UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549



FORM 20-F

OCTOBER 15, 2009



REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934ORXANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934FOR THE FISCAL YEAR ENDEDAPRIL 30, 2009ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934ORSHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934DATE OF EVENT REQUIRING THIS SHELL COMPANY REPORTFOR THE TRANSITION PERIOD FROM ______________ TO _________________COMMISSION FILE NUMBER:0-28792CanAlaska Uranium Ltd.(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)Not Applicable(TRANSLATION OF REGISTRANTS NAME INTO ENGLISH)British Columbia, Canada(JURISDICTION OF INCORPORATION OR ORGANIZATION)1020- 625 Howe Street, Vancouver, B.C. V6C 2T6(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)SECURITIES REGISTERED OR TO BE REGISTERED PURSUANT TO SECTION 12 (b) OF THE ACT.TITLE OF EACH CLASSNAME ON EACH EXCHANGE ON WHICH REGISTEREDNoneNot ApplicableSECURITIES REGISTERED OR TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT.Common Shares Without Par Value(TITLE OF CLASS)SECURITIES FOR WHICH THERE IS A REPORTING OBLIGATION PURSUANT
TO SECTION 15(d) OF THE ACT.None




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(TITLE OF CLASS)INDICATE THE NUMBER OF OUTSTANDING SHARES OF EACH OF THE ISSUERS CLASSES OF CAPITAL OR COMMON SHARES AS OF THE CLOSE OF THE PERIOD COVERED BY THE ANNUAL REPORT.143,660,414 SharesIndicate by check mark whether the registrant is a well known seasoned issuer, as defined in Rule 405 of the Securities Act.YESNOXIf this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.YESNOXNote  Checking the box above will not relieve any registrant required to filed reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.YESXNOIndicate by check mark whether the registrant has submitted electronically and posted on its Corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the proceeding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES   ________________      NO         ________X_______

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or non-accelerated filer.  See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act (Check one):Large accelerated filerAccelerated filerNon-accelerated filerXIndicate by check mark which financial statement item the registrant has elected to follow.XItem 17Item 18If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of this Exchange Act).YESNOX(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)Indicate by check mark whether the registrant has filed all documents and reports to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.YESNOX




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TABLE OF CONTENTSPage



Glossary of Mining Terms

6

PART I



ITEM 1

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

10



ITEM 2.

OFFER STATISTICS AND EXPECTED TIMETABLE

10



ITEM 3.

KEY INFORMATION

10

A.

Selected Financial Data

10

B.

Capitalization and Indebtedness

13

C.

Reasons for the Offer and Use of Proceeds

13

D.

Risk Factors

13



ITEM 4.

INFORMATION ON THE COMPANY

15

A.

History and Development of the Company

15

B.

Business Overview

15

C.

Organizational Structure

16

D.

Property Plant and Equipment

17



1.

CREE EAST PROJECT, SASKATCHEWAN

18

2.

WEST MCARTHUR PROJECT, SASKATCHEWAN

19

3.

POPLAR PROJECT, SASKATCHEWAN

20

4.

FOND DU LAC PROJECT, SASKATCHEWAN

21

5.

BLACK LAKE PROJECT, SASKATCHEWAN

21



6.

GREASE RIVER PROJECT, SASKATCEWAN

22

7.

CREE WEST PROJECT, SASKATCHEWAN

22

8.

KEY LAKE, PROJECT, SASKATCHEWAN

23

9.

COLLINS BAY EXTENSION PROJECT, SASKATCHEWAN

24

10.

HELMER PROJECT, SASKATCHEWAN

24



11.

LAKE ATHABASCA PROJECT, SASKATCHEWAN

24

12. NE WOLLASTON PROJECT, MANITOBA

25

13.

MCTAVISH PROJECT, SASKATCHEWAN

25

14.

OTHER PROJECTS

26



ITEM 5.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

27

A.

Operating Results

27

Change in Accounting Policy

27

Results of Operations - Consolidated Statement of Loss, Comprehensive Loss and

Deficit for the twelve months ending April 30, 2009, 2008 and 2007

28

Narrative discussion of operating results for the twelve months

ending April 30, 2009, 2008 and 2007

28

B.

Liquidity and Capital Resources

30

C.

Research and Development, Patents and Licenses, etc.

31

D.

Trend Information

32

E.

Off-Balance Sheet Arrangements

32

F.

Tabular Disclosure of Contractual Obligations

32

G.

Safe Harbor

32



ITEM 6.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

33

A.

Directors and Senior Management

33

B.

Compensation

35

C.

Board Practices  Mandate of the Board of Directors

42

D.

Employees

45

E.

Share Ownership

45





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ITEM 7.

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

47

A.

Major Shareholders

47

B.

Related Party Transactions

47

C.

Interests of Experts and Counsel

48



ITEM 8.

FINANCIAL INFORMATION

48

A.

Consolidated Statements and Other Financial Information

48

B.

Significant Changes

48



ITEM 9.

THE OFFER AND LISTING

48

A.

Offer and Listing Details

48

B.

Plan of Distribution

48

C.

Markets

48

D.

Selling Shareholders

48

E.

Dilution

48

F.

Expenses of the Issue

49



ITEM 10.

ADDITIONAL INFORMATION

49

A.

Share Capital

49

B.

Memorandum and Articles of Association

50

C.

Material Contracts

50

D.

Exchange Controls

50

E.

Taxation

50

F.

Dividends and Paying Agents

56

G.

Statements by Experts

56

H.

Documents on Display

56

I.

Subsidiary Information

57



ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

57



ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

57



PART II



ITEM 13.

DEFAULTS, DIVIDEND ARREARS AND DELINQUENCIES

57



ITEM 14.

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS

AND USE OF PROCEEDS

57



ITEM 15.

CONTROLS AND PROCEDURES

57



ITEM 16.

[ RESERVED ]

58



ITEM 16A.

AUDIT COMMITTEE FINANCIAL EXPERT

58



ITEM 16B.

CODE OF ETHICS

58



ITEM 16C.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

59



ITEM 16D.

EXEMPTIONS FROM THE LISTING STANDARES FOR AUDIT COMMITTEES

59



ITEM 16E.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER

AND AFFILIATED PURCHASERS

59



ITEM 16F.

CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT

59



ITEM 16G

CORPORATE GOVERNANCE

59





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PART III



ITEM 17.

CONSOLIDATED FINANCIAL STATEMENTS

59



ITEM 18.

CONSOLIDATED FINANCIAL STATEMENTS

59



ITEM 19.

EXHIBITS - attachments



A - Consolidated Financial Statements and Notes thereto dated April 30, 2009

B - Management Discussion and Analysis of Financial Condition and Results of Operations

Dated August 27, 2009

C  Audit Committee Charter

D  Code of Ethics

E  Corporate Governance Policy

F - Exhibits



SIGNATURES

61

Certifications

62

Exhibit 1

64

Exhibit 2

65

Exhibit 3

66





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GLOSSARY OF MINING TERMS



The following are abbreviations and definitions of terms commonly used in the mining industry and this Annual Statement:



|                             |                                                                                                                                                                                                                                                                                                                             | 
|---------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|Aeromagnetic survey          | A geophysical survey using a magnetometer aboard, or towed behind, an aircraft.                                                                                                                                                                                                                                            
|Au                           | The chemical symbol for gold.                                                                                                                                                                                                                                                                                              
|Anomaly                      | Any departure from the norm which may indicate the presence of mineralization in the underlying bedrock.                                                                                                                                                                                                                   
|Anorthosite                  | Light grey to almost black variety of gabbro, made up of plagioclase with a mafic content of less than 10%.                                                                                                                                                                                                                
|Aphebian                     | Period of time in the Earths history between 2.5 and 1.8 billion years ago.                                                                                                                                                                                                                                               
|Archean                      | Period of time in the Earths history between 3.8 and 2.5 billion years ago.                                                                                                                                                                                                                                               
|Assay                        | A chemical test performed on a sample of ores or core to determine the amount of valuable metals contained.                                                                                                                                                                                                                
|Assessment Work              | The amount of work, specified by mining law, that must be performed each year in order to retain legal control of mining claims.                                                                                                                                                                                           
|Athabasca Basin              | The region located in northern Saskatchewan province, Canada hosting the worlds richest uranium deposits and all of Canadas producing uranium mines.  The basin is approximately 400 km across east/west and 150 km north/south.  Its geology is characterized by metasedimentary bedrock overlain by younger sandstones.
|Audio-Magnetotellurics (AMT) | An geophysical method that measures the Earths varying electric and magnetic fields.                                                                                                                                                                                                                                      
|Basin                        | In geology a round or oval depression in the Earth's surface, containing younger rock in its central part.                                                                                                                                                                                                                 
|Batholith                    | A large mass of igneous rock extending to great depth with its upper portion dome-like in shape. Similar, smaller masses of igneous rocks are known as bosses or plugs.                                                                                                                                                    
|Breccia                      | A rock in which angular fragments are surrounded by a mass of fine-grained minerals.                                                                                                                                                                                                                                       
|CVV                          | Stock symbol for CanAlaska Uranium Ltd. on the TSX.V Exchange                                                                                                                                                                                                                                                              
|Chalcopyrite                 | A sulphide mineral of copper and iron; the most important ore mineral of copper.                                                                                                                                                                                                                                           
|Channel Sample               | A sample composed of pieces of vein or mineral deposit that have been cut out of a small trench or channel, usually about 10 cm wide and 2 cm deep.                                                                                                                                                                        
|Chip Sample                  | A method of sampling a rock exposure whereby a regular series of small chips of rock is broken off along a line across the face.                                                                                                                                                                                           
|Claim                        | An area marked on a map or the ground, where the Government has given current mineral title to the registered owner. Holder usually has the right to carry out mineral exploration and apply to mine on the located area.                                                                                                  
|Cretaceous                   | The third and latest of the periods in the Mesozoic Era.                                                                                                                                                                                                                                                                   
|Diamond Drill                | A rotary type of rock drill that cuts a core of rock that is recovered in long cylindrical sections, 2 cm or more in diameter.                                                                                                                                                                                             



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|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                  | 
|------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|Dickite                   | Dickite is a polymorphic alumino-silicate clay that is formed from hydrothermal environments.                                                                                                                                                                                                                                                                                                                                   
|Diorite                   | An intrusive igneous rock composed chiefly of plagioclase, hornblende, biotite or pyroxene.                                                                                                                                                                                                                                                                                                                                     
|Dravite                   | A complex sodium/magnesium/aluminum/boron silicate formed from hydrothermal environments.                                                                                                                                                                                                                                                                                                                                       
|EM Survey                 | A geophysical survey method which measures the electromagnetic properties of rocks.                                                                                                                                                                                                                                                                                                                                             
|Exploration               | Prospecting, sampling, mapping, diamond drilling and other work involved in searching for ore.                                                                                                                                                                                                                                                                                                                                  
|Fault                     | Fracture in the Earths crust, along which there has been displacement of the sides relative to one another parallel to the fracture.                                                                                                                                                                                                                                                                                           
|Gabbro                    | A dark, coarse-grained intrusive igneous rock.                                                                                                                                                                                                                                                                                                                                                                                  
|Geophysical Surveys       | The use of one or more geophysical techniques in geophysical exploration.                                                                                                                                                                                                                                                                                                                                                       
|Grab Samples              | A sample of rock or sediment taken more or less indiscriminately at any place.                                                                                                                                                                                                                                                                                                                                                  
|Gravity Gradient Survey   | A geophysical method used to map and mathematically model underground fault structures based on measurements of the gravity of rocks.                                                                                                                                                                                                                                                                                           
|Gneiss                    | Layered granite-like rock.                                                                                                                                                                                                                                                                                                                                                                                                      
|Gossan                    | An iron-oxide rich weathered product overlying a sulphide deposit.                                                                                                                                                                                                                                                                                                                                                              
|Granite                   | A coarse-grained intrusive igneous rock consisting of quartz, feldspar and mica.                                                                                                                                                                                                                                                                                                                                                
|Gpt, or g/t               | Grams per tonne.                                                                                                                                                                                                                                                                                                                                                                                                                
|Hydrothermal Alteration   | Rock alteration simply means changing the mineralogy of the rock.  The old minerals are replaced by new ones because there has been a change in the conditions.  These changes could be changes in temperature, pressure, or chemical conditions or any combination of these.  Hydrothermal alteration is a change in the mineralogy as a result of interaction of the rock with hot water fluids, called hydrothermal fluids.
|Hydrothermal Fluids       | Hydrothermal fluids cause hydrothermal alteration of rocks by passing (hot) water fluids through the rocks and changing their composition by adding or removing or redistributing components.  Temperatures can range from weakly elevated to boiling.  Fluid composition is extremely variable.  They may contain various types of gases, salts (briney fluids), water, and metals.                                            
|Illite                    | Illite is a layered alumino-silicate clay that is formed from hydrothermal environments.                                                                                                                                                                                                                                                                                                                                        
|Induced Polarization (IP) | A geophysical survey method which measures the electrochemical properties of rocks.  Time domain IP methods measure the voltage decay or chargeability over a specified time interval after the induced voltage is removed.  Frequency domain IP methods use alternating currents (AC) to induce electric charges in the subsurface, and the apparent resistivity is measured at different AC frequencies.                      
|g/t Au                    | Grams per tonne gold.                                                                                                                                                                                                                                                                                                                                                                                                           
|Kimberlite                | A blue/grey igneous rock which contains olivine, serpentine, calcite and silica.                                                                                                                                                                                                                                                                                                                                                
|Km                        | A measure of distance known as a kilometre.                                                                                                                                                                                                                                                                                                                                                                                     



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|                   |                                                                                                                                                                                            | 
|------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 
|Leach              | To dissolve from a rock. For example, when acidic water passes through fractured rocks, soluble minerals leach or dissolve from the rocks.                                                
|Lode               | Zone of metal veins.                                                                                                                                                                      
|Mb                 | The chemical symbol for molybdenum.                                                                                                                                                       
|Mg                 | The chemical symbol for magnesium.                                                                                                                                                        
|Mafic              | Igneous rocks with dark minerals.                                                                                                                                                         
|Max-Min EM         | A specific type of electromagnetic geophysical survey.                                                                                                                                    
|Mesozoic Era       | One of the grand divisions of geologic time, follows the Paleaozoic and succeeded by the Cenozoic.                                                                                        
|Metallurgy         | The study of extracting metals from their ores.                                                                                                                                           
|Mineralization     | The concentration of metals and their chemical compounds within a body of rock.                                                                                                           
|Ni                 | The chemical symbol for nickel.                                                                                                                                                           
|NSR                | Net Smelter Returns.  A royalty paid from the sale of mined minerals.                                                                                                                     
|Opt                | Ounce per ton.                                                                                                                                                                            
|Ore                | A natural aggregate of one or more minerals, which at a specified time and place, may be mined and sold at a profit, or which from some part may be profitably separated.                 
|Oz                 | A measure of weight known as an ounce.                                                                                                                                                    
|Placer             | A deposit of sand and gravel containing valuable metals such as gold, tin or diamonds.                                                                                                    
|Proterozoic        | Period of time in Earths history between 2.5 billion years ago and 544 million years ago.                                                                                                
|Ppm                | Parts per million.                                                                                                                                                                        
|Pyrite             | A yellow iron sulphide mineral, normally of little value. It is sometimes referred to as "fool's gold".                                                                                   
|Radiometric dating | The calculation of an age in years of geologic materials by any one of several age determination methods based on nuclear decay of natural radioactive elements contained in the material.
|Sample             | A small portion of rock or a mineral deposit taken so that the metal content can be determined by assaying.                                                                               
|Sampling           | Selecting a fractional but representative part of a mineral deposit for analysis.                                                                                                         
|Shear or shearing  | The deformation of rocks by lateral movement along innumerable parallel planes, generally resulting from pressure and producing such metamorphic structures as cleavage and schistosity.  
|Strike             | The coarse or bearing of a bed or layer of rock.                                                                                                                                          
|Tailings           | Material rejected from a mill after most of the recoverable valuable minerals have been extracted.                                                                                        
|Th                 | The chemical symbol for thorium.                                                                                                                                                          
|U                  | The chemical symbol for uranium.                                                                                                                                                          



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|                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 
|-------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|U3O8                       | Uranium oxide. The mixture of uranium oxides produced after milling uranium ore from a mine.  Sometimes loosely called yellowcake.  It is yellow in colour and is usually represented by the empirical formula U3O8. Uranium is sold in this form.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Unconformity               | A boundary separating two or more rocks of markedly different ages, marking a gap in the geologic record.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Unconformity Deposit Model | The theoretical model for the characterization of major uranium deposits located in the Athabasca Basin.  Deposition/concentration of high-grade unconformity uranium deposits are thought to result from the chemical interaction of dissolved uranium present in water-saturated sediments above the unconformity with reducing gases and fluids generated from significant hydrothermal activity emanating from below the unconformity.  High-grade uranium deposits have been observed to occur at, above, and/or below the unconformity.

Many unconformity-type deposits are marked by the surrounding presence of sandstone and basement rocks that have also been chemically-altered due to hydrothermal activity.  These larger rock alteration zones represent the primary targets for uranium explorers as the altered physical properties of the rocks can be detected via various airborne and land-based geophysical survey methods.  In addition, the presence of geological fault structures is highly-correlated with high-grade uranium deposition, with the fault structures likely acting as the conduits for the upwelling of hydrothermal fluids.
|Uraninite                  | A mineral consisting of uranium oxide and trace amounts of radium and thorium and polonium and lead and helium; uraninite in massive form is called pitchblende which is the chief uranium ore.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Vein                       | A fissure, fault or crack in a rock filled by minerals that have traveled upwards from some deep source.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Volcanic rocks             | Igneous rocks formed from magma that has flowed out or has been violently ejected from a volcano.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          









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PART I



ITEM 1.



IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS



This Form 20F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this item.



ITEM 2.

OFFER STATISTICS AND EXPECTED TIMETABLE



This Form 20F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this item.



ITEM 3.

KEY INFORMATION



A.

Selected Financial Data



CanAlaska Uranium Ltd. (CanAlaska or the Company) has been in the business of exploring for various minerals since 1985 and has not generated operating revenues.  The following table sets forth, for the periods and the dates indicated selected financial and operating data for the Company.  This information should be read in conjunction with the Company's Consolidated Financial Statements and Notes thereto (Exhibit A) and "Management's Discussion and Analysis of Financial Condition and Results of Operations" (Exhibit B) included elsewhere herein.  The selected financial data provided below are not necessarily indicative of the future results of operations or financial performance of the Company.  To date, the Company has not paid any dividends on the common shares and it does not expect to pay dividends in the foreseeable future.



The Consolidated Financial Statements of the Company have been prepared in accordance with generally accepted accounting principles accepted in Canada ("Canadian GAAP").  There are material differences between Canadian GAAP and the generally accepted accounting principles accepted in the United States ("U.S. GAAP") as applied to the Company including disclosure items.  For a comparison of these differences, refer to Note No. 20 to the April 30, 2009 Audited Consolidated Financial Statements.







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Selected Financial Data

Canadian GAAP (in Canadian Dollars) for the Fiscal Year Ended April 30

$000s20092008200720062005AssetsCash6,3397,37610,0766,7482,935Other Non-current Assets1,2723,0033,7551,146483Mineral Properties39,13331,66118,37010,7073,463Other Assets1,1441,5981,006221190Total Assets47,88843,63833,20718,8227,071LiabilitiesCurrent Liabilities1,1942,6191,33327897Future Income Tax Liability1,3411,445946--Non-controlling Interest7,6003,600---Shareholders EquityCommon Shares56,18354,07948,86436,56125,084Contributed Surplus7,9405,3923,1531,243822Accumulated Other Comprehensive Income9166---Deficit(26,379)(23,663)(21,089)(19,260)(18,932)Revenues-----Expensed Exploration Costs1,0088991,571169539Other Expenses2,8152,4471,4311,5951,907Loss before income taxes3,8233,3463,0021,7642,446Future income tax recovery(1,107)(772)(1,173)(1,436)(534)Loss for the year2,7162,5741,8293281,912Unrealized loss on available-for-sale securities157360---Comprehensive loss for the year2,8732,9341,8293281,912Weighted Avg.# of Shares Outstanding137,160117,04386,92055,63333,357Net Loss Per Share0.020.020.020.010.06




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Selected Financial Data

U.S. GAAP (in Canadian Dollars) for the Fiscal Year Ended April 30

000s20092008200720062005AssetsCash6,3397,37610,0764,1492,001Restricted Cash---2,599934Other Non-current Assets1,2723,0034,2811,653583Mineral Properties583529485303240Other Assets1,1441,5981,006221190Total Assets9,33812,50615,8488,9253,948LiabilitiesCurrent Liabilities1,1942,6191,33427897Future Income Tax Liability-----Non-controlling Interest7,6003,600---Shareholders EquityCommon Shares62,21959,24752,91838,53125,618Contributed Surplus8,3835,8353,5951,6861,265Accumulated Other Comprehensive Income9166526507100Deficit(70,067)(58,961)(42,525)(32,077)(23,132)Revenues-----Expensed Exploration Costs8,42614,1469,0527,3501,882Other Expenses2,6802,2891,3961,5951,907Loss before income taxes11,10616,43510,4488,9453,789Future income tax recovery-----Loss for the year11,10616,43510,4488,9453,789Unrealized loss (gain) on available-for-sale securities157360(20)(407)341Comprehensive loss for the year11,26316,79510,4288,5384,130Weighted Avg.# of Shares Outstanding137,160117,04386,92055,63333,357Net Loss Per Share0.080.140.120.160.11






12





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B.

Capitalization and Indebtedness



This Form 20F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this item.



C.

Reasons for the Offer and Use of Proceeds



This Form 20F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this item.



D.

Risk Factors



The Company is engaged in the exploration of mineral properties, an inherently risky business. There is no assurance that funds spent on the exploration and development of a mineral deposit will result in the discovery of an economic ore body. Most exploration projects do not result in the discovery of commercially mineable ore deposits.



(1)

Commodity Prices



The profitability of the Companys operations will be dependent upon the market price of mineral commodities. Mineral prices fluctuate widely and are affected by numerous factors beyond the control of the Company. The prices of mineral commodities have fluctuated widely in recent years. Current and future price declines could cause commercial production to be impracticable. The Companys future revenues and earnings also could be affected by the prices of other commodities such as fuel and other consumable items, although to a lesser extent than by the price of mineral commodities.



(2)

Competition



The mining industry is intensely competitive in all of its phases, and the Company competes with many companies possessing greater financial resources and technical facilities than itself with respect to the discovery and acquisition of interests in mineral properties, the recruitment and retention of qualified employees and other persons to carry out its mineral exploration activities. Competition in the mining industry could adversely affect the Companys prospects for mineral exploration in the future.



(3)

Foreign Political Risk

The Companys material property interests are currently located in Canada, USA and New Zealand. An insignificant portion of the Companys interests are exposed to various degrees of political, economic and other risks and uncertainties. The Companys operations and investments may be affected by local political and economic developments, including expropriation, nationalization, invalidation of government orders, permits or agreements pertaining to property rights, political unrest, labour disputes, limitations on repatriation of earnings, limitations on mineral exports, limitations on foreign ownership, inability to obtain or delays in obtaining necessary mining permits, opposition to mining from local, environmental or other non-governmental organizations, government participation, royalties, duties, rates of exchange, high rates of inflation, price controls, exchange controls, currency fluctuations, taxation and changes in laws, regulations or policies as well as by laws and policies of Canada affecting foreign trade, investment and taxation.



(4)

Government Laws, Regulation and Permitting



Mining and exploration activities of the Company are subject to both domestic and foreign laws and regulations governing prospecting, development, production, taxes, labour standards, occupational health, mine safety, waste disposal, toxic substances, the environment and other matters. Although the Company believes that all exploration activities are currently carried out in accordance with all applicable rules and regulations, no assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail production or development. Amendments to current laws and regulations governing the operations and activities of the Company or more stringent implementation thereof could have a substantial adverse impact on the Company.



The operations of the Company will require licenses and permits from various governmental authorities to carry out exploration and development at its projects. In Canada, the issuance of governmental licenses and permits are



13





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increasingly being influenced by land use consultations between the government and local First Nations communities. There can be no assurance that the Company will be able to obtain the necessary licences and permits on acceptable terms, in a timely manner or at all. Any failure to comply with permits and applicable laws and regulations, even if inadvertent, could result in the interruption or closure of operations or material fines, penalties or other liabilities.



(4)

Title to Properties



Acquisition of rights to the mineral properties is a very detailed and time-consuming process. Title to, and the area of, mineral properties may be disputed. Although the Company has investigated the title to all of the properties for which it holds concessions or other mineral leases or licenses or in respect of which it has a right to earn an interest, the Company cannot give an assurance that title to such properties will not be challenged or impugned.



The Company has the right to earn an increased economic interest in certain of its properties. To earn this increased interest, the Company is required to make certain exploration expenditures and payments of cash and/or Company shares. If the Company fails to make these expenditures and payments, the Company may lose its right to such properties and forfeit any funds expended up to such time.



(5)

Estimates of Mineral Resources



The mineral resource estimates used by the Company are estimates only and no assurance can be given that any particular level of recovery of minerals will in fact be realized or that an identified resource will ever qualify as a commercially mineable (or viable) deposit which can be legally or commercially exploited. In addition, the grade of mineralization ultimately mined may differ from that indicated by drilling results and such differences could be material.



(6)

Cash Flows and Additional Funding Requirements

The Company has limited financial resources, no sources of operating cash flows and no assurances that sufficient funding, including adequate financing, will be available. If the Companys exploration programs are successful, additional funds will be required in order to complete the development of its projects. The sources of funds currently available to the Company are the raising of equity capital, further financing from the Companies strategic partners, or the offering of an ownership interest in its projects to a third party. There is no assurance that the Company will be successful in raising sufficient funds to conduct further exploration and development of its projects or to fulfill its obligations under the terms of any option or joint venture agreements, in which case the Company may have to delay or indefinitely postpone further exploration and development, or forfeit its interest in its projects or prospects.



(7)

Key Management

The success of the Company will be largely dependent upon the performance of its key officers, consultants and employees. Locating mineral deposits depends on a number of factors, not the least of which is the technical skill of the exploration personnel involved. The success of the Company is largely dependent on the performance of its key individuals. Failure to retain key individuals or to attract or retain additional key individuals with necessary skills could have a materially adverse impact upon the Companys success.



(9)

Volatility of Share Price

Market prices for shares of early stage companies are often volatile. Factors such as announcements of mineral discoveries, financial results, and other factors could have a significant effect on the price of the Companys shares and the amount of financing that can be raised by the Company.



(10)

Foreign Currency Exchange

A small portion of the Companys expenses are now incurred in foreign currencies. The Companys business will be subject to risks typical of an international business including, but not limited to, differing tax structures, regulations and restrictions and general foreign exchange rate volatility. Fluctuations in the exchange rate between the Canadian dollar and such other currencies may have a material effect on the Companys business, financial condition and results of operations and could result in downward price pressure for the Companys products or losses from currency exchange rate fluctuations. The Company does not actively hedge against foreign currency fluctuations.



14





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(11)

Conflict of Interest



Some of the Companys directors and officers are directors and officers of other natural resource or mining-related companies.  These associations may give rise from time to time to conflicts of interest.  As a result of such conflict, the Company may miss the opportunity to participate in certain transactions.

(12)

Forward Looking Information

Forward-looking information is included in this Form 20-F, which involves known and unknown risks, uncertainties and other factors that may cause actual results, performance, achievements or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information.  Forward-looking information is identified by the use of terms and phrases such as anticipate, believe, could, estimate, expect, intend, may, plan, predict, project, will, would, and similar terms and phrases, including references to assumptions.  Such information may involve, but are not limited to, comments with respect to strategies, expectations, planned operations or future actions.

Forward-looking information reflects current expectations of management regarding future events and operating performance as of the date of this Annual Report.  Such information involves significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved.  A number of factors could cause actual results to differ materially from the results discussed in the forward-looking information, including, but not limited to, the following factors (as discussed above): industry; commodity prices; competition; foreign political risk; government laws; regulation and permitting; title to properties; estimates of mineral resources; cash flows and additional funding requirements; key management; possible dilution to present and prospective shareholders; material risk of dilution presented by large number of outstanding share purchase options and warrants; trading volume; volatility of share price; foreign currency risk; and conflict of interest.

Although the forward-looking information contained in this Annual Report is based upon what the Companys management believes to be reasonable assumptions, the Company cannot assure investors that actual results will be consistent with such information.  Forward-looking information reflects managements current beliefs and is based on information currently available to the Company.  Such information reflects current assumptions regarding future events and operating performance including, without limitation, a strong global demand for mineral commodities, continued funding and continued strength in the industry in which the Company operates, and speaks only as of the date of this discussion.  The forward-looking information is made as of the date of this Annual Report.



ITEM 4.  INFORMATION ON THE COMPANY



A.

History and Development of the Company



The Company was incorporated on May 22, 1985 under the laws of the Province of British Columbia, Canada under the name Canadian Gravity Recovery Group Ltd.  On June 14, 1985, the Company changed its name to CanAlaska Resources Ltd.  On September 15, 1993, the Company consolidated its share capital on a four for one basis and changed its name to International CanAlaska Resources Ltd.  On October 19, 1999 the Company consolidated its share capital on a five for one basis and changed its name to CanAlaska Ventures Ltd.  The Company was transitioned under the Business Corporations Act on September 24, 2004.  The Company changed its name to CanAlaska Uranium Ltd. on October 11, 2006.  The registered office is #1020  625 Howe Street, Vancouver, B.C., V6C 2T6, CANADA.  The companys host agent in the United States is Incorp Services Inc., 375 N. Stephanie Street, Suite 1411, Henderson, Nevada 89014-8909, USA.



B.

Business Overview



The Company currently has over 23 projects and in fiscal 2009 spent $11.6 million in fiscal 2009 on exploration costs in the Athabasca Basin. Of these expenditures, over 32% ($3.7 million) was spent on the Cree East project that was funded through the Companys strategic relationship with the Korean Consortium. A further 19% ($2.2 million) of the exploration dollars were spent by Mitsubishi on the West McArthur project. $1.7 million (or 15% of total expenditures) was spent on the Poplar project, of which $1.5 million was reimbursed by Mega Uranium prior to termination of an option agreement. An MOU with ERI has now replaced the Mega Uranium option agreement. The Company has spent $1.6 million and $0.8 million of its own funds in advancing both the Fond Du Lac and Black Lake projects respectively.



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The Company had also spent $1.0 million on its Grease River project, of which $0.3 million was reimbursed by Uranium Prospects prior to the termination of the option agreement.



The following table summarizes the Companys expenditures in the Athabasca Basin over the last eight quarters.  The reimbursements figures in the table do not include the contributions from our Korean Partners on Cree East.



|                                    |           |            |         |         |         |         |       |        |         |        
|----------------------------------- | --------- | ---------- | ------- | ------- | ------- | ------- | ----- | ------ | ------- | -------
|($000's)
Total Deferred Exploration | Quarterly | Year Ended
|Q108                                | Q208      | Q308       | Q408    | Q109    | Q209    | Q309    | Q409  | Apr-08 | Apr-09 
|Camp Cost & Operations              | 1,529     | 2,232      | 482     | 1,805   | 415     | 488     | 338   | 663    | 6,048   | 1,904  
|Drilling                            | 1,175     | 783        | 202     | 1,457   | 157     | 1,239   | 58    | 1,759  | 3,617   | 3,213  
|General & Admin                     | 70        | 200        | 481     | 1,586   | 185     | 745     | 113   | 442    | 2,337   | 1,485  
|GeoChemistry                        | 151       | 643        | 127     | 124     | 89      | 166     | 77    | 75     | 1,045   | 407    
|Geology                             | 125       | 788        | 268     | 304     | 682     | 521     | 235   | 328    | 1,485   | 1,766  
|GeoPhysics                          | 611       | 2,162      | 1,245   | 1,662   | 322     | 658     | 205   | 457    | 5,680   | 1,642  
|Other                               | 262       | 709        | 168     | 355     | 145     | 146     | 568   | 342    | 1,494   | 1,201  
|Gross Expenditures                  | 3,923     | 7,517      | 2,973   | 7,293   | 1,995   | 3,963   | 1,594 | 4,066  | 21,706  | 11,618 
|Reimbursement                       | (1,736)   | (2,855)    | (1,775) | (1,461) | (1,474) | (1,233) | (468) | (710)  | (7,827) | (3,885)
|Net Expenditures                    | 2,187     | 4,662      | 1,198   | 5,832   | 521     | 2,730   | 1,126 | 3,356  | 13,879  | 7,733  



C.

Organizational Structure

The Company is the sole shareholder of CanAlaska Resources Ltd. USA, a Nevada corporation, CanAlaska West McArthur Uranium Ltd., Ravenstone Resources Ltd., Golden Fern Resources Limited, New Zealand, and also holds 70% of CanAlaska Korea Uranium Ltd., Canada-Korea Uranium Limited Partnership and holds a 72% interest in the Rise and Shine Joint Venture, New Zealand, as of April 30, 2009.



The Company is the sole shareholder of CanAlaska Resources Ltd. USA. The Companys agent in the host country is Incorp Services, Inc., 375 N. Stephanie Street, Suite 1411, Henderson, Nevada 89014-8909, USA.



The Company has a wholly-owned subsidiary, CanAlaska West McArthur Uranium Ltd., incorporated on March 15, 2007 under the laws of the Province of British Columbia, Canada.



The Company has a wholly-owned subsidiary, Poplar Uranium Limited, incorporated as Ravenstone Resources Limited on October 15, 2007 and changed its name to Poplar Uranium Limited on August 13, 2009.



The Company owns 100% of a New Zealand subsidiary, Golden Fern Resources Limited.  Golden Fern Resources Limited was incorporated in New Zealand under the Companies Act 1993 on August 15, 2002 as Dunedin Goldfields Limited and changed its name to CanAlaska Ventures NZ Limited on the July 23, 2004 and further changed its name to Golden Fern Resources Limited on May 17, 2005.



The Company holds a 70% interest in both CanAlaska Korea Uranium Ltd. and Canada-Korea Uranium Limited Partnership as at April 30, 2009.  CanAlaska Korea Uranium Ltd. was incorporated on July 4, 2007 in the Province of British Columbia, Canada.  Canada-Korea Uranium Limited Partnership was registered under Section 51 of the Partnership Act of British Columbia, Canada on the December 14, 2007, as amended September 4, 2008.



The Companys registered and executive office is located at #1020  625 Howe Street, Vancouver, British Columbia, Canada, V6C 2T6, telephone number +1-604.688.3211.  The Company is a reporting issuer in the Province of British Columbia, Alberta, Ontario and Labrador and Newfoundland, Canada.  The Company is extra-provincially registered in Canada in the provinces of Labrador and Newfoundland, Saskatchewan, Manitoba and Alberta.













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D.

Property, Plant and Equipment

[canalaska20f101609001.jpg]



|                 |                          |                                |                      |       |                   |                      |                      |       
|---------------- | ------------------------ | ------------------------------ | -------------------- | ----- | ----------------- | -------------------- | -------------------- | ------
|                 | 2009 Fiscal Expenditures | Life to Date - April  30, 2009
|Project ($000s) | Acquisition Costs        | Deferred Exploration           | Writeoffs/
Reimburse | Total | Acquisition Costs | Deferred Exploration | Writeoffs/
Reimburse | Total 
|Cree East        | -                        | 3,706                          | -                    | 3,706 | -                 | 7,936                | -                    | 7,936 
|West McArthur    | 13                       | 2,210                          | (2,015)              | 208   | 65                | 12,138               | (9,743)              | 2,460 
|Poplar           | -                        | 1,744                          | (1,497)              | 247   | 166               | 3,033                | (2,940)              | 259   
|Fond du Lac      | 29                       | 1,524                          | -                    | 1,553 | 120               | 1,737                | -                    | 1,857 
|Black Lake       | 29                       | 804                            | -                    | 833   | 143               | 1,049                | -                    | 1,192 
|Grease River     | -                        | 978                            | (271)                | 707   | 118               | 2,594                | (1,909)              | 803   
|Cree West        | -                        | 52                             | (52)                 | -     | 40                | 1,070                | (1,110)              | -     
|Key Lake         | -                        | 51                             | (50)                 | 1     | 24                | 1,012                | (1,035)              | 1     
|NE Wollaston     | -                        | 75                             | -                    | 75    | 16                | 6,571                | -                    | 6,587 
|Helmer           | -                        | 136                            | -                    | 136   | 64                | 4,656                | -                    | 4,720 
|Lake Athabasca   | 8                        | 112                            | -                    | 120   | 112               | 5,772                | -                    | 5,884 
|Alberta          | -                        | 39                             | -                    | 39    | 11                | 2,301                | -                    | 2,312 
|Hodgson          | -                        | 6                              | -                    | 6     | 44                | 1,200                | -                    | 1,244 
|Arnold           | -                        | 11                             | -                    | 11    | 35                | 1,237                | -                    | 1,272 
|Other Athabasca  | 53                       | 38                             | -                    | 91    | 236               | 3,431                | (1,570)              | 2,097 
|Other interests  | 20                       | 240                            | (521)                | (261) | 398               | 1,334                | (1,223)              | 509   
|Total            | 152                      | 11,726                         | (4,406)              | 7,472 | 1,592             | 57,071               | (19,530)             | 39,133



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The Company's principal mineral properties and claims are situated in the Canadian provinces of Saskatchewan, Alberta, and Manitoba, with additional properties in Labrador and Newfoundland, British Columbia, New Zealand and  the state of Alaska.



There are no known commercial bodies of ore on any of the properties or claims in which the Company has an interest.  The Company's activities with respect to such properties and claims constituted and will constitute an exploration search.

At this time, the Company has committed the majority of its current exploration efforts to uranium exploration in Canada.



To review the most current information and exploration details on the companys mineral properties and claims, please refer to our web site at www.canalaska.com under the Projects heading.



1.

Cree East Project, Saskatchewan  Joint Venture with the Korean Consortium



The Cree East project is a high-priority property located in the south-eastern portion of the Athabasca Basin, 35 km west of the formerly producing Key Lake mine and 5 to 22 km north of the south rim of the Athabasca Basin. The project is comprised of 16 contiguous mineral claims totaling approximately 56,000 hectares. A Korean Consortium (Hanwha Corp., Korea Electric Power Corp., Korea Resources Corp. and SK Energy Co. Ltd.) agreed in December 2007 to spend $19 million on the properties to earn into a 50% interest in the Cree East project.



As at April 30, 2009, the Korean Consortium has contributed $7.6 million towards exploration of the project and holds a 30% ownership interest in both CanAlaska Korea Uranium Ltd. and the Canada-Korea Uranium Limited Partnership. A further $880,000 contribution was received on July 31st, 2009, to fund Summer 2009 exploration increasing the consortium ownership interest to 31.9%. The following table summarizes the Korean Consortium expenditures and advances by quarter, fiscal year, and life to date (LTD) expenditure on the project. The table does not include a $0.6 million payment made directly to CanAlaska for intellectual property associated with the project.



Due to the nature of the agreement the company accounts for the joint venture as a variable-interest entity (VIE) and fully consolidates the joint venture and shows the Korean consortiums contributions as a non-controlling interest in the consolidated balance sheet.



|                       |           |            |      |       |      |       |      |       |        |        |      
|---------------------- | --------- | ---------- | ---- | ----- | ---- | ----- | ---- | ----- | ------ | ------ | -----
|Table 1: ($000's)      | Quarterly | Year Ended |     
|Cree East Project      | Q108      | Q208       | Q308 | Q408  | Q109 | Q209  | Q309 | Q409  | Apr-08 | Apr-09 | LTD  
|Camp Cost & Operations | 38        | 309        | 40   | 236   | 28   | 126   | 88   | 268   | 623    | 510    | 1,431
|Drilling               | -         | -          | 8    | 734   | 9    | 983   | 20   | 908   | 742    | 1,920  | 2,662
|General & Admin        | 22        | -          | 5    | 5     | 5    | 13    | 33   | 69    | 32     | 120    | 187  
|GeoChemistry           | -         | 169        | 22   | 8     | 17   | 5     | 16   | 29    | 199    | 67     | 367  
|Geology                | 6         | 32         | 17   | 32    | 6    | 70    | 85   | 147   | 87     | 308    | 521  
|GeoPhysics             | 33        | 445        | 480  | 14    | 7    | 199   | -    | 14    | 972    | 220    | 1,521
|Management Fees        | -         | -          | 170  | 103   | 7    | 141   | 25   | 151   | 273    | 324    | 594  
|Other                  | -         | 128        | -    | -     | 1    | 17    | 97   | 122   | 128    | 237    | 653  
|Net Expenditures       | 99        | 1,083      | 742  | 1,132 | 80   | 1,554 | 364  | 1,708 | 3,056  | 3,706  | 7,936



Drill programs started on the project in late February 2008 (Q408) and large zones of alteration were intercepted. However, the Company experienced problems completing the majority of the drill holes due to extreme clay

alteration and unconsolidated sands. Drilling re-commenced in mid-August 2008 (Q209) and up to October 31, 2008, 2,681 metres had been drilled with 275 samples being taken as at October 31, 2008.



The Q209 drill program demonstrated the presence of several zones of faulting and alteration in the sandstone and in the basement indicating hydrothermal activity typical of unconformity uranium deposits. The geophysics carried out in the summer (Q209) completed earlier surveys and processing of the combined data together with the drilling results identified targets for the Q409 (winter) drill program.



In May 2009, the Company announced the results from the Q409 drilling program, where anomalous uranium and nickel metal indicators were received from samples in 11 of the 15 holes, and anomalous associated geochemistry in 13 of the 15 holes drilled. The most significant radioactivity response was from hole CRE017 in zone D in the centre of the 5km long target area. Extensive zones of hematite and boron alteration were also intercepted in holes drilled in target areas A



18





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and B. The series of strong geophysical targets in the centre of the Cree East project show moderate to intense hydrothermal alteration within the overlying sandstone units, and strong alteration with zones of intense hematite alteration in the basement rocks.



A total of fifteen drill holes were completed on five target areas in the Q409 season. Thirteen of these drill holes showed anomalous geochemistry in the last 10 to 60 metres of the sandstone unit overlying the basement. Eleven of the holes contained uranium and nickel geochemistry exhibiting over five times background values (up to 24.5 ppm and 87.3 ppm) respectively. Subsequent to year end (Summer 2009), the Company embarked on a further $0.9 million program of geophysics investigation, comprising hi-resolution airborne magnetic, close-spaced airborne VTEM and ground TDEM surveys.  The targeting data received from these surveys will be used to guide winter 2009/2010 drilling efforts.



In fiscal 2009, 52% of the costs were associated with drilling, as the Company completed its winter Q409 drill program of 6,512 metres. This is in addition to Q209, where 2,620 metres were completed. Under the Cree East agreement, the Company is entitled to charge an operator fee of 10% to recoup non-direct costs associated with the project which is recognized as management fees.



2.

West McArthur Project, Saskatchewan  Optioned to Mitsubishi Development Pty Ltd.



The West McArthur project in the Athabasca Basin, Saskatchewan, has been optioned to Mitsubishi Development Pty Ltd., a subsidiary of Mitsubishi Corporation of Japan, whereby Mitsubishi can earn a 50% interest in the project by expending a minimum of $10 million over 31⁄2 years and paying a further $1 million to the Company upon completion. As at April 30, 2009, Mitsubishi Development has contributed $9.7 million towards the exploration of the project. The West McArthur project is strategically located immediately west of the McArthur River uranium mine operated by Cameco Corp.



|                       |           |            |       |         |      |       |       |         |         |         |        
|---------------------- | --------- | ---------- | ----- | ------- | ---- | ----- | ----- | ------- | ------- | ------- | -------
|Table 2: ($000's)      | Quarterly | Year Ended |      
|West McArthur Project  | Q108      | Q208       | Q308  | Q408    | Q109 | Q209  | Q309  | Q409    | Apr-08  | Apr-09  | LTD    
|Camp Cost & Operations | 326       | 233        | 166   | 536     | 2    | 1     | 113   | 217     | 1,261   | 333     | 2,104  
|Drilling               | 572       | 11         | -     | 9       | -    | -     | 22    | 675     | 592     | 697     | 4,689  
|General & Admin        | 5         | 21         | 196   | 135     | 11   | 355   | 49    | 140     | 357     | 555     | 1,694  
|Geochemistry           | 19        | 112        | 29    | 60      | 3    | 1     | -     | 23      | 220     | 27      | 230    
|Geology                | 12        | 28         | 6     | 11      | 17   | 39    | 18    | 101     | 57      | 175     | 311    
|Geophysics             | 112       | 196        | 118   | 502     | 14   | 10    | 10    | 175     | 928     | 209     | 2,395  
|Other                  | 48        | 26         | 16    | 140     | 8    | 12    | 78    | 129     | 230     | 227     | 780    
|Gross Expenditures     | 1,094     | 627        | 531   | 1,393   | 55   | 418   | 290   | 1,460   | 3,645   | 2,223   | 12,203 
|Reimbursement          | (1,127)   | (846)      | (764) | (1,057) | (62) | (310) | (244) | (1,399) | (3,794) | (2,015) | (9,743)
|Net Expenditures       | (33)      | (219)      | (233) | 336     | (7)  | 108   | 46    | 61      | (149)   | 208     | 2,460  



Drill programs since 2006 have concentrated in the Northwest corner of the project where significant geophysical anomalies were discovered by airborne survey. In Q108, five holes were drilled to test new targets outlined by ongoing geophysical exploration, and previous drill successes. One of these holes (WMA 010) intersected a significant zone of alteration including silicification, brecciation and clay alteration and mineralization in the basement (0.29% U3O8 over 0.5 metres). In Q408, extensive detailed ground geophysical surveys were carried out over the current drill areas and in further areas of interest.



During Q409, an exploration program comprising a total of 4,751 metres of drilling, together with corresponding TDEM geophysical surveys, tested the previously un-drilled Grid 4 zone located in the southern region of the West McArthur Project. In this new area, VTEM magnetic and electromagnetic airborne surveys, ground-based AMT and EM surveys identified a new, well-defined, but variably-conductive zone, approximately 6 km in length associated with apparent alteration in the sandstone column. The Q409 drill program involved seven drill holes (WMA013 - WMA019) along 4 km of the Grid 4 trend, of which two drill holes were terminated near surface due to drilling problems. The five successful drill holes tested four discrete targets. The mineralized and altered rocks encountered in the drill holes show the potential for a uranium mineralizing system associated with graphitic pelite horizons. The 4km-long zone tested appears to have multiple targets for future detailed evaluation. The Grid 4 area is only one of multiple mineralized target zones identified on the property.



Drill hole WMA019, located 400 metres to the south of drill hole WMA016, exhibited the best uranium intersection. This hole contained a generally normal clay pattern in the upper levels, again with silicification from 780 to 830 metres,



19





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with elevated uranium (to 1 ppm) and boron (to 90 ppm) in the last 14 metres of the sandstone column above the unconformity. The basement of drill hole WMA019 is predominantly semi-pelites with abundant leucosome. A sheared leucosome section of 2 metres from 880.2 to 882.2 assayed 0.034% U3O8. A major graphite zone was intersected from 946 to 968 metres. For a complete understanding of the drill results reference should be made to the Companys news release dated June 4, 2009.



In fiscal 2009, drilling costs comprised 31% of the total exploration costs at West McArthur from the 4,751 metre drill program completed in the fourth quarter. Included within General and Administrative expenses are management fees charged to and reimbursed by Mitsubishi for CanAlaska acting as project operator.



3.

Poplar Project, Saskatchewan MOU with East Resources Inc.



The Poplar project was staked by the Company in 2006 to cover all of the northern edge of the Athabasca Basin located between the Helmer and Lake Athabasca projects in the Province of Saskatchewan and comprises 28 claim blocks totaling approximately 112,000 hectares.



In 2007, the Company entered into agreements with Mega Uranium Ltd. (Mega) to evaluate the area, and on October 1, 2007, Mega selected the Poplar area for option whereby Mega may acquire a 50% ownership interest in the Poplar project by issuing 100,000 shares (50,000 shares received) and funding of $6.0 million in exploration expenditures over a three year period. The Company acted as the operator for the project until the option was terminated in December 2008.



In June, 2009, the Company announced that it has executed a MOU with East Resources Inc. (ERI) on the Poplar project. ERI had executed a similar agreement with the Company to undertake uranium exploration at the Company's NE Wollaston project in the Province of Manitoba. However, due to continual delays incurred in the receipt of exploration permits from the Government of Manitoba owing to aborgininal consultations, both CanAlaska and ERI have opted to initiate their cooperation by first conducting uranium exploration in Saskatchewan.



|                       |           |            |       |      |       |       |      |      |         |         |         |  | 
|---------------------- | --------- | ---------- | ----- | ---- | ----- | ----- | ---- | ---- | ------- | ------- | ------- |  | 
|Table 3: ($000's)      | Quarterly | Year Ended |      
|Poplar Project         | Q108      | Q208       | Q308  | Q408 | Q109  | Q209  | Q309 | Q409 | Apr-08  | Apr-09  | LTD    
|Camp Cost & Operations | -         | 66         | -     | 1    | 213   | 179   | 28   | 5    | 67      | 425     | 640    
|Drilling               | -         | -          | -     | -    | -     | -     | -    | -    | -       | -       | -      
|General & Admin        | -         | -          | 63    | 59   | 63    | 67    | (12) | (3)  | 122     | 115     | 293    
|Geochemistry           | -         | -          | -     | -    | 31    | 80    | 15   | 1    | -       | 127     | 127    
|Geology                | -         | -          | -     | 15   | 63    | 145   | 41   | 29   | 15      | 278     | 293    
|Geophysics             | -         | 453        | 123   | 414  | 304   | 280   | 61   | 25   | 990     | 670     | 1,660  
|Other                  | -         | 2          | 3     | 51   | 2     | 3     | 112  | 12   | 56      | 129     | 186    
|Gross Expenditures     | -         | 521        | 189   | 540  | 676   | 754   | 245  | 69   | 1,250   | 1,744   | 3,199  
|Reimbursement          | -         | (840)      | (737) | 134  | (623) | (719) | (95) | (60) | (1,443) | (1,497) | (2,940)
|Net Expenditures       | -         | (319)      | (548) | 674  | 53    | 35    | 150  | 9    | (193)   | 247     | 259    



During fiscal 2009, the Company conducted 1,130 kilometres of prospecting and seismic geophysics over approximately 1,600 kilometres. This work program has outlined uranium mineralization in basement rocks located north of the edge of Lake Athabasca, and indicated continuity of mineralized units and structural breaks associated with mineralizing systems further to the south into areas covered by the lake. The airborne surveys and extensive geophysical seismic surveying in lake covered area have also shown a large number of anomalous conductive zones and structural breaks, which elsewhere are generally thought to be associated with mineralizing events. Detailed analysis of the data is underway.



Under the terms of the MOU, ERI may earn a 40% interest in the Poplar project by undertaking a minimum of 100,000 metres of diamond drilling within 5 years. ERI may earn a 70% interest by undertaking a minimum of 50,000 metres of diamond drilling, successfully completing a feasibility study for a minimum economic reserve of 15 million pounds U3O8 and fully-financing the costs of mine construction. ERI may earn an 80% interest by undertaking a minimum of 50,000 metres of diamond drilling, successfully completing a feasibility study for a minimum economic reserve of 35 million pounds U3O8 and fully-financing the costs of mine construction. ERI may also earn an additional 15% interest to hold a cumulative 95% ownership by granting to CanAlaska a 5% gross revenue royalty from the production and sale of minerals.









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4.

Fond Du Lac Project, Saskatchewan  Optioned from the Fond Du Lac Denesuline First Nation



On October 18, 2006, CanAlaska optioned the Fond Du Lac project from the Fond Du Lac Denesuline First Nation. The project spans approximately 36,000 hectares and contains a uranium deposit with a historical (non 43-101 compliant) resource. CanAlaska is required to spend $2 million in exploration to earn a 49% interest in the project. In addition, the Company is also scheduled to pay the Fond Du Lac Denesuline First Nation as consideration $130,000 ($50,000 paid; June 2010: $40,000; June 2011:$40,000) and 300,000 shares (200,000 shares issued; June 2010: 50,000; June 2011: 50,000).



|                       |           |            |      |      |      |      |      |      |        |        |      
|---------------------- | --------- | ---------- | ---- | ---- | ---- | ---- | ---- | ---- | ------ | ------ | -----
|Table 4: ($000's)      | Quarterly | Year Ended |     
|Fond Du Lac Project    | Q108      | Q208       | Q308 | Q408 | Q109 | Q209 | Q309 | Q409 | Apr-08 | Apr-09 | LTD  
|Camp Cost & Operations | -         | -          | 2    | -    | 76   | 150  | 93   | 28   | 2      | 347    | 349  
|Drilling               | -         | -          | -    | -    | 122  | 242  | 16   | 5    | -      | 385    | 385  
|General & Admin        | 4         | 1          | 20   | -    | 6    | 18   | 7    | 6    | 25     | 37     | 103  
|Geochemistry           | -         | -          | -    | -    | 1    | 36   | 31   | 13   | -      | 81     | 81   
|Geology                | 1         | 2          | 1    | -    | 30   | 105  | 11   | 10   | 4      | 156    | 181  
|Geophysics             | -         | -          | -    | 6    | 1    | 98   | 146  | 92   | 6      | 337    | 452  
|Option Payments        | -         | -          | -    | -    | -    | 29   | -    | -    | -      | 29     | 117  
|Other                  | -         | -          | 2    | 1    | 18   | 46   | 99   | 18   | 3      | 181    | 189  
|Net Expenditures       | 5         | 3          | 25   | 7    | 254  | 724  | 403  | 172  | 40     | 1,553  | 1,857



The Company received its exploration permit from Indian and Northern Affairs Canada on June 24, 2008, and immediately prepared a select program of drill testing in and around areas of historical drill exploration. In July and August 2008, the Company carried out preliminary drill programs (1,300 metres) in the vicinity of the zone of known uranium mineralization. In mid-September 2008 (Q209) the company released the first drill results from the program, confirming good uranium mineralization and significant response from ongoing geophysical surveys over the target area.



In Q209 and Q309, the Company undertook over 2,500 kilometres of airborne geophysics and 63 kilometres of prospecting. The results from the geophysics and drill program indicate the potential for further zones of uranium mineralization within the vicinity of the known mineral deposit. Additionally, the drill program intercepted fault structures and hematite alteration zones in the basement rocks underlying the target area, indicating the potential for basement hosted uranium mineralization.



In fiscal 2009, drilling comprised 25% and geophysics comprised 22% of the exploration expenditures at Fond Du Lac. The increase in camp costs and operations for Q209 is consistent with the drill program that was being conducted at that time as is the increase in geology costs associated with core logging. The second half of the year was focused on geophysics where 176 gravity stations were undertaken.



5.

Black Lake Project, Saskatchewan  Optioned from Black Lake Densuline First Nation



In December 2006, the Company acquired from the Black Lake Denesuline First Nation an option to earn a 49% interest in the Black Lake project. To earn its interest the Company must pay $130,000 ($50,000 paid; July 2010: $40,000; July 2011: $40,000), issue 300,000 shares (200,000 issued; July 2010: 50,000; July 2011: 50,000) and incur exploration expenditures of $2 million ($1.0m incurred; July 2010: $0.7m; July 2011: $1.2m; July 2012: $2.0m).



|                       |           |            |      |      |      |      |      |      |        |        |      
|---------------------- | --------- | ---------- | ---- | ---- | ---- | ---- | ---- | ---- | ------ | ------ | -----
|Table 5: ($000's)      | Quarterly | Year Ended |     
|Black Lake Project     | Q108      | Q208       | Q308 | Q408 | Q109 | Q209 | Q309 | Q409 | Apr-08 | Apr-09 | LTD  
|Camp Cost & Operations | 3         | -          | 1    | -    | 2    | 16   | 16   | 121  | 4      | 155    | 159  
|Drilling               | -         | -          | -    | -    | -    | -    | -    | 172  | -      | 172    | 172  
|General & Admin        | -         | 1          | 20   | -    | 1    | 4    | 3    | 19   | 21     | 27     | 89   
|Geochemistry           | -         | 3          | -    | -    | -    | 23   | 7    | 8    | 3      | 38     | 41   
|Geology                | 6         | 22         | 10   | 3    | 27   | 78   | 17   | 26   | 41     | 148    | 194  
|Geophysics             | -         | 66         | -    | -    | -    | -    | -    | 141  | 66     | 141    | 283  
|Option Payments        | -         | -          | -    | -    | -    | 29   | -    | -    | -      | 29     | 123  
|Other                  | 3         | -          | 2    | 2    | 3    | -    | 64   | 56   | 7      | 123    | 131  
|Net Expenditures       | 12        | 92         | 33   | 5    | 33   | 150  | 107  | 543  | 142    | 833    | 1,192





21





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During fiscal 2009, drilling, geology and geophysics comprised 21%, 18% and 17% respectively of total exploration costs. The drill program comprised 649 metres during the fourth quarter. In August 2009, the results of Q409 drill campaign at Black Lake were announced with elevated uranium values of 12ppm being intersected in the north and the eastern-most drill hole in the south intersecting 140ppm of uranium. For full results of the winter-spring drill program reference should be made to the Companys News Release of August 5, 2009.



During the first six months, the Company undertook approximately 640 kilometres of prospecting. In the fourth quarter 32 kilometres of IP-Resistivity was completed. The option payment costs of $29,000 in Q209 comprised the fair value of shares of $19,000 and cash payments of $10,000 which are consistent with the option agreement on the property.



6.

Grease River Project, Saskatchewan



The Grease River project covers approximately 82,000 hectares in three separate claim blocks that extend from Bulyea River, north of Fond Du Lac, to Marytnuik Lake, north of Stony Rapids, and covers four geological domains.



On April 10, 2007, the Company granted an option to Yellowcake plc, and subsequently consented to the introduction of Uranium Prospects plc to earn a 60% interest in the project. Uranium Prospects plc could have exercised its option to earn a 60% interest in the project by making payments, issuing shares and making exploration expenditures of $5 million. This option was terminated in June 2009.



|                       |           |            |      |       |       |       |       |      |         |        |        
|---------------------- | --------- | ---------- | ---- | ----- | ----- | ----- | ----- | ---- | ------- | ------ | -------
|Table 6: ($000's)      | Quarterly | Year Ended |     
|Grease River Project   | Q108      | Q208       | Q308 | Q408  | Q109  | Q209  | Q309  | Q409 | Apr-08  | Apr-09 | LTD    
|Camp Cost & Operations | 103       | 214        | 4    | 91    | 54    | 11    | -     | 23   | 412     | 88     | 565    
|Drilling               | -         | -          | -    | -     | 33    | 13    | -     | -    | -       | 46     | 46     
|General & Admin        | 9         | 29         | 1    | 173   | 88    | 17    | 9     | 11   | 212     | 125    | 339    
|Geochemistry           | 31        | 54         | 5    | (1)   | 6     | 12    | 4     | -    | 89      | 22     | 111    
|Geology                | 45        | 337        | 124  | 20    | 444   | 63    | 49    | 11   | 526     | 567    | 1,105  
|Geophysics             | 192       | 4          | -    | 48    | -     | -     | -     | -    | 244     | -      | 244    
|Other                  | 63        | -          | -    | 1     | 60    | 1     | 67    | 2    | 64      | 130    | 302    
|Gross Expenditures     | 443       | 638        | 134  | 332   | 685   | 117   | 129   | 47   | 1,547   | 978    | 2,712  
|Reimbursement          | (250)     | (1,035)    | (3)  | (185) | (781) | (114) | (131) | 755  | (1,473) | (271)  | (1,909)
|Net Expenditures       | 193       | (397)      | 131  | 147   | (96)  | 3     | (2)   | 802  | 74      | 707    | 803    



Geology costs comprise 58% of the exploration spend for the year with the bulk of that expenditure incurring in Q109. In Q109, the Company undertook 1,056 kilometres of prospecting (total fiscal year was 1,162 km). The Company had been accruing for the reimbursement of costs from Uranium Prospects but reversed this reimbursement in the fourth quarter as no cash had been received and the option was subsequently terminated in June 2009.



7.

Cree West Project, Saskatchewan  Optioned to Westcan Uranium



The Cree West Project comprises a 100% interest in 4 mineral claims (approximately 13,000 hectares) located 70 km northwest of the Key Lake mine and between 25 and 57 km north of the south rim of the Athabasca Basin. On April 24, 2006, the Company granted to Westcan Uranium Ltd (Westcan) (formerly International Airmex Resources Inc.) an option to earn up to a 75% interest in the Cree West project. Westcan can earn a 50% interest in the property by making cash payments of $150,000 (received), issuing 600,000 shares (received) and making $3.6 million of exploration expenditures. Westcan may elect to acquire an additional 10% interest by expending an additional $4 million on exploration within 2 years of vesting its 50% interest. Westcan may elect to acquire a further 15% ownership, for a total of 75%, by completing a feasibility study within 2 years, issuing to the Company 400,000 additional common shares, and expending a minimum of $1 million on the project.



The Company will act as the operator of the project until Westcan has a vested 60% interest. Upon commercial production, the Company will receive a 3% net smelter royalty. As at April 30, 2009, Westcan had contributed $0.8 million towards exploration expenditures. Subsequent to year end, the Company granted an extension to Westcan in respect of its exploration commitments under the agreement.



22





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|                       |           |            |      |      |      |      |      |      |        |        |        
|---------------------- | --------- | ---------- | ---- | ---- | ---- | ---- | ---- | ---- | ------ | ------ | -------
|Table 7: ($000's)      | Quarterly | Year Ended |     
|Cree West Project      | Q108      | Q208       | Q308 | Q408 | Q109 | Q209 | Q309 | Q409 | Apr-08 | Apr-09 | LTD    
|Camp Cost & Operations | -         | 37         | 28   | 19   | -    | -    | -    | -    | 84     | -      | 158    
|Drilling               | -         | -          | -    | -    | -    | -    | -    | -    | -      | -      | -      
|General & Admin        | -         | -          | 2    | 127  | -    | 50   | (3)  | -    | 129    | 47     | 287    
|Geochemistry           | 17        | 52         | 18   | (11) | -    | -    | -    | -    | 76     | -      | 102    
|Geology                | 6         | 39         | 3    | 61   | 3    | 1    | -    | -    | 109    | 4      | 117    
|Geophysics             | -         | -          | -    | 1    | -    | -    | -    | -    | 1      | -      | 290    
|Other                  | -         | -          | -    | (3)  | -    | -    | 1    | -    | (3)    | 1      | 156    
|Gross Expenditures     | 23        | 128        | 51   | 194  | 3    | 51   | (2)  | -    | 396    | 52     | 1,110  
|Reimbursement          | (207)     | (134)      | (19) | (35) | (3)  | (51) | 4    | (2)  | (395)  | (52)   | (1,110)
|Net Expenditures       | (184)     | (6)        | 32   | 159  | -    | -    | 2    | (2)  | 1      | -      | -      





An airborne magnetic and electromagnetic survey was carried out in 2006, and ground AMT surveys were carried out in early winter 2007 and 2008. Drill testing has been recommended to determine the cause of the anomalous geophysical targets. Due to uncertain nature of the continuing involvement of Westcan in the project, only minimal expenditures were incurred through fiscal 2009.



8.

Key Lake Project, Saskatchewan  Optioned to Westcan Uranium



The Key Lake project comprises four mineral claims in three separate blocks totaling approximately 6,000 hectares located within 15 km of the formerly producing Key Lake uranium mine. On March 2, 2006, the Company optioned to Westcan up to 75% interest in the Key Lake project. Westcan may, at its option, earn a 50% interest in the property by making cash payments of $150,000 (received), issuing 300,000 shares (received) and making exploration expenditures of $2 million. Westcan may elect to acquire an additional 10% interest by expending an additional $2 million on exploration, and may elect to acquire a further 15% ownership, for a total of 75%, by completing a feasibility study within 2 years, issuing to the Company 200,000 additional common shares, and expending a minimum of $500,000 per year on the Project. The Company will act as the operator of the project until Westcan has a vested 60 % interest. Upon commercial production, the Company will receive a 3% net smelter royalty. As of April 30, 2009, Westcan had contributed $0.9 million towards exploration expenditures. Subsequent to year end, the Company granted an extension to Westcan in respect of its exploration commitments under the agreement.



|                       |           |            |      |       |      |      |      |      |        |        |        
|---------------------- | --------- | ---------- | ---- | ----- | ---- | ---- | ---- | ---- | ------ | ------ | -------
|Table 8: ($000's)      | Quarterly | Year Ended |     
|Key Lake Project       | Q108      | Q208       | Q308 | Q408  | Q109 | Q209 | Q309 | Q409 | Apr-08 | Apr-09 | LTD    
|Camp Cost & Operations | 1         | -          | 61   | 125   | 1    | -    | -    | -    | 187    | 1      | 252    
|Drilling               | 3         | -          | 16   | 173   | (8)  | 1    | -    | -    | 192    | (7)    | 427    
|General & Admin        | 1         | -          | 7    | 56    | -    | 39   | -    | 1    | 64     | 40     | 114    
|Geochemistry           | -         | -          | -    | 3     | 3    | -    | -    | -    | 3      | 3      | 8      
|Geology                | 4         | 3          | 6    | 9     | 9    | -    | 2    | -    | 22     | 11     | 47     
|Geophysics             | -         | -          | 1    | 1     | -    | -    | -    | -    | 2      | -      | 139    
|Other                  | -         | -          | -    | -     | -    | -    | 3    | -    | -      | 3      | 49     
|Gross Expenditures     | 9         | 3          | 91   | 367   | 5    | 40   | 5    | 1    | 470    | 51     | 1,036  
|Reimbursement          | (152)     | -          | -    | (318) | (5)  | (40) | (2)  | (3)  | (470)  | (50)   | (1,035)
|Net Expenditures       | (143)     | 3          | 91   | 49    | -    | -    | 3    | (2)  | -      | 1      | 1      



In summer 2006, 870 kilometres of detailed airborne EM and magnetic surveys were performed over the project area. In winter 2007, three holes costing $150,868 were drilled on a conductor on one claim, providing one intersection of minor uranium mineralization (0.058% U3O8 over 1 metre), but with strong alteration and faulting. In winter 2008, an additional target was drill-tested on another claim, returning highly-anomalous rare earths mineralization. Further drilling is proposed. As at April 30, 2009, Westcan had contributed $0.9 million towards exploration expenditures. No significant exploration activity occurred at Key Lake during fiscal 2009.









23





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9.

Collins Bay Extension Project  Optioned from Bayswater Uranium



In July 2009, the Company executed an option agreement with Bayswater Uranium Corporation. ("Bayswater") to commence exploration of the Collins Bay Extension uranium project (CBX), which is directly adjacent to, and following the North-East strike of the past-producing uranium mines at Rabbit Lake and Collins Bay, and the current producing uranium mine at Eagle Point in the Province of Saskatchewan. CBX contains a significant number of exploration targets within the Snowbird and Fife Island areas. Under the terms of the agreement, CanAlaska shall act as the exploration operator and may earn a 51% participating interest in the project by undertaking a minimum of $4 million in exploration expenditures within 5 years and issuing a total of 500,000 Company shares to Bayswater over this period. The Company may increase its participating interest to a 70% level by successfully undertaking a further $2 million in exploration expenditures over a period of 3 years.



10.

Helmer Project, Saskatchewan



The Helmer Project comprises a contiguous block of 19 mineral claims totaling approximately 55,000 hectares in the central part of the north rim of the Athabasca Basin west of and south of Fond Du Lac, and 50 km southeast of Uranium City.



In summer 2007, CanAlaska drill-tested two targets on the project with eight drill holes. The shallowest holes intercepted the unconformity at 200-250 metres depth, exhibited limited alteration, but elevated uranium background levels. Further geophysical modeling was carried out at the end of the field season, and more drilling is expected on these targets. The Company is actively marketing this project for third party option to support a more extensive drill program. The expenditure in Q409 relates to the refund of a reclamation bond that had previously been credited against general and administration costs instead of reclamation bonds on the balance sheet.



|                       |           |            |      |      |      |      |      |      |        |        |      
|---------------------- | --------- | ---------- | ---- | ---- | ---- | ---- | ---- | ---- | ------ | ------ | -----
|Table 10: $000's       | Quarterly | Year Ended |     
|Helmer Project         | Q108      | Q208       | Q308 | Q408 | Q109 | Q209 | Q309 | Q409 | Apr-08 | Apr-09 | LTD  
|Camp Cost & Operations | 289       | 381        | 36   | 7    | 8    | 2    | -    | -    | 713    | 10     | 980  
|Drilling               | 201       | 771        | 172  | 31   | -    | -    | -    | -    | 1,175  | -      | 1,175
|General & Admin        | 8         | 68         | (38) | 392  | 2    | 7    | 1    | 45   | 430    | 55     | 735  
|Geochemistry           | 46        | 35         | 4    | 6    | 1    | -    | -    | -    | 91     | 1      | 101  
|Geology                | 2         | 233        | 4    | 1    | 23   | (5)  | 7    | -    | 240    | 25     | 333  
|Geophysics             | (15)      | 167        | 211  | (2)  | 4    | 24   | 6    | -    | 361    | 34     | 878  
|Other                  | 131       | 210        | 14   | 1    | 1    | -    | 10   | -    | 356    | 11     | 518  
|Net Expenditures       | 662       | 1,865      | 403  | 436  | 39   | 28   | 24   | 45   | 3,366  | 136    | 4,720



11.

Lake Athabasca Project, Saskatchewan



The Lake Athabasca project comprises 13 contiguous mineral claims totaling approximately 49,000 hectares, chiefly on Lake Athabasca, southwest of Uranium City and the former producing Gunnar Uranium Mine. Islands south of Crackingstone Peninsula comprise about 8% of the property area.



|                       |           |            |      |       |      |      |      |      |        |        |      
|---------------------- | --------- | ---------- | ---- | ----- | ---- | ---- | ---- | ---- | ------ | ------ | -----
|Table 11: ($000's)     | Quarterly | Year Ended |     
|Lake Athabasca Project | Q108      | Q208       | Q308 | Q408  | Q109 | Q209 | Q309 | Q409 | Apr-08 | Apr-09 | LTD  
|Camp Cost & Operations | 413       | 349        | 94   | 437   | 21   | 6    | (9)  | -    | 1,293  | 18     | 1,820
|Drilling               | 397       | 1          | 6    | 510   | 1    | -    | -    | -    | 914    | 1      | 1,056
|General & Admin        | 43        | 46         | 14   | 167   | 1    | 17   | -    | -    | 270    | 18     | 634  
|Geochemistry           | 5         | 41         | 6    | 9     | 19   | 1    | 3    | -    | 61     | 23     | 94   
|Geology                | 26        | 41         | 43   | 102   | 30   | 4    | -    | -    | 212    | 34     | 327  
|Geophysics             | 16        | 203        | 109  | 136   | 6    | 19   | (18) | -    | 464    | 7      | 1,662
|Other                  | 6         | 13         | 11   | 39    | 1    | 8    | 10   | -    | 69     | 19     | 291  
|Net Expenditures       | 906       | 694        | 283  | 1,400 | 79   | 55   | (14) | -    | 3,283  | 120    | 5,884



Drilling began in winter 2007. These holes confirmed the existence of uranium mineralizing events over a considerable area of the unconformity in this area and at Grouse Island, 3.5 km to the SE. In early winter 2008, the Company completed five more holes at three new targets near Johnston Island. Two holes targeted uranium mineralization in basement intrusive rocks. Holes near Johnston Island focused on known mineralized zones. The third target south of



24





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Johnston Island defined a very prominent geophysical target that has now been shown as related to a large local uplift in the unconformity. Additional drilling is currently being considered. The negative numbers in Q309 represent the reversal of costs from Q209 that were associated with another project.



12.

NE Wollaston Project, Manitoba



NE Wollaston comprises approximately 154,000 hectares which straddles the Saskatchewan-Manitoba border and lies between 90 and 170 km northeast along the Wollaston trend of basement formations hosting uranium deposits which include Rabbit Lake, Collins Bay and Eagle Point Mines. The geological targets across the NE Wollaston project match the styles of mineralization reported from basement-hosted mineral deposits further south in the Athabasca Basin. There is clear observation of late replacement pitchblende mineralization in vein zones, fractures, and as disseminations in host rocks. There is also evidence of more-disseminated mineralization across stratigraphic horizons, and multitudes of pegmatitic intrusive events, many of them containing primary uranium mineralization, or with brecciation and later uranium mineralization.



In 2004, CanAlaska acquired the mineral leases in the area and began systematic prospecting and lake sediment sampling. With encouraging results, this continued in 2006 with airborne surveys, systematic prospecting, geochemical and geophysical surveys. The highlight was the discovery of extensive uranium-mineralized belts, either within, or cutting across all rock types in the area. The Company aborted drill testing of initial targets in early 2007 due to drill contractor difficulties. However, further detailed work was carried out in the Summer of 2007 on each of the current targets as well as on additional preliminary targets for a total cost of $1.6 million. In early 2008, the Company released details of 1,620 higher-grade uranium samples, taken from 47 separate zones with extensive boulder dispersion trains and surface uranium mineralization.



|                       |           |            |      |      |      |      |      |      |        |        |      
|---------------------- | --------- | ---------- | ---- | ---- | ---- | ---- | ---- | ---- | ------ | ------ | -----
|Table 12: ($000's)     | Quarterly | Year Ended |     
|NE Wollaston Project   | Q108      | Q208       | Q308 | Q408 | Q109 | Q209 | Q309 | Q409 | Apr-08 | Apr-09 | LTD  
|Camp Cost & Operations | 316       | 425        | 5    | (6)  | (6)  | (4)  | 9    | -    | 740    | (1)    | 1,362
|Drilling               | -         | -          | -    | -    | -    | -    | -    | -    | -      | -      | 373  
|General & Admin        | (25)      | 43         | 11   | 180  | 1    | 9    | -    | 1    | 209    | 11     | 696  
|Geochemistry           | 18        | 100        | 30   | 5    | -    | -    | -    | -    | 153    | -      | 797  
|Geology                | -         | 30         | 41   | 19   | 19   | 21   | 4    | 1    | 90     | 45     | 2,303
|Geophysics             | 80        | 273        | 19   | -    | 3    | 1    | -    | -    | 372    | 4      | 905  
|Other                  | 5         | 32         | -    | -    | 2    | 1    | 13   | -    | 37     | 16     | 151  
|Net Expenditures       | 394       | 903        | 106  | 198  | 19   | 28   | 26   | 2    | 1,601  | 75     | 6,587



Further exploration on the project awaits the conclusion of land use consultations between the Government of Manitoba and local First Nations communities. The Company is assisting the government in its efforts and is also in discussions with local communities in an endeavor to re-commence operations in the near future. The permit area in Saskatchewan has been replaced by staked claims which the Company has retained for further exploration.



On December 10, 2008, the Company entered into a MOU with ERI for the exploration and development of the Manitoba portion of this project (refer to section 2.1). Due to continuing permitting delays a further MOU with ERI was signed for the Poplar project in June 2009.



13.

McTavish Project, Saskatchewan



The McTavish project was reduced from one contiguous claim block to three blocks totaling seven mineral claims covering 16,000 ha in 2007. These claims are centered approximately 50 km southeast of the McArthur River mine and 40 km northwest of the Key Lake mine, with the southeastern claim located approximately 10km due west of Cameco Corp.s Millenium uranium deposit. Work to-date included summer, 2006 ground-based sampling/lake sediment analysis and a Geotech VTEM airborne survey. The claims covering the main VTEM conductive targets were re-staked in 2007. They require further ground surveys in preparation for drill testing.















25





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|                       |           |            |      |      |      |      |      |      |        |        |    
|---------------------- | --------- | ---------- | ---- | ---- | ---- | ---- | ---- | ---- | ------ | ------ | ---
|Table 13: ($000's)     | Quarterly | Year Ended |     
|McTavish Project       | Q108      | Q208       | Q308 | Q408 | Q109 | Q209 | Q309 | Q409 | Apr-08 | Apr-09 | LTD
|Camp Cost & Operations | -         | -          | -    | -    | -    | -    | -    | -    | -      | -      | 14 
|Drilling               | -         | -          | -    | -    | -    | -    | -    | -    | -      | -      | -  
|General & Admin        | -         | 3          | -    | 5    | -    | -    | 1    | -    | 8      | 1      | 523
|GeoChemistry           | -         | -          | -    | 11   | -    | -    | -    | -    | 11     | -      | 12 
|Geology                | -         | -          | -    | -    | -    | -    | -    | -    | -      | -      | 1  
|GeoPhysics             | -         | -          | -    | 3    | -    | -    | -    | -    | 3      | -      | 182
|Other                  | -         | 36         | 2    | 18   | -    | -    | -    | -    | 56     | -      | 58 
|Net Expenditures       | -         | 39         | 2    | 37   | -    | -    | 1    | -    | 78     | 1      | 789



In August 2009, the Company announced that it has entered into an option agreement with Kodiak Exploration Limited ("Kodiak") on the McTavish project. Kodiak has been granted an option to acquire up to a 70% interest in the project. In order to earn an initial 50% interest in the project, Kodiak must complete $4,000,000 in exploration and issue 1,000,000 Kodiak shares to CanAlaska in accordance with the following schedule: 100,000 Kodiak Shares on or before the Effective Date; such payment to be made within 10 business days after the date of acceptance (the "Effective Date") by the TSX Venture Exchange of a filing to be made in respect of the proposed option; $600,000 expenditures and 50,000 Kodiak Shares by the first anniversary of the Effective Date; a further $800,000 expenditures and 50,000 Kodiak Shares on or prior to the second anniversary of the Effective Date;  a further $1,200,000 expenditures and 50,000 Kodiak shares on or prior to the third anniversary of the Effective Date; a further $1,400,000 expenditures and 50,000 Kodiak shares on or prior to the fourth anniversary of the Effective Date; and a further 700,000 Kodiak shares on or prior to the fifth anniversary of the Effective Date.

Kodiak may earn a further 10% interest in the project (60% total), by expending $3,000,000 in exploration/pre-feasibility work over an additional three year period, issuing an additional 550,000 Kodiak shares and producing a 43-101 compliant resource estimate containing at least 35 million pounds of U3O8 in the measured and indicated categories. By defining a resource of 50 million pounds of U3O8 during the same period, Kodiak's interest may increase to 70%.

14.

Other Projects

For a full description of the Companys other projects, reference should be made to the Companys website at www.canalaska.com.



|                               |                                           |                                                                    
|------------------------------ | ----------------------------------------- | -------------------------------------------------------------------
|Table 14
Other projects update | Status April 30, 2009                     | Recent work undertaken                                             
|Waterbury                      | High priority - Seeking Venture Partner   | 3 drill targets have been identified on these claims               
|Hodgson                        | High priority - Seeking Venture Partner   | Initial assessment completed                                       
|Moon                           | Seeking Venture Partner                   | Geophysics planned                                                 
|Alberta                        | Seeking Venture Partner                   | Viable drill targets identified                                    
|Arnold                         | Seeking Venture Partner                   | Initial airborne and ground surveys completed                      
|Camsell                        | Seeking Venture Partner                   | Initial assessment completed                                       
|Carswell                       | Seeking Venture Partner                   | Initial assessment completed                                       
|Ford                           | Seeking Venture Partner                   | Initial assessment completed                                       
|Kasmere                        |                                           | Exploration permits pending                                        
|Misty                          | Optioned to Great Western Minerals Group  | Land use consultations ongoing with local First Nations Communities
|Rainbow Hill AK                | Optioned to District Gold in October 2008 | No significant work undertaken                                     
|Voiseys Bay East VB1        | Disposed                                  |                                                                    
|Voiseys Bay South VB2       | JV With Columbia Yukon                    | Airborne and ground surveys undertaken                             
|Zeballos                       | Seeking Venture Partner                   | 43-101 report commissioned                                         
|Glitter Lake                   | Disposed                                  | Field work carried out                                             
|Rise and Shine, NZ             | Under Joint Venture with Oceana Gold      | Last drill program 2006                                            
|Reefton Property, NZ           | Optioned to Kent Exploration              | Drill program March 2007                                           







26





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On February 9, 2009, the Company announced that Kent Exploration Inc. entered into a 5-year option agreement to acquire a 70% interest in the Reefton Project, (EP 40 677) of South Island, New Zealand. Under the option agreement, $5,000 is payable on execution and $3,500,000 in exploration expenditures on the project over the five year option period, with $100,000 in immediate exploration expenditures, $1,150,000 of expenditures to be made before the end of the third anniversary of the option agreement, $2,250,000 of expenditures to be made before the end of the fifth anniversary of the option agreement and the issuance of 2,000,000 Kent common shares, of which 500,000 common shares are to be issued on or before the end of the first anniversary of the option agreement, 500,000 on or before the third anniversary of the option agreement and 1,000,000 on or before the end of the fifth anniversary of the option agreement.



CanAlaska's New Zealand subsidiary, Golden Fern Resources Ltd., the pending holder under joint venture of the mineral license covering the Rise and Shine shear zone, located north of Cromwell, New Zealand, has entered into an option agreement with Glass Earth Gold Ltd., for the sale of a 70% ownership interest in Golden Fern. The funding for Golden Fern will allow detailed project evaluation and exploration on the Rise and Shine project, including 4,000 metres of drill testing on favourable gold targets. Additional terms of the agreement include progressive cash payments of $13,000 and the issuance of 200,000 shares in Glass Earth Gold Ltd. to the Company over the course of the program.



During the year, the Company disposed of its Granite Dome and Greymouth permits and therefore recorded mineral property write-downs of $0.2 million. The VBE1 Project was dropped by Canalaska and its partner Columbia Yukon The company also wrote-down its Mt. Mitchell claims ($0.3 million) and did not renew its prospecting permit on this property subsequent to year end.



ITEM 5.  OPERATING AND FINANCIAL REVIEW AND PROSPECTS



A.

Operating Results



This discussion should be read in conjunction with the audited consolidated financial statements of the Company for the fiscal year ended April 30, 2009 (attached as Exhibit A) and the Management Discussion and Analysis for the same period (attached as Exhibit B).



Change in Accounting Policy



Particular attention should be paid to the Companys accounting policies that are contained in the notes to the audited consolidated financial statements and to the following change in accounting policy:



During the fiscal year ended April 30, 2009  the Company reviewed its accounting policy in respect of the Canada-Korea Uranium Limited Partnership (CKU Partnership) and CanAlaska Korea Uranium Limited (CKUL). Under the previous accounting treatment the Company proportionately consolidated the financial statements of CKU Partnership and CKUL.



Under Canadian Generally Accepted Accounting Principles (GAAP) (Accounting Guideline 15  Consolidation of Variable Interest Entities) the Company must reconsider its initial decision whether to consolidate or not whenever the CKU Partnership issues new variable interests. During the year, additional contributions totalling $4.0 million have been received from our partners. These contributions combined with the recent activity undertaken, suggest that the funds available are not sufficient to fully develop the property and has led the Company to apply the principles of Accounting Guideline 15 and fully consolidate the accounts of both the CKU Partnership and CKUL.



The Company has adopted this change retrospectively as is encouraged under Accounting Guideline 15 and therefore the consolidated balance sheet of the Company as at April 30, 2008 has been restated:



Increase (Debit)

Cash and cash equivalents

$211,770

Increase (Debit)

Restricted cash



$12,846

Decrease (Credit)

Accounts receivable

$(222,383)

Increase (Debit)

Mineral properties

$628,276

Increase (Credit)

Future income tax liability

$(68,890)

Increase (Credit)

Non-controlling interest

$(3,600,000)

Decrease (Debit)

Contributed surplus

$3,194,713

Increase (Credit)

Retained earnings

$(156,332)







27





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|                                                                                        |          |            |         
|--------------------------------------------------------------------------------------- | -------- | ---------- | --------
|Results of Operations 
Consolidated Statements of Loss, Comprehensive Loss and Deficit |          |            |         
|For the years ending April 30                                                           | 2009     | 2008       | 2007    
|                                                                                        | ($000's) | ($000's)   | ($000's)
|                                                                                        |          | (restated) |         
|EXPENSED EXPLORATION COSTS                                                              |          |            |         
|Net indirect exploration expenditures                                                   | 1,017    | 915        | -       
|Mineral property write-offs                                                             | 494      | 550        | 1,906   
|Equipment rental income                                                                 | (316)    | (429)      | -       
|Net option payments                                                                     | (187)    | (137)      | (335)   
|                                                                                        | 1,008    | 899        | 1,571   
|OTHER EXPENSES                                                                          |          |            |         
|Consulting, labour & professional fees                                                  | 1,049    | 1,474      | 630     
|Depreciation & amortization                                                             | 232      | 188        | 75      
|Foreign exchange gain                                                                   | (193)    | (28)       | 93      
|Insurance, licenses & filing fees                                                       | 61       | 212        | 187     
|Interest income                                                                         | (167)    | (280)      | (223)   
|Other corporate costs                                                                   | 218      | 180        | 92      
|Investor relations & presentations                                                      | 60       | 343        | 279     
|Rent                                                                                    | 200      | 95         | 48      
|Stock-based compensation                                                                | 1,509    | 1,095      | 597     
|Travel & accommodation                                                                  | 80       | 212        | 147     
|Write-down/loss (gain) on available-for-sale securities                                 | 394      | (149)      | (30)    
|Management fees                                                                         | (628)    | (895)      | (464)   
|                                                                                        | 2,815    | 2,447      | 1,431   
|                                                                                        |          |            |         
|Loss before income taxes                                                                | 3,823    | 3,346      | 3,002   
|Future income tax recovery                                                              | (1,107)  | (772)      | (1,173) 
|Loss for the year                                                                       | 2,716    | 2,574      | 1,829   
|                                                                                        |          |            |         
|Other comprehensive loss                                                                |          |            |         
|Unrealized loss on available-for-sale securities                                        | 157      | 360        | -       
|Comprehensive loss for the year                                                         | 2,873    | 2,934      | 1,829   
|                                                                                        |          |            |         
|Deficit-beginning of the year                                                           | (23,663) | (21,089)   | (19,260)
|Deficit-end of the year                                                                 | (26,379) | (23,663)   | (21,089)
|                                                                                        |          |            |         
|Basic and diluted loss per share ($ per share)                                          | $0.02    | $0.02      | $0.02   
|                                                                                        |          |            |         
|Weighted average common shares outstanding (000's)                                      | 137,160  | 117,043    | 86,920  



Narrative Discussion - Results of Operations



Net indirect exploration expenses are cost associated with running our field operation office in Saskatchewan and our warehouse in La Ronge, and time and cost of our exploration team when their time is not directly charged to a project.



Net indirect exploration expenses were $1,017,000 (2008: $915,000; 2007: $-) the significant increase from 2007 was as a due to a change in accounting practice whereby in 2008 and 2009 indirect expenses were expensed rather than deferred on the balance sheet.



28





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Mineral property write-offs were $494,000 (2008: $550,000; 2007: $1,906,000).  In 2009, the Company recorded property write-downs on two of its New Zealand projects where it withdrew its license application prior to fiscal year end. Subsequent to fiscal year end, the Company also did not renew its license on the Puhi Puhi (Mt Mitchell) property and recorded a further write-down of $0.3 million in the forth quarter of  2009.



Included in mineral property write-offs for 2008 were $399,000 associated with the Rise and Shine Joint Venture and $90,000 associated with an impairment charge on the Companys Alaska property.  In 2007, write-offs were taken on the Zeballos, Geikie, Labrador and Newfoundland and certain NZ projects.



Equipment rental income is comprised of income (cost recapture) of charging projects for rent of camps and other miscellaneous equipment that was previously purchased by the Company and is maintained at our La Ronge warehouse.  Equipment rental income was $316,000 (2008: $429,000; 2007: $-), the slight decrease in equipment rental income is consistent with the decrease in exploration activity year on year.  In 2009, the Company had spent over $11.6 million in exploration compared with $21.7 million in the previous year.  Prior to 2008, the Company was not separately recovering its indirect costs through equipment rental as all the indirect expenditure was being allocated to the projects and deferred on the balance sheet.



Net option payments represent payments generated from properties in excess of the cost of those properties, these payments may include either cash or the fair value of shares received from Companys that optioned our properties.  In 2009, options payments received in excess of cost were $187,000 (2008: $137,000; 2007: $335,000), these amounts will vary annually depending on what projects the Company currently has optioned and their cost base.  In 2009, $101,000 was recorded in respect of the Rainbow Hill property in Alaska (that had previously been written-off), the 2008 amount was received in respect of the Key Lake property.



Consulting, labour and professional fees were $1,049,000 (2008: $1,474,000; 2007: $630,000) the decrease in fees from 2008 to 2009 can be attributed to legal costs incurred in 2008 in excess of $260,000 due in part from the legal costs associated with the completion of the Cree East Agreement. The increase from 2007 is consistent with increase in exploration activity that incurred in 2008 particularly with the introduction of the Korean consortiums participation in Cree East.



Depreciation & amortization was $232,000 (2008: $188,000; 2007: $75,000) which is consistent with the increase in the property and equipment over the same period.



Interest income was $167,000 (2008: $280,000; 2007: $223,000), the decrease from past years can be attributed to lower average cash balances and lower average interest rates.



Investor relations & presentation costs were $60,000 (2008: $343,000; 2007: 279,000), the decrease from the prior years was as a result of a conscious decision to reduce activities over the past eighteen months due to the economic environment.  Included within the 2008 comparative, was the cost of producing a corporate video.



Rent costs were up in 2009 to $200,000 (2008:$95,000; 2007: $48,000) as a result of transferring the Glitter Lake property and its associated costs, to exit an existing office sub-lease agreement and also the establishment of an office in downtown Vancouver in 2008.



Stock-based compensation was $1,509,000 (2008: $1,095,000; 2007: $597,000).  The increase in stock-based compensation is consistent with the increase in the total number of options outstanding each year as the Company fair values, these options using the black-scholes methodology,and expenses them over the vesting period of the options.



Write-down /loss (gain) on available-for-sale securities were $394,000 (2008: gain $149,000; 2007: gain $30,000).  As a result of the economic downturn a number of the Companys available-for-sale securities experienced significant price deterioration and the Company viewed these decreases as other than temporary and recorded write-downs of $394,000.  The gain in 2008 resulted from the sales of approximately $175,000 of various available-for-sale securities.



Management fees stem from operator fees that are charged on projects that have been optioned to various third parties including the Cree East and West McArthur properties.  Management fees decreased in 2009 (2009: $628,000; 2008: $895,000; 2007: $464,000) which is consistent with a reduction in exploration expenses year over year particularly the reduced level of spending on the West McArthur project.





29





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Future income tax recovery of $1,107,000 (2008: $772,000; 2007: $1,173,000) arises from the renouncement of tax losses associated with the Companys flow-through offerings and the corresponding recognition of tax losses to offset these renouncements. The amount of recovery will vary both on the size of the flow-through offering and the amount of tax losses available to offset the associated future income liability.



Unrealized losses on available-for-sale securities of $157,000 (2008: $360,000; 2007: $-) stem from mark to market valuations of available-for-sale securities that are then charged to comprehensive loss.  These amounts will vary each year based on the carrying value of the underlying investments.



B.

Liquidity and Capital Resources



As of April 30, 2009 the Company had cash and cash equivalents of $6.3 million (April 30, 2008: $7.4m). The Companys working capital position as at April 30, 2009 was $6.4 million (April 30, 2008: $7.8m).



The Company has entered into option agreements with a Korean Consortium and Mitsubishi and they are currently funding exploration on two of its properties located in Athabasca. As of April 30, 2009, the Korean Consortium and Mitsubishi have funded $7.6 million out of a total of $19 million and $9.7 million amount out of a total of $11 million respectively.



With the impact of the global credit crisis still being felt in the junior mining sector, CanAlaska views itself as fortunate to have strong strategic relationships with its partners. The long-term and strategic support from Mitsubishi and our Korean Consortium partners allows the Company to continue to advance two significant projects forward in these challenging economic times. CanAlaska has also been conscious to maintain a reasonable treasury and is continually evaluating all of its projects. The recent tie-up with ERI for the Poplar Project and Kodiak Exploration for the McTavish Project represent further evidence that the Company continues to develop and nurture relationship with strategic partners regardless of the economic climate.



In August 2009, the Company closed two tranches of a non-brokered flow-through private placement for gross proceeds of $990,550.  The Company believes that with the completion of this private placement, its current treasury, and the support of its strategic partners that it can continue to maintain operations over the next twelve months and work towards its strategic goal of discovering of one or more high grade uranium deposits.



The Company however remains in nature an exploration enterprise and will, at some point, need to seek additional financings either through equity offerings or the formation of additional strategic partnerships.



|                                  |  |  |  |                   |         |        
|--------------------------------- |  |  |  | ----------------- | ------- | -------
|Cash and Working Capital ($000s) |  |  |  | Apr-08
(restated) | Apr-09 
|Cash and cash equivalents         |  |  |  |                   | $7,376  | $6,339 
|Accounts receivable and prepaids  |  |  |  |                   | 2,121   | 996    
|Available-for-sale securities     |  |  |  |                   | 882     | 276    
|Accounts payable and accruals     |  |  |  |                   | (2,619) | (1,194)
|Net working capital               |  |  |  |                   | $7,760  | $6,417 

Cash and Working Capital





Included within cash and cash equivalents are $0.4 million in funds from the CKU Partnership which are dedicated to the Cree East project. Reference should be made to note 4 of the audited consolidated financial statements for further details.



Included within accounts receivable and prepaids is approximately $0.7 million in GST refunds associated with exploration programs during the year. The decrease from April 30, 2008 is due to a reduction in receivables from our partners that existed at April 30, 2008.



During the second quarter (October 2008), the Company recorded a permanent impairment on a number of its investments and wrote the balances down to their markets values due to the significant decline in market value due to economic downturn that was viewed as other than temporary.



The decrease in accounts payable can be attributed to the drill program and geophysics program that was undertaken in the fourth quarter on the Cree East and Lake Athabasca projects that remained unpaid at April 30, 2008 ($505,000) and geophysics ($670,000) undertaken at West McArthur and Alberta projects.



30





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|                                       |  |  |  |        |          |         
|-------------------------------------- |  |  |  | ------ | -------- | --------
|Shareholders Equity ($000s)          |  |  |  | Apr-09 | Jul-09  
|Common shares                          |  |  |  |        | $56,183  | $56,190 
|Contributed surplus                    |  |  |  |        | 7,940    | 8,432   
|Accumulated other comprehensive income |  |  |  |        | 9        | (39)    
|Deficit                                |  |  |  |        | (26,379) | (27,203)
|Total shareholders equity             |  |  |  |        | $37,753  | $37,380 



|                            |  |  |  |        |         |        
|--------------------------- |  |  |  | ------ | ------- | -------
|Equity Instruments ($000s) |  |  |  | Apr-09 | Jul-09 
|Common shares outstanding   |  |  |  |        | 137,784 | 137,834
|Options outstanding         |  |  |  |        |         |        
|Number                      |  |  |  |        | 21,372  | 21,948 
|Weighted average price      |  |  |  |        | $0.36   | $0.34  
|Warrants outstanding        |  |  |  |        |         |        
|Number                      |  |  |  |        | 6,307   | 6,307  
|Weighted average price      |  |  |  |        | $0.50   | $0.50  



Equity instruments



As of July 31, 2009 the Company had 137,833,650 common shares outstanding. In August 2009, the Company undertook a non-brokered flow-through private placement and issued 5,826,764 common shares through two tranches of unit offerings.  It also issued 50,000 shares under the Collins Bay Extension Option Agreement to bring the total shares outstanding as at September 24, 2009 to 143,660,414 common shares.





|                         |                                            |                                                                   |            
|------------------------ | ------------------------------------------ | ----------------------------------------------------------------- | -----------
|Proceeds from Financings |                                            |                                                                  
|Date                     | Type / Gross Proceeds                      | Intended Use                                                      | Actual Use 
|August 2009              | 5,826,764 flow-through units
$1.0 million  | Uranium exploration in Saskatchewan                               | Pending    
|May 2008                 | 10,922,660 flow-through units
$3.7 million | Uranium exploration in Saskatchewan, Manitoba, and Alberta        | As Intended
|October 2007             | 7,660,877 flow-through units
$3.6 million  | Uranium exploration in Athabasca Basin in general working capital | As Intended
|September 2007           | 1,111,111 flow-through units
$0.5 million  | Uranium exploration in Athabasca Basin in general working capital | As Intended





In August 2009, the Company announced the closing of two tranches of a non-brokered flow-through private placementand has issued a total of 5,826,764 units at $0.17 per unit for gross proceeds of $990,550.  Each unit consists of one common share or one flow-through common share in the capital of the Company and one-half of one non-transferable share purchase warrant, each whole warrant entitles the holder thereof to purchase one additional common share of the Company for a period of twenty-four months from the closing date at a price of $0.24 per share.



In connection with this closing, the Company has paid an aggregate of $49,528 in cash and issued an aggregate of 277,837 compensation options, as finders' fees. Each compensation option entitled the holder thereof to acquire one unit at a price of $0.17 per unit for a period of 24 months.  Each unit will consist of one common share or one flow-through common share in the capital of the Company and one-half of one non-transferable share purchase warrant, each whole warrant entitles the holder thereof to purchase one additional common share of the Company for a period of twenty-four months from the closing date at a price of $0.24 per warrant share.

C.

Research and Development, Patents and Licenses, etc.



As the Company is a mineral exploration company with no research and development, the information required by this section is inapplicable.







31





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D.

Trend Information



As the Company is a mineral exploration company with no producing properties, the information required by this section is inapplicable.



E.

Off-Balance Sheet Arrangements



The Company does not have any off-balance sheet arrangements.



F.

Tabular Disclosure of Contractual Obligations



The Company has the following commitments in respect of operating leases for office space, land, or computer equipment:



|                                                                                                                    |                        |                  |             |             |                  
|------------------------------------------------------------------------------------------------------------------- | ---------------------- | ---------------- | ----------- | ----------- | -----------------
|$000s                                                                                                              | Payments due by period
|Contractual Obligations:                                                                                            | Total                  | Less than 1
year | 1  3 years | 3  5 years | More than 5 years
|Long-Term Debt Obligations                                                                                          | -                      | -                | -           | -           | -                
|Capital (Finance) Lease Obligations                                                                                 | -                      | -                | -           | -           | -                
|Operating Lease Obligations                                                                                         | 504                    | 209              | 290         | 5           | -                
|Purchase Obligations                                                                                                | -                      | -                | -           | -           | -                
|Other Long-Term Liabilities Reflected on the Companys Balance Sheet under GAAP of the primary financial statements | -                      | -                | -           | -           | -                
|TOTAL                                                                                                               | 504                    | 209              | 290         | 5           | -                



The Company has outstanding future commitments under mineral property agreements to pay cash and or issue common shares of the Company.  Reference should be made to note 10 to the audited consolidated financial statements attached hereto as Exhibit A.



G.

Safe Harbor



The Annual Report includes "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 1934, as amended (the "Exchange Act").  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".  Such statements are included, among other places in this Annual Report, in the sections entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations, "Description of Business" and "Description of Property".  Forward-looking statements are based on expectations, estimates and projections at the time the statements are made that involve a number of risks and uncertainties which could cause actual results or events to differ materially from those presently anticipated.  These include, but are not limited to, the risks of mining industry (for example, operational risks of exploring for, developing and producing crude oil and natural gas, risks and uncertainties involving geology of mineral deposits, the uncertainty of reserve estimates and estimates relating to production volumes, cost and expense projections, potential cost overruns and health, safety and environmental risk), risks relating to the Company's properties (for example, lack of operating history and transportation), fluctuations in mineral prices and exchange rates and uncertainties resulting from potential delays or changes in plans with respect to exploration or development projects  capital expenditures (collectively "Cautionary Statements").  Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct.



















32





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ITEM 6.  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES



A.

Directors and Senior Management



The following table states the name, province or state, and country of residence of each of the directors and executive officers of the Company, the positions and offices presently held by them and the period or periods of time during which each has served as a director or officer of the Company.





|                                                                                     |                           
|------------------------------------------------------------------------------------ | --------------------------
|Name, Position in Company,
Province/State and Country of Residence                   | Period(s) with the Company
|Peter Dasler
President ,Chief Executive Officer & Director
Delta, BC, Canada         | Since 2004                
|Emil Fung
Vice President Corporate Development & Director
West Vancouver, BC, Canada | Since 2005                
|Hubert Marleau
Director
Montreal, PQ, Canada                                         | Since 1996                
|Jean Luc Roy
Director
Vancouver, BC, Canada                                          | Since 2007                
|Amb. Thomas Graham Jr.
Director
Bethesda, MD, USA                                    | Since 2007                
|Victor Fern
Director
Fond Du Lac, SK., Canada                                        | Since 2008                
|Karl Schimann
Vice President  Exploration
Vancouver, BC, Canada                      | Since 2004                
|Damian Towns
Chief Financial Officer
North Vancouver, BC, Canada                     | Since 2008                
|Frances Petryshen
Corporate Secretary
Vancouver, BC, Canada                          | Since 2007                













33





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Additional details including principal occupation of the above directors or executive officers are as follows:



Peter Dasler  President, Chief Executive Officer and Director

Mr. Dasler has over 35 years of experience in exploration geology including twenty years of geological consulting and contracting for junior and senior companies based out of Vancouver, BC.  Mr. Dasler holds Bachelors (1974) and Masters (1981) degrees from Canterbury University, New Zealand and is a member of the professional Engineers and Geoscientists Association of BC.  His background includes senior geological positions in New Zealand, and Mine Manager of the 10 million ton per annum Taharoa Ironsand Mine, as well as management of junior exploration companies in Canada.  Mr. Dasler currently holds the position of President and Chief Executive Officer of CanAlaska Uranium Ltd. (2004-present).



Emil Fung  Vice President Corporate Development and Director

Mr. Fung holds a B.A.Sc. (Ch.E.) degree from the University of Toronto and is a M.B.A. graduate from the Schulich School of Business at York University, Toronto.  He began his career as a design engineer of Canadian nuclear reactors. In the mid-80's, Mr. Fung was engaged in investment banking in New York, where he headed mergers and acquisitions for Toronto Dominion Securities.  During the 90's, Mr. Fung pursued his entrepreneurial interests in Asia where he founded several media, telecoms and entertainment companies.  He later formed a venture capital fund to invest exclusively in entrepreneurial start-ups in China.  Mr. Fung returned to Canada in 2003 with a view to bridge the growing gap between resource-hungry Asian economies and the commodity riches of Canada.  He teamed with the Company in January, 2005 to advance the Company's corporate development efforts.



Hubert Marleau - Director

Mr. Marleau, a graduate of the University of Ottawa, is currently a Director of CanAlaska Uranium Ltd. and President & CEO of Palos Capital Corp. (1998-present).  He currently sits on the boards of numerous companies.



Jean Luc Roy  Director

Mr. Roy has over 20 years experience in the mining industry.  The majority of his experience has been in Africa for companies such as International Gold Resources, Ashanti Goldfields Inc., Senafo, and First Quantum Minerals.  Mr. Roy has managed projects from exploration through to production in three different countries.  As Managing Director for First Quantum Minerals, Jean Luc played a crucial role in securing extensive land positions and by successfully placing a mining operation into production in the Democratic Republic of Congo during a period of major unrest in the country.  Subsequent to the fiscal year ending April 30, 2009 Mr. Roy resigned as CEO and President of El Nino Ventures Inc.



Amb. Thomas Graham Jr.  Director

Ambassador Thomas Graham, Jr. is one of the world's leading experts in nuclear non-proliferation.  Amb. Graham has served under four successive U.S. Presidents as a senior U.S. diplomat involved in the negotiation of every major international arms control and non-proliferation agreement for the past 35 years. This includes the SALT, START, ABM, INF, NPT, CFE and CTBT Treaties. Amb. Graham has served with the U.S. Arms Control and Disarmament Agency and as the Special Representative of the President of the United States for Arms Control, Non-Proliferation, and Disarmament, in which role he successfully led U.S. government efforts to achieve the permanent extension of the Nuclear Non-Proliferation Treaty.



Amb. Graham is Chairman of the Board of the Cypress Fund for Peace and Security. He is also Chairman of the Board of Mexco Energy Corporation (MXC) and Executive Chairman of Thorium Power, Ltd. (THPW.OB). Amb. Graham received an A.B. in 1955 from Princeton and a J.D. in 1961 from Harvard University. He is a member of the Kentucky, District of Columbia and New York Bars and is a member of the U.S. Council on Foreign Relations. He has taught at the University of Virginia Law School, Georgetown School of Foreign Service, Georgetown University Law Center, Stanford University, University of California at Berkeley and the University of Washington.



Victor Fern  Director

Mr. Fern is the past chief of the Fond du Lac Denesuline First Nation.  Since 1984 Mr. Fern has gained experience at uranium operations in Northern Saskatchewan and was previously involved at mill operations at a nearby mine.  Currently Mr. Fern is employed as a road maintenance supervisor for Athabasca Development Corporation.  He is active in community development, environmental monitoring and works on local committees.  He is also involved with various private business interests in the Fond du Lac, Black Lake area of Saskatchewan.



Karl Schimann  Vice President Exploration

Dr. Schimann holds a Ph.D. from the University of Alberta and has worked extensively in the Uranium industry.  He is a member of the Association of Professional Engineers and Geoscientists of British Columbia, the Canadian Institute of
Mining, Metallurgy, and Petroleum, the Geological Association of Canada, and the Association of Exploration Geochemists.



34





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Dr. Schimann has directed the Companys uranium exploration efforts in the Athabasca Basin, since 2004.  He has devoted his time to the construction of the field crews necessary for the systematic exploration effort by the Company over its extensive landholdings in the Athabasca Basin.  Dr. Schimanns previous experience includes 20 years in exploration with Cogema/Areva and specifically in the Athabasca Project Manager for the Cigar Lake discovery team in the early 1980s, as well as Manager of the McClean Lake Mine Geology Department for Cogema/Areva.



Damian Towns  Chief Financial Officer

Mr. Towns is a qualified Chartered Accountant in New Zealand with a strong audit background stemming from his prior engagement as Audit Manager for PricewaterhouseCoopers.  He brings to CanAlaska considerable experience from First Quantum Minerals Ltd., where Mr. Towns held the position of controller for 2002  2006.  Mr. Towns is also the Chief Financial Officer for Coro Mining Corporation, since 2006.



Frances Petryshen  Corporate Secretary

Ms. Petryshen has over 25 years experience as administrator, corporate secretary, director and officer for several exchange listed resource companies.  More recently, she has been involved as a principal in commercial real estate and agricultural projects in the USA and Canada.  Ms. Petryshen is a member of the Canadian Society of Corporate Secretaries and recently completed the Directors Education and Accreditation Program through the Chartered Secretaries of Canada.



B.

Compensation



Named Executive Officers



During the fiscal year ended April 30, 2009, the Company had four Named Executive Officers of the Company, being: Peter Dasler, the Chief Executive Officer (CEO), Emil Fung, Vice President  Corporate Development, Karl Schimann, Vice President  Exploration, and Damian Towns, the Chief Financial Officer (CFO).  Mr. Gordon Steblin resigned as CFO for the Company at December 31, 2008.  Mr. Steblin has been retained as a consultant to the Company for a one year term ending December 31, 2009.  Named Executive Officer means: (a) each Chief Executive Officer, (b) each Chief Financial Officer, (c) each of the three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the Chief Executive Officer and Chief Financial Officer, at the end of the most recently completed fiscal year ending April 30, 2009 whose total compensation was, individually, more than $150,000; and (d) each individual who would be an NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the company, nor acting in a similar capacity, at the end of that financial year.



Compensation Discussion & Analysis



The compensation of the directors and officers of the Company is set by the Board of Directors as recommended by the Compensation Committee.  The Compensation Committee reviews at least on an annual basis the cash compensation, performance and overall compensation package for each executive officer.  The Compensation Committee will then present to the Board of Directors its findings and any proposals or recommendations are considered and require full board approval.  The Committee recognizes the need to provide a total compensation package that will attract and retain qualified and experienced executives as well as align the compensation level of each of the managing executives.



The Companys executive compensation practices are intended to provide both current and long term rewards to its executive officers that are competitive within the compensation practices of the industry and consistent with their individual performance and contribution to the Companys objectives.  Compensation components include base salary, bonus and long term incentives in the form of stock options.



In determining the appropriate base salary of an executive officer, the Compensation Committee considers the responsibilities of the individual, comparable salaries in the industry, the experience level of the individual and overall performance.



The Companys executive officers are also eligible for annual bonuses.  Bonuses are generally based on overall success in obtaining the goals and objectives of the Company during the calendar year and largely upon the Companys cash position.  No executive bonuses were paid during the calendar fiscal year ending April 30, 2009.



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The Company maintains a Stock Option Plan to provide additional long-term incentives to the Companys executive officers, as well as its directors, employees and consultants.  The Compensation Committee reviews the level of incentive options periodically and makes any new issuance recommendations to the Board of Directors for approval.



Summary Compensation Table

Set out below is a summary of compensation paid during the Companys three most recently completed fiscal years to the Companys Named Executive Officers:

|                                               |                           |                            |                         |                            |                                            |                   |                            |                          |                           
|---------------------------------------------- | ------------------------- | -------------------------- | ----------------------- | -------------------------- | ------------------------------------------ | ----------------- | -------------------------- | ------------------------ | --------------------------
|Name and principal position                    | Year                      | Salary
($)                 | Share- based awards
($) | Option-based awards
($)(4) | Non-equity incentive plan compensation
($) | Pension value
($) | All other compensation
($) | Total compensation
($)  
|Annual incentive plans                         | Long-term incentive plans |                           
|Peter Dasler CEO                               | 2009
2008
2007            | $173,250
$165,000
$ 75,000 | Nil
Nil
Nil             | $60,661
Nil
Nil            | Nil
Nil
Nil                                | Nil
Nil
Nil       | Nil
Nil
Nil                | Nil
$7,500
$10,000       | $233,911
$172,500
$ 85,000
|Damian Towns CFO                               | 2009                      | $25,000(3)                 | Nil                     | $78,374                    | Nil                                        | Nil               | Nil                        | Nil                      | $103,374                  
|Gordon Steblin(1)
(Former CFO)                 | 2009
2008
2007            | $ 60,342
$ 35,200
$ 31,600 | Nil
Nil
Nil             | Nil
Nil
Nil                | Nil
Nil
Nil                                | Nil
Nil
Nil       | Nil
Nil
Nil                | $24,000(5)
$3,500
$2,231 | $ 84,342
$ 38,700
$ 33,831
|Emil Fung Vice President Corporate Development | 2009
2008                 | $173,250
$135,417          | Nil
Nil                 | $60,661
Nil                | Nil
Nil                                    | Nil
Nil           | Nil
Nil                    | Nil
$37,500              | $233,911
$172,917         
|Karl Schimann Vice President
Exploration(2)    | 2009
2008                 | $174,850
$165,000          | Nil
Nil                 | $60,661
Nil                | Nil
Nil                                    | Nil
Nil           | Nil
Nil                    | Nil
$29,136              | $235,511
$194,136         



Notes:

(1)

Mr. Steblins compensation was paid as a management fee to his management company.

(2)

Mr. Schimanns compensation is paid as consulting fees to a consulting company in which he holds a beneficial interest.



(3)

Mr. Towns was appointed CFO effective January 1, 2009 and the above compensation is from that date.



(4)

In determining the fair value of the options granted, the Company followed the principles established under Canadian

Generally   Accepted Accounting Principles, which requires the determination of the fair value of options granted using the   black scholes methodology.  The black-scholes methodology requires making estimates of the risk free rate, expected   life   of the options, expected volatility and expected dividends.  The Company used the following assumptions in   determining   the fair value of the options:



Risk-free rate:               1.4% to 4.6%

Expected Life               2.8 to 5 years

Expected volatility        76% to 135%

Expected dividends      0%

(5)

Mr. Steblin received marketable securities valued at $24,000 as part of his severance package.



Narrative Discussion

The Company has entered into employment agreements with its key management.  For details of these agreements, refer to Termination and Change of Control Benefits.







36





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Incentive Plan Awards



The following table sets forth the outstanding share-based awards and option-based awards granted to the Named Executive Officers of the Company during the most recently completed fiscal year ending April 30,2009:



Outstanding Share-Based Awards and Option-Based Awards as at April 30, 2009



|                                               |                                                                         |                                              |                                                                                          |                                               |                                                              |                                                                      
|---------------------------------------------- | ----------------------------------------------------------------------- | -------------------------------------------- | ---------------------------------------------------------------------------------------- | --------------------------------------------- | ------------------------------------------------------------ | ---------------------------------------------------------------------
|                                               | Option-based Awards                                                     | Share-based Awards                          
|Name                                           | Number of securities underlying unexercised options
(#)                 | Option exercise price
($)                    | Option expiration date                                                                   | Value of unexercised in-the-money options
($) | Number of shares or units of shares that have not vested
(#) | Market or payout value of share-based awards that have not vested
($)
|Peter Dasler CEO                               | 120,000
50,000
65,000
470,000
440,000
100,000
100,000
605,000
810,000   | 0.40
0.45
0.58
0.45
0.50
0.74
0.62
0.40
0.12 | Nov 5/09
Nov 29/09
Mar 7/10
Oct 14/10
Nov 16/11
Mar 30/12
Jun 28/12
Dec 20/12
Jan 25/14  | -
-
-
-
-
-
-
-
32,400                        | N/A                                                          | N/A                                                                  
|Damian Towns CFO                               | 1,000,000
810,000                                                       | 0.25
0.12                                    | Dec 9/13
Jan 25/14                                                                       | Nil
32,400                                    | N/A                                                          | N/A                                                                  
|Gordon Steblin (Former CFO)                    | 15,000
100,000
15,000
180,000
100,000
25,000
15,000
400,000             | 0.50
0.40
0.58
0.45
0.50
0.74
0.62
0.40      | Feb 23/10
Nov 5/09
Mar 7/10/09 Oct 14/10
Nov 16/11
Mar 30/12
Jun 28/12
Dec 20/12         | -
-
-
-
-
-
-
-                               | N/A                                                          | N/A                                                                  
|Emil Fung
Vice President Corporate Development | 10,000
75,000
175,000
200,000
440,000
100,000
200,000
1,500,000
810,000 | 0.58
0.35
0.45
0.42
0.50
0.74
0.62
0.40
0.12 | Mar 7/10
Jul 13/10
Oct 14/10
Feb 14/11
Nov 16/11
Mar 30/12
Jun 28/12
Dec 20/12
Jan 25/14 | -
-
-
-
-
-
-
-
32,400                        | N/A                                                          | N/A                                                                  
|Karl Schimann
VicePresident Exploration        | 65,000
800,000
440,000
100,000
100,000
1,195,000
810,000                | 0.58
0.45
0.50
0.74
0.62
0.40
0.12           | Mar 7/10
Oct 14/10
Nov 16/11
Mar 30/12
Jun 28/12
Dec 20/12
Jan 25/14                     | -
-
-
-
-
-
32,400                            | N/A                                                          | N/A                                                                  









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Incentive Plan Awards  Value Vested or Earned During the Year



The following table sets forth details of the value vested or earned for all incentive plan awards during the most recently completed fiscal year ending April 30, 2009  by each Named Executive Officer:



Value Vested or Earned for Incentive Plan Awards During the Most
Recently Completed Fiscal Year ending April 30, 2009

NameOption-based awards  Value vested during the year
($)(1)Share-based awards  Value vested during the year
($)Non-equity incentive plan compensation  Value earned during the year
($)Peter Dasler CEONilNilNilDamian Towns CFONilNilNilGordon Steblin CFONilNilNilEmil Fung Vice PresidentNilNilNilKarl Schimann VicePresidentNilNilNil




(1)

All options that were vested during the fiscal year were out of the money and therefore the values have been recorded as Nil.



Narrative Discussion



The Board of Directors of the Company adopted a Stock Option Plan (the Plan) as approved by the shareholders on September 5, 1995 and as further amended on September 23, 2008 and by the TSX Venture Exchange on September 26, 2008. The Board of Directors upon recommendation of the Compensation Committee, may allocate non-transferable options to directors and officers to purchase common shares of the Company.  The managing directors may allocate incentive options to employees and consultants of the Company.  The aggregate number of shares to be issued upoexercise of all options granted under the Plan and the aggregate number of shares issued to an individual upon exercise of options granted under the Plan shall not exceed the maximum number of shares permitted to be issued under the rules of any stock exchange on which the common shares of the Company are then listed or other regulatory body having jurisdiction.



The Plan currently provides that the aggregate number of shares of the Company that may be issued under the Plan shall not exceed 27,500,000 shares.  As of the April 30, 2009, shares issuable under the Plan have been issued, reserved for issuance, or available for issue as follows:



|                                                                                                                                                      |     |                     
|----------------------------------------------------------------------------------------------------------------------------------------------------- | --- | --------------------
|                                                                                                                                                      |     |                     
|Shares issued upon exercise of incentive stock options                                                                                                | -   | 3,294,500           
|Shares reserved for issuance pursuant to unexercised incentive stock option
Unallocated shares available for future grants of incentive stock options | -
- | 21,371,500
2,834,000
|                                                                                                                                                      |     |                     
|TOTAL                                                                                                                                                 |     | 27,500,00           



Management believes that awards under the Plan are an effective means of rewarding corporate and individual performance and that they are a necessary component of compensation packages that are currently standard in the mineral exploration industry.



Termination and Change of Control Provisions



The Company has entered into Employment Agreements, subject to change of control provisions, with Peter Dasler under which Mr. Dasler acts as President, Chief Executive Officer and a director of the Company and with Emil Fung



38





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under which Mr. Fung acts as Vice President of Corporate Development and a director of the Company.  Under these Employment Agreements Mr. Dasler and Mr. Fung are to receive a fee of $165,000 per annum subject to annual review.  The fee may be increased at the discretion of the Compensation Committee and with Board approval, providing that the amount of increase shall be not less than the greater of: (a) the annual percentage rate of inflation; or (b) five percent.  On May 1, 2008, the fee was increased by 5% to $173,250.  In addition to the annual review, Mr. Dasler and Mr. Fung are entitled to participate in any incentive bonus plans and are entitled to receive incentive stock options as recommended by the Compensation Committee and approved by the Board of Directors.  No management bonuses were paid during the period ending April 30, 2009. The agreement may be terminated by the employee or the Company with 90 days written notice.



The Company has entered into a consulting agreement, subject to change of control provisions, dated March 3, 2008 with Schimann Consulting Inc., for the services of Karl Schimann under which Mr. Schimann acts as consultant and Vice President of Exploration for the Company.  The Company shall pay a daily fee of $650.00, reviewable annually by the Compensation Committee.  Mr. Schimann is entitled to participate in any incentive bonus plans and any incentive stock options as recommended by the compensation committee and approved by the board of directors.  The agreement may be terminated by the employee of the Company with 90 days written notice.



In the event of a change of control of the Company the employment agreements with Peter Dasler, Emil Fung and the consulting agreement with Karl Schimann are subject to certain provisions.  If a change of control occurs and the employee or consultant is terminated without just cause, or if the employee terminates his employment for good reason, a contingency agreement is triggered which provides for partial compensation for loss of employment an amount which is the lesser of: (a) three times the current annual compensation; or, (b) a lump sum payment representing the future compensation to be earned by the employee until retirement.



Director Compensation Table



The following table sets forth the details of compensation provided to the directors, other than the Named Executive Officers during the Companys most recently completed fiscal year ended April 30, 2009:



Director Compensation Table



NameFees 
Earned
($)Share-based Awards
($)Option-based Awards(1)($)Non-Equity Incentive Plan Compensation
($)Pension Value
($)All Other Compensation
($)Total
($)Hubert Marleau$11,000Nil$11,234NilNilNil$22,234Amb. Thomas Graham Jr.$29,850(2)Nil$11,234NilNilNil$41,084Jean Luc Roy$14,000Nil$11,234NilNilNil$25,234Victor Fern$8,500Nil$11,234NilNilNil$19,734




Notes:

(1)

In determining the fair value of the options granted, the Company followed the principles established under Canadian Generally Accepted Accounting Principles, which requires the determination of the fair value of options granted using the black scholes methodology.  The black-scholes methodology requires making estimates of the risk free rate, expected life of the options, expected volatility and expected dividends.  The Company used the following assumptions in determining the fair value of the options:



Risk-free rate:               1.4% to 4.6%

Expected Life               2.8 to 5 years

Expected volatility        76% to 135%

Expected dividends      0%



(2)

Fees earned were USD $25,000.  For convenience, this amount has been translated at the period end rate of   Cdn$1.194.







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Narrative Discussion



The directors are paid $500 per month and $500 for attending a board meeting in person or by teleconference.  Directors are also paid $500 for each committee meeting that they attend either in person or by teleconference.  Amb. Thomas Graham Jr. is paid an all inclusive annual directors fee of $25,000 USD converted to Canadian dollars ($29,850) using the historical exchange rate of Cdn$1.194 at April 30, 2009.  Directors are also compensated through the grant of incentive stock options.



Outstanding Share-Based Awards and Option-Based Awards



The following table sets forth the incentive plan awards granted to the directors of the Company before, and remain outstanding at the end of the most recently completed fiscal year ending April 30, 2009.



Outstanding Share-Based Awards and
Option-Based Awards

Option-based AwardsShare-based AwardsNameNumber of securities underlying unexercised options
(#)Option exercise price
($)Option expiration dateValue of unexercised   in-the-money options
($)(1)Number of shares or units of shares that have not vested
(#)Market or payout value of share-based awards that have not vested
($)Hubert Marleau12,500
37,500
10,000
440,000
150,000$0.45
$0.50
$0.62
$0.40
$0.12Oct 14/10
Nov 16/11
Jun 28/12
Dec 20/12
Jan 25/14-
-
-
-

$6,000NilNilAmb.Thomas Graham Jr.500,000
150,000$0.74
$0.12Mar 30/12
Jan 25/14-
$6,000NilNilJean Luc Roy100,000
400,000
150,000$0.45
$0.40
$0.12Oct 31/12
Dec 20/12
Jan 25/14-
-
$6,000NilNilVictor Fern500,000
150,000$0.40
$0.12Mar 24/13
Jan 25/14-
$6,000NilNil


Notes:

(1)

This amount is calculated based on the difference between the market value of the securities underlying the instruments at the end of the year, and the exercise or base price of the option.  The Companys common shares closed at $0.16 per share on April 30, 2009.



Incentive Plan Awards  Value Vested or Earned During the Year



The following table sets forth details of the value vested or earned for all incentive plan awards during the most recently completed fiscal year by each director.

















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Value Vested or Earned for Incentive Plan Awards during the Most
Recently Completed Fiscal Year ending April 30, 2009



NameOption-based awards  Value vested during the year
($)(1)Share-based awards  Value vested during the year
($)Non-equity incentive plan compensation  Value earned during the year
($)Hubert MarleauNilNilNilAmb. Thomas Graham Jr.NilNilNilJean Luc RoyNilNilNilVictor FernNilNilNil


Notes:



(1)

All options vested during the year were out of the money and therefore values above have been recorded as Nil.



Other Directorships



In addition to their positions on the Board, the following Directors also serve as Directors of the following reporting issuers or reporting issuer equivalents:



|                       |                                                                                                                                                                                                                                                                 
|---------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Name of Director       | Reporting Issuer(s) or Equivalent(s)                                                                                                                                                                                                                            
|Hubert Marleau         | MCO Capital Inc.
A.I.S. Resources Limited (AIS-V)
Sofame Inc.
Gobimin Inc. (previously Goldsat Mining)
Maudore Minerals Ltd
Buzz Telecom (previously Knowlton Capital Inc.)
Huntington Exploration Inc.
Warnex Inc.
Niocan Inc.
Mitec Telecom Inc.
UnSelect Inc.
|Amb. Thomas Graham Jr. | Thorium Power, Ltd.
Mexco Energy Corporation                                                                                                                                                                                                                    





Directors and Officers Insurance



The Company subscribes to Directors and Officers Liability Insurance with a limit of $5,000,000 per claim.  The policy insures the Company against any wrongful act committed by its Directors and Officers, including any actual or alleged breach of duty, neglect, error, omission, misstatement, misrepresentation, or act done or attempted by the Directors and Officers of the Company in their capacity to act for the Company.  In addition, the Company has further indemnified its Directors and Officers, to the fullest extent of the law, by entering into personal indemnity agreements with all of the Companys Directors and Officers.



SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS



As of the fiscal year ended April 30, 2009, the Companys Stock Option Plan was the only equity compensation plan under which securities were authorized for issuance.  The following table sets forth information with respect to the Companys Stock Option Plan as at the year ended April 30, 2009.









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|                                                              |                                                                                                 |                                                                                  |                                                                                                                                     
|------------------------------------------------------------- | ----------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------
|Plan Category                                                 | Number of Securities to be issued upon exercise of outstanding options, warrants and rights
(a) | Weighted-average exercise price of outstanding options, warrants and rights

(b) | Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a))
|Equity compensation plans approved by securityholders         | 21,371,500                                                                                      | 0.36                                                                             | 2,834,000                                                                                                                           
|Equity compensation plans not approved by the securityholders | -                                                                                               | -                                                                                | -                                                                                                                                   
|Total                                                         | 21,371,500                                                                                      |                                                                                  | 2,834,000                                                                                                                           



Indebtedness of Directors and executive officers



None of the current or former directors, executive officers or employees of the Company or persons who were directors, executive officers or employees of the Company at any time during the Companys last completed fiscal year ending April 30, 2009, none of the proposed nominees for election of directors of the Company and none of the associates or affiliates of such persons are or have been indebted to the Company (or its subsidiaries) at any time since the beginning of the last completed fiscal year to the current fiscal year ended April 30, 2009.  Furthermore, none of such persons were indebted to a third party during such period where their indebtedness was the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or its subsidiaries.



Interest of Management and insiders in material transactions



None of the directors or executive officers of the Company, nor any proposed nominee for election as a Director of the Company, nor any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to all outstanding shares of the Company, nor any associate or affiliate of the foregoing persons has any material interest, direct or indirect, in any transaction since the commencement of the Company's last completed fiscal year ending April 30, 2009 or in any proposed transaction which, in either case, has or will materially affect the Company, except as disclosed herein.



C.

Board Practices



The board of directors is nominated each year at the Companys Annual General Meeting and appointed to hold office until the next Annual General Meeting or until their replacements are elected or appointed, subject to the provisions of the Companys Articles.



There currently are no service contracts in place for the Companys board members, providing for benefits upon termination of employment, except as disclosed previously in Employment Agreements with the CEO, Vice President Corporate Development and Vice President Exploration as disclosed in Section B - Compensation, under Termination and Change of Control Benefits.



The main objective of the board of directors mandate is the responsibility for the appointment and overseeing of a competent management team for the effective running of the business affairs of CanAlaska Uranium Ltd. on behalf if its shareholders.



The board will effectively carry out its professional, legal and regulatory duties by the creation and management of a system of corporate governance practices that will enable it to discharge its duties in an efficient and practical manner.



The board is responsible for creating this mandate along with its Corporate Governance Committee, which will be amended and revised from time to time as determined by the strategic direction of the Company, or as determined by any changes in legal requirements or as dictated by any governing regulatory agency.  However, the board is required to review and update this mandate annually.



The performance of the board will be evaluated in accordance with this mandate on an annual basis.



42





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Structure for Corporate Governance



The board has developed the following structure to efficiently manage its governing responsibilities.



By the creation of a Corporate Governance Committee, consisting of the lead director and two independent directors, the board has delegated the following responsibilities to the committee:



·

Mandate of the Board of Directors



·

Corporate Governance Policy



·

Audit Committee Charter



It is through the implementing of these policies and guidelines that the board can exercise care, diligence and skill as well as have confidence in their ability to oversee its operations and supervise its management.



Strategic Planning



The board is responsible to review the Companys long-term strategic objectives and monitor the progress in reaching these goals.



The board must review and approve business plans and budgets on an annual or as needed basis and monitor the implementation of these plans.  The board must review and approve any significant strategic transactions that are not considered to be in the ordinary course of business.



The board shall review the organizational structure of the Company.



Monitoring and Acting



Risk Management



The board must identify and assess the principle risks inherent in its business activities and ensure that management takes all reasonable steps to implement appropriate systems to manage such risks.  The board must insure that the assets of the Company are adequately protected and there are sufficient internal checks and balances.



The identification and management of risk is an important first step in the establishment of information management systems, internal controls, internal audit, strategic planning, business planning and risk policy setting.



Internal Controls and Management Information Systems



The board is responsible for overseeing and monitoring the integrity of he Companys internal controls and procedures, management information systems, audit procedures and its financial reporting and financial control systems.  The Board should ensure that the internal audit function is properly structured and receives an adequate amount of information regarding the companies business.



The internal audit function should provide regular and ongoing information to the audit committee an all material concerns and issues arising regarding strategic, financial, operational and administrative matters in the organization.  An annual report on the internal audit activities should be provided to the audit committee.  External assistance may be obtained, but it cannot be from the same firm that is carrying out the external audit.



The control processes include security, systems security, segregation of duties, authorizations, manpower management, management information systems, financial accounting, reporting and credit management.



Succession Planning



The board is responsible to see that succession planning for the senior management team is in place.  The succession planning will take into consideration corporate strategy and will be capable of being easily implemented in emergency conditions.  It will be an ongoing process that will develop suitable skill levels throughout the management chain to avoid major new recruitment processes each time a senior management official leaves the Company or is promoted.





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The Board will determine suitable succession policies that will form the basis for the development of succession procedures and training programs.  These policies are to be re-evaluated periodically by the Board or a Board Committee.



Financial Risk Management



The board has the responsibility to ensure that the operational and financial performance of the Company is adequately reported to shareholders and regulators on a timely basis.  The financial statements are prepared in accordance with Canadian generally accepted accounting practices.



The board should review the general content of the auditors report on the financial aspects of the Companys annual information form, management information circular, managements discussion and analysis.



Reporting



A Disclosure Policy is in existence to enable the Company to effectively communicate to shareholders.  The board must oversee the implementation of the policy and monitor its performance.



The Board is responsible for ensuring that the Company meets financial and other regulatory disclosure requirements in accordance with legislation and stock exchange rules.  A strong disclosure ethic will enable the Company to benefit, as it will promote a transparent and open image that shareholders and partners can trust and rely on.



Legal Requirements



The board is responsible for ensuring overall compliance with legal and regulatory requirements applicable to the Company.  The board has the responsibility for the approval of management proxy circulars, the annual financial statements, any changes in by-laws, take-over bid circulars, filling the vacancies on the board or in the appointment of auditors



Board Functioning



The board has the responsibility to manage its own affairs including developing its own agenda and procedures.  Consider its size and identify and approve prospective nominees to the board.  Insure the comprehensive orientation of all directors.



Regularly assess the effectiveness and contribution of the Board, its committees and each board member.  Take measures to satisfy itself as to the integrity of management.  To ensure that key management are appropriately compensated to encourage the Companys long-term success.



Choose the Chief Executive Officer (CEO) and approve the appointment of other senior management including but not limited to the led director and the chairman.  Monitor performance of the CEO and of senior management.  Place limits of authority delegated to senior management.



The board will review on an annual basis the Companys Code of Ethics and monitor compliance with the code.



Establish and review its own policies and practices at least on an annual basis.



Meeting of the board will be held at least on a quarterly basis, in person, or via teleconferencing.



Committees of the Board



The board will establish committees of the board and delegate certain duties and responsibilities to such committees.  The board will oversee such committees and oversee their performance.  According to applicable regulations the board shall appoint the following standing committees annually, each composed of a majority of independent directors:



AUDIT COMMITTEE  comprised of three independent directors

CORPORATE GOVERNANCE COMMITTEE  comprised of three independent directors, the lead director

and two members of the audit committee



COMPENSATION COMMITEE  comprised of three independent Directors



44





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Compensation Committee



As at January 23, 2009 the Compensation Committee was comprised of Hubert Marleau, Amb. Thomas Graham Jr. and Jean Luc Roy, Chairman.  This committee reviews the compensation of senior management on an annual basis and assists in the administration of the Companys employee stock option plan.



The compensation committee is responsible for ensuring the remuneration and incentive packages of Executive Management are fair and suitable to attract, motivate and retain personnel of the right caliber to meet the organizations needs.  For further details refer to above sections Report on Executive Compensation and Compensation of Directors.



Corporate Governance Committee



The Corporate Governance Committee is comprised of Hubert Marleau, Chairman, Amb. Thomas Graham Jr. and Victor Fern.  The Corporate Governance Committee is responsible for reviewing matters relating to corporate governance and making recommendations to the Board with respect thereto.  A copy of the Companys Corporate Governance Policy is attached as Exhibit E.



D.

Employees



During the fiscal year ended April 30, 2009, the Company had up to 25 employees, 10 consultants and up to 40 seasonal employees.  The employees are located at the Head Office in Vancouver, BC, the Field Office in Saskatoon, SK and at the warehouse located in LaRonge, SK.  During the field seasons, summer and winter the seasonal workers and consultants are distributed among the companies various projects in Manitoba, Saskatchewan and Alberta and generally will work from the Saskatoon office when not in the field.



E.

Share Ownership



The following tables set forth the share ownership of those persons listed in Subsection 6B above and include details of options and warrants to purchase shares of the Company held by such persons for the most recently completed fiscal year

ending April 30, 2009:



45





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|                      |              |                                                                         |                                                                                          |                                              |                                                                                         
|--------------------- | ------------ | ----------------------------------------------------------------------- | ---------------------------------------------------------------------------------------- | -------------------------------------------- | ----------------------------------------------------------------------------------------
|Name                  | Shares Owned | Number of Shares Optioned                                               | Date Option Granted                                                                      | Exercise Price                               | Expiry Date                                                                             
|Peter Dasler          | 1,136,125    |                                                                         |                                                                                          |                                              |                                                                                         
|                      |              | 120,000
50,000
65,000
470,000
440,000
100,000
100,000
605,000
810,000   | Nov 5/04
Nov 29/05
Mar 7/05
Oct 14/05
Nov 16/06
Mar 30/07
Jun 28/07
Dec 21/07
Jan 26/09  | 0.40
0.45
0.58
0.45
0.50
0.74
0.62
0.40
0.12 | Nov 5/09
Nov 29/09
Mar 7/10
Oct 14/10
Nov 16/11
Mar 30/12
Jun 28/12
Dec 20/12
Jan 25/14 
|Emil Fung             | 8,643        |                                                                         |                                                                                          |                                              |                                                                                         
|                      |              | 10,000
75,000
175,000
200,000
440,000
100,000
200,000
1,500,000
810,000 | Mar 7/05
Jul 13/05
Oct 14/05
Feb 14/06
Nov 16/06
Mar 30/07
Jun 28/07
Dec 21/07
Jan 26/09 | 0.58
0.35
0.45
0.42
0.50
0.74
0.62
0.40
0.12 | Mar 7/10
Jul 13/10
Oct 14/10
Feb 14/11
Nov 16/11
Mar 30/12
Jun 28/12
Dec 20/12
Jan 25/14
|Hubert Marleau        | nil          |                                                                         |                                                                                          |                                              |                                                                                         
|                      |              | 12,500
37,500
10,000
440,000
150,000                                    | Oct 14/05
Nov 16/06
Jun 28/07
Dec 21/07
Jan 26/09                                        | 0.45
0.50
0.62
0.40
0.12                     | Oct 14/10
Nov 16/11
Jun 28/12
Dec 20/12
Jan 25/14                                       
|Jean Luc Roy          | nil          |                                                                         |                                                                                          |                                              |                                                                                         
|                      |              | 100,00
400,000
150,000                                                  | Oct 31/07
Dec 21/07
Jan 26/09                                                            | 0.45
0.40
0.12                               | Oct 31/12
Dec 20/12
Jan 25/14                                                           
|Amb. Thomas Graham Jr | 200,000      |                                                                         |                                                                                          |                                              |                                                                                         
|                      |              | 500,000
150,000                                                         | Mar 30/07
Jan 26/09                                                                      | 0.74
0.12                                    | Mar 30/12
Jan 25/14                                                                     
|Victor Fern           | nil          |                                                                         |                                                                                          |                                              |                                                                                         
|                      |              | 500,000
150,000                                                         | Mar 25/07
Jan 26/09                                                                      | 0.40
0.12                                    | Mar 24/13
Jan 25/14                                                                     
|Karl Schimann         | 106,700      |                                                                         |                                                                                          |                                              |                                                                                         
|                      |              | 65,000
800,000
440,000
100,000
100,000
1,195,000
810,000                | Mar 7/05
Oct 14/05
Nov 16/06
Mar 30/07
Jun 28/07
Dec 21/07
Jan 26/0                      | 0.58
0.45
0.50
0.74
0.62
0.40
0.12           | Mar 7/10
Oct 14/10
Nov 16/11
Mar 30/12
Jun 28/12
Dec 20/12
Jan 25/14                    
|Damian Towns          | nil          |                                                                         |                                                                                          |                                              |                                                                                         
|                      |              | 1,000,000
810,000                                                       | Dec 10/08
Jan 26/09                                                                      | 0.25
0.12                                    | Dec 9/13
Jan 25/14                                                                      
|Frances Petryshen     | nil          |                                                                         |                                                                                          |                                              |                                                                                         
|                      |              | 200,000
450,000                                                         | Dec 21/07
Jan 26/09                                                                      | 0.40
0.12                                    | Dec 20/12
Jan 25/14                                                                     



Warrants to Purchase Shares



|             |               |                 |                |             
|------------ | ------------- | --------------- | -------------- | ------------
|Name         | Purchase Date | Warrant Balance | Exercise Price | Expiry Date 
|Peter Dasler | May 13, 2008  | 29,412          | $0.50          | May 12, 2010





46





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Options and Other Rights to Purchase Shares

Directors, officers, employees and contractors are granted options to purchase common shares under the Companys stock option plan.  For details of such rights refer to note 13 of the attached Exhibit A Audited Consolidated Financial Statements for the fiscal year ending April 30, 2009.



ITEM 7.

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS



A.

Major Shareholders



To the knowledge of the directors and executive officers of the Company, and based upon the Companys review of the records maintained by CIBC Mellon Trust Company and insider reports filed with System for Electronic Disclosure by Insiders (SEDI), as at August 11, 2009, the Company had 137,833,650 shares issued and the following shareholders beneficially owned, directly or indirectly, or exercised control or direction over, shares carrