6385
    
    
    
    0.8078
    
    
    
    55.86BZ11110
    
    
    87.23
    
    
    
    94.68
    
    
    
    7.45
    
    
    
    1.7548
    
    
    
    0.7228
    
    
    
    1.0324
    
    
    
    58.83BZ11110
    
    
    92.78
    
    
    
    94.68
    
    
    
    1.90
    
    
    
    2.5817
    
    
    
    0.9560
    
    
    
    1.6261
    
    
    
    62.99BZ11117
    
    
    23.70
    
    
    
    72.00
    
    
    
    48.30
    
    
    
    1.1770
    
    
    
    0.8491
    
    
    
    0.3280
    
    
    
    27.87BZ11117
    
    
    23.70
    
    
    
    42.00
    
    
    
    18.30
    
    
    
    1.4011
    
    
    
    1.0451
    
    
    
    0.3562
    
    
    
    25.42BZ11117
    
    
    40.69
    
    
    
    42.00
    
    
    
    1.31
    
    
    
    2.2360
    
    
    
    1.6370
    
    
    
    0.5990
    
    
    
    26.79BZ11117
    
    
    70.00
    
    
    
    72.00
    
    
    
    2.00
    
    
    
    1.9020
    
    
    
    1.6660
    
    
    
    0.2370
    
    
    
    12.46
 3




---



##### 



Where: TREO=Total Rare Earth Oxides includes Y 2 O 3 =yttrium oxide (*) ,
La 2 O 3 =lanthanum
oxide (*) , Ce 2 O 3 =cerium oxide (*) ,
Pr 2 O 3 =praseodymium oxide (*) ,
Nd 2 O 3 =neodymium oxide (*) , Sm 2 O 3 =samarium oxide,
Eu 2 O 3 =europium oxide,
Gd 2 O 3 =gadolinium oxide,
Tb 2 O 3 =terbium oxide (*) ,
Dy 2 O 3 =dysprosium oxide (*) ,
Ho 2 O 3 =holmium oxide,
Er 2 O 3 =erbium oxide, Tm 2 O 3 =thulium oxide (*) ,
Yb 2 O 3 =ytterbium oxide,
Lu 2 O 3 =lutetium oxide (*) ; LREO=light rare earth oxides, includes La 2 O 3 =lanthanum oxide,
Ce 2 O 3 =cerium oxide,
Pr 2 O 3 =praseodymium oxide,
Nd 2 O 3 =neodymium oxide,
Sm 2 O 3 =samarium oxide ; HREO=heavy rare earth oxides, includes Y 2 O 3 =yttrium oxide,
Eu 2 O 3 =europium oxide,
Gd 2 O 3 =gadolinium oxide,
Tb 2 O 3 =terbium oxide,
Dy 2 O 3 =dysprosium oxide,
Ho 2 O 3 =holmium oxide,
Er 2 O 3 =erbium oxide,
Tm 2 O 3 =thulium oxide,
Yb 2 O 3 =ytterbium oxide,
Lu 2 O 3 =lutetium oxide. The principal REO at the B-Zone are depicted by an
asterisk (*) .
 Figure 1  Geological and Winter Diamond Drilling Compilation Map, B-Zone REE Deposit,
Strange Lake Project, Quebec
 
  Future Exploration
  4




---



##### 



Misery Lake Rare Earth Project, Quebec and Newfoundland and Labrador
  Current Work
   Alterra- Strange Lake Option Property Agreement, Newfoundland and Labrador
    5




---



##### 



Current Work
 see
  HREO/TREO%ALT11001
    
    
    2.00
    
    
    
    84.00
    
    
    
    82.00
    
    
    
    0.49
    
    
    
    0.30
    
    
    
    0.19
    
    
    
    38.75ALT11001
    
    
    2.00
    
    
    
    34.00
    
    
    
    32.00
    
    
    
    0.31
    
    
    
    0.20
    
    
    
    0.12
    
    
    
    37.04ALT11001
    
    
    29.35
    
    
    
    39.50
    
    
    
    10.15
    
    
    
    0.72
    
    
    
    0.41
    
    
    
    0.31
    
    
    
    42.72ALT11001
    
    
    34.00
    
    
    
    84.00
    
    
    
    50.00
    
    
    
    0.60
    
    
    
    0.37
    
    
    
    0.24
    
    
    
    39.32ALT11001
    
    
    34.12
    
    
    
    38.67
    
    
    
    4.55
    
    
    
    1.03
    
    
    
    0.58
    
    
    
    0.45
    
    
    
    43.99ALT11002
    
    
    4.92
    
    
    
    77.23
    
    
    
    72.31
    
    
    
    0.84
    
    
    
    0.34
    
    
    
    0.49
    
    
    
    58.97ALT11002
    
    
    11.48
    
    
    
    57.45
    
    
    
    45.97
    
    
    
    1.13
    
    
    
    0.42
    
    
    
    0.71
    
    
    
    62.65ALT11002
    
    
    19.03
    
    
    
    43.00
    
    
    
    23.97
    
    
    
    1.78
    
    
    
    0.60
    
    
    
    1.18
    
    
    
    66.46ALT11002
    
    
    22.00
    
    
    
    36.74
    
    
    
    14.74
    
    
    
    2.37
    
    
    
    0.70
    
    
    
    1.67
    
    
    
    70.38ALT11002
    
    
    22.00
    
    
    
    24.00
    
    
    
    2.00
    
    
    
    2.59
    
    
    
    0.92
    
    
    
    1.67
    
    
    
    64.41ALT11002
    
    
    28.26
    
    
    
    32.77
    
    
    
    4.51
    
    
    
    4.37
    
    
    
    0.96
    
    
    
    3.41
    
    
    
    77.99ALT11002
    
    
    38.58
    
    
    
    42.00
    
    
    
    3.42
    
    
    
    1.10
    
    
    
    0.64
    
    
    
    0.46
    
    
    
    41.95ALT11002
    
    
    56.30
    
    
    
    57.45
    
    
    
    1.15
    
    
    
    2.01
    
    
    
    0.73
    
    
    
    1.28
    
    
    
    63.68ALT11003
    
    
    1.03
    
    
    
    81.58
    
    
    
    80.55
    
    
    
    0.58
    
    
    
    0.36
    
    
    
    0.23
    
    
    
    38.71ALT11003
    
    
    1.03
    
    
    
    26.28
    
    
    
    25.25
    
    
    
    0.69
    
    
    
    0.45
    
    
    
    0.24
    
    
    
    34.16ALT11003
    
    
    33.53
    
    
    
    40.25
    
    
    
    6.72
    
    
    
    1.11
    
    
    
    0.58
    
    
    
    0.53
    
    
    
    47.74ALT11003
    
    
    33.53
    
    
    
    61.55
    
    
    
    28.02
    
    
    
    0.72
    
    
    
    0.40
    
    
    
    0.32
    
    
    
    44.44ALT11003
    
    
    48.52
    
    
    
    53.62
    
    
    
    5.10
    
    
    
    1.15
    
    
    
    0.71
    
    
    
    0.44
    
    
    
    38.50ALT11003
    
    
    58.61
    
    
    
    58.96
    
    
    
    0.35
    
    
    
    1.61
    
    
    
    0.60
    
    
    
    1.02
    
    
    
    63.04ALT11003
    
    
    61.30
    
    
    
    61.55
    
    
    
    0.25
    
    
    
    2.07
    
    
    
    0.70
    
    
    
    1.37
    
    
    
    66.14
 Where: TREO=Total Rare Earth Oxides ,
includes Y 2 O 3 =yttrium
oxide (*) , La 2 O 3 =lanthanum oxide (*) ,
 Ce 2 O 3 =cerium
oxide (*) , Pr 2 O 3 =praseodymium oxide (*) ,
Nd 2 O 3 =neodymium oxide (*) , Sm 2 O 3 =samarium oxide,
Eu 2 O 3 =europium oxide,

Gd 2 O 3 =gadolinium oxide,
Tb 2 O 3 =terbium oxide (*) ,
 Dy 2 O 3 =dysprosium oxide (*) ,
Ho 2 O 3 =holmium oxide,
Er 2 O 3 =erbium oxide,
Tm 2 O 3 =thulium
oxide (*) , Yb 2 O 3 =ytterbium oxide,
Lu 2 O 3 =lutetium
 oxide (*) ; LREO=light rare earth oxides, includes
La 2 O 3 =lanthanum oxide,
 Ce 2 O 3 =cerium
 oxide, Pr 2 O 3 =praseodymium oxide,
 Nd 2 O 3 =neodymium oxide,
 Sm 2 O 3 =samarium oxide ; HREO=heavy rare earth oxides, includes
Y 2 O 3 =yttrium oxide,
Eu 2 O 3 =europium oxide,
Gd 2 O 3 =gadolinium oxide,
Tb 2 O 3 =terbium oxide,
Dy 2 O 3 =dysprosium oxide,
Ho 2 O 3 =holmium oxide,
Er 2 O 3 =erbium oxide,
Tm 2 O 3 =thulium oxide,
Yb 2 O 3 =ytterbium oxide,
Lu 2 O 3 =lutetium oxide. The
principal REO on the Alterra property are depicted by an asterisk (*) .
 6




---



##### 



Figure 2  Alterra/Search Minerals Option Property Location Map, Western Labrador
 
 Figure 3  Alterra/Search Minerals Option Property Compilation and Drillhole Location Map,
Western Labrador
 
 7




---



##### 



Future Exploration Activities
  Ramusio Rare Earth Project, Quebec and Newfoundland and Labrador
   Future Exploration Activities
  Nanuk Uranium Project, Quebec
 0.041% U3O8 over 7.35m.
 Future Exploration Activities
  Plaster Rock Uranium and Copper Project, New Brunswick
  Current Work
  8




---



##### 



Future Exploration Activities
  Other Projects, Quebec, Newfoundland and Labrador, Ontario and New Brunswick
  Qualified Persons
  9




---



##### 



Summary of Quarterly Results
  2011
    


    2010


    
    2009Q2
    
    Q1
    
    Q4
    
    Q3
    
    Q2
    
    Q1
    
    Q4
    
    Q3$
    
    $
    
    $
    
    $
    
    $
    
    $
    
    $
    
    $Revenues
    
    
    167,812
    
    
    
    153,304
    
    
    
    3,291
    
    
    
    2,514
    
    
    
    1,137
    
    
    
    5,026
    
    
    
    352
    
    
    
    221Net loss
    
    
    (1,067,883
    )
    
    
    (7,550,716
    )
    
    
    (2,166,765
    )
    
    
    (363,830
    )
    
    
    (1,719,227
    )
    
    
    (427,194
    )
    
    
    (872,072
    )
    
    
    (631,656
    )Basic and fully
diluted net loss
per share
    
    
    (0.02
    )
    
    
    (0.13
    )
    
    
    (0.05
    )
    
    
    (0.01
    )
    
    
    (0.04
    )
    
    
    (0.01
    )
    
    
    (0.03
    )
    
    
    (0.02
    )
 Dividend
Policy
  Results of Operations
 Three-month period ended April 30, 2011 compared with three-month period ended April 30, 2010
     
    
    Professional fees increased by $263,602 to $333,346 ($69,744  2010) and consisted of
higher legal fees of $106,844 and accounting fees of $96,414 related mainly to the
Corporations audit and professional costs associated with the filing of a Form 40-F and an
application to allow for the listing and trading of its common shares in the United States.
Consulting and Other fees rose by $60,344 due to the significant increase in activities of
the Corporation during 2011 compared to 2010.
    
    Investor relations expenses totaled $456,746 for the three-month period ended April 30,
2011 compared to $189,862 for the three-month period ended April 30, 2010. The net
increase of $266,884 related to higher investor relations activities, international
marketing initiatives and shareholders communication and corporate development expenses.
The major variations
 10




---



##### 



included: an increase in Stock transfer and listing fees of $84,670 to
$100,144 ($15,474  2010); an increase of $210,318 in Advertising, promotion,
conferences, printing, investor relation fees and dissemination of material and related expenses to $308,514 ($98,196 
2010) offset by a decrease of $28,104 to $48,088 ($76,192  2010) in costs related to
Quests annual meeting, including the printing and mailing of the annual report, proxy and
information circular, regulatory fees and quarterly reports to shareholders.
    
    Administration expenses decreased by $851,866 to $412,870 for the three-month period
ended April 30, 2011 from $1,264,736 for the three-month period ended April 30, 2010. The
main components of this variation consisted of an increase of $42,172 in administrative
salaries and wage levies to $55,714 ($13,542  2010); an increase in Head Office expenses
of $7,041 to $11,541 ($4,500  2010); an increase in other office expenses of $4,332 to
$10,074 ($5,742  2010); an increase in Directors and Officers liability insurance
expenses of $2,215 to $5,838 ($3,623  2010); an increase in Education and training
expenses of $11,985 to $22,704 ($10,719  2010) offset by a decrease of $919,611 in
Stock-based compensation costs to $306,999 ($1,226,610  2010). The costs related to
Stock-based compensation for the three-month period ended April 30, 2011 totaled $880,481
($1,448,966  2010) and consisted of $573,482 ($222,356  2010) which was included in
Mining properties and deferred costs and $306,999 ($1,226,610  2010) which was included
in Administration expenses. The significant decrease in Stock-based compensation costs
resulted from the number of stock options granted and their applicable Black Scholes cost
calculations.
    Six-month period ended April 30, 2011 compared with six-month period ended April 30, 2010
  11




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##### 




    
    Professional fees increased by $439,821 to $552,865 ($113,044  2010) and consisted of
higher legal fees of $151,950 and accounting fees of $177,053 related mainly to the
Corporations audit and professional costs associated with the prospective listing and
trading of its common shares in the United States. Consulting and Other fees rose by
$110,818 due to the significant increase in activities of the Corporation during 2011
compared to 2010.
    
    Investor relations expenses totaled $747,766 for the six-month period ended April 30,
2011 compared to $334,842 for the six-month period ended April 30, 2010. The net increase
of $412,924 related to higher investor relations activities, international marketing
initiatives and shareholders communication and corporate development expenses. The major
variations included: an increase in Stock transfer and listing fees of $104,622 to $124,073
($19,451  2010) and an increase of $330,179 in Advertising, promotion, conferences,
printing, investor relation fees and dissemination of material and related expenses to
$568,462 ($238,283  2010) offset by a decrease of $21,877 to $55,231 ($77,108  2010) in
costs related to Quests annual meeting, including the printing and mailing of the annual
report, proxy and information circular, regulatory fees and quarterly reports to
shareholders.
    
    Administration expenses increased by $5,790,375 to $7,309,051 for the six-month period
ended April 30, 2011 from $1,518,676 for the six-month period ended April 30, 2010. The
main component of this variation consisted of an increase of $5,716,757 in Stock-based
compensation costs to $7,120,932 ($1,404,175  2010). The costs related to Stock-based
compensation for the six-month period ended April 30, 2011 totaled $8,254,697 ($1,631,995 -
2010) and consisted of $1,133,765 ($227,820  2010) which was included in Mining
properties and deferred costs and $7,120,932 ($1,404,175  2010) which was included in
Administration expenses. The significant increase in Stock-based compensation costs was as
a result of the significant increase in the price of the Corporations shares, the number
of stock options granted, as well as the expected volatility. Other variations included an
increase of $47,936 in administrative salaries and wage levies to $100,866 ($52,930 
2010); an increase in Head Office expenses of $18,218 to $27,218 ($9,000  2010); an
increase in other office expenses of $11,136 to $26,726 ($15,590  2010); an increase in
Directors and Officers liability insurance expenses of $3,167 to $10,510 ($7,343  2010)
offset by a decrease in Education and training expenses of $6,839 to $22,799 ($29,638 -
2010).
  12




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##### 



ADMINISTRATION EXPENSES
  Three-month period
    
    Six-month periodended April 30
    
    ended April 302011
    
    2010
    
    2011
    
    2010$
    
    $
    
    $
    
    $Office ExpensesSalaries
    
    
    55,714
    
    
    
    13,542
    
    
    
    100,866
    
    
    
    52,930Education and Training
    
    
    22,704
    
    
    
    10,719
    
    
    
    22,799
    
    
    
    29,638Insurance
    
    
    5,838
    
    
    
    3,623
    
    
    
    10,510
    
    
    
    7,343Head Office
    
    
    11,541
    
    
    
    4,500
    
    
    
    27,218
    
    
    
    9,000Office Supplies and Other
    
    
    8,045
    
    
    
    5,152
    
    
    
    22,296
    
    
    
    14,099Bank Charges
    
    
    970
    
    
    
    326
    
    
    
    2,005
    
    
    
    1,069Foreign Exchange
    
    
    1,059
    
    
    
    264
    
    
    
    2,425
    
    
    
    422Stock-based Compensation
    
    
    306.999
    
    
    
    1,226,610
    
    
    
    7,120,932
    
    
    
    1,404,175412,870
    
    
    
    1,264,736
    
    
    
    7,309,051
    
    
    
    1,518,676
 Liquidity and Capital Resources
  13




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##### 



Six-month period ended April 30, 2011 compared with six-month period ended April 30, 2010
     Commitments
  Off-Balance Sheet Arrangements
  Income Taxes
   14




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##### 



Related Party Transactions
    CAPITAL STOCK
 a)
    
    The authorized and issued capital stock of the Corporation consists of the following:Authorized:An unlimited number of no par value common shares
 Numberof Shares
    
    Amount#
    
    $Issued:Balance at beginning, October 31, 2010
    
    
    57,568,506
    
    
    
    55,110,324Issuance of shares for warrants
    
    
    1,628,528
    
    
    
    8,076,048Issuance of shares for stock options
    
    
    359,999
    
    
    
    347,738Balance at April 30, 2011
    
    
    59,557,033
    
    
    
    63,534,110Issuance of shares for warrants
    
    
    570,982
    
    
    
    3,988,939Issuance of shares for stock options
    
    
    231,669
    
    
    
    290,469Issuance of shares on acquisition of mining properties
    
    
    15,000
    
    
    
    28,305Balance at end, June 21, 2011
    
    
    60,374,684
    
    
    
    67,841,823
 15




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##### 



CAPITAL STOCK (Contd)
 b) Stock option plan
 WeightedAverageNumber of
    
    ExerciseOptions
    
    Price#
    
    $Balance at beginning October 31, 2010
    
    
    3,260,002
    
    
    
    1.50Granted
    
    
    2,275,000
    
    
    
    4.72Exercised
    
    
    (359,999
    )
    
    
    0.51Balance at April 30, 2011
    
    
    5,175,003
    
    
    
    2.98Exercised
    
    
    (231,669
    )
    
    
    0.70Balance at end, June 21, 2011
    
    
    4,943,334
    
    
    
    3.09
 The fair value of stock options granted during the six-month period ended April 30, 2011 was
estimated at their respective grant dates using the Black-Scholes option pricing model,
using the following weighted average assumptions:
 2011Risk-free interest rate
    
    
    1.88
    %Expected volatility
    
    
    150
    %Dividend yield
    

    NilExpected life (in years)
    
    
    4.87Fair value at grant date
    
    $
    4.19
 c) Warrants
 AverageNumber of
    
    ExerciseWarrants
    
    Price#
    
    $Balance at beginning October 31, 2010
    
    
    6,814,995
    
    
    
    4.56Exercised
    
    
    (1,628,528
    )
    
    
    3.83Balance at April 30, 2011
    
    
    5,186,467
    
    
    
    4.79Exercised
    
    
    (570,982
    )
    
    
    5.00Balance at end, June 21, 2011
    
    
    4,615,485
    
    
    
    4.76
 16




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##### 



Financial Instruments
     Critical Accounting Estimates
  Changes in Accounting Policies
  International Financial Reporting Standards (IFRS)
  17




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##### 



Risk Factors
     18




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##### 



Managements Responsibility for Financial Reporting
   (Signed) Peter J. Cashin 
President & Chief Executive Officer
    
    (Signed) Mark Schneiderman
Chief Financial Officer
 19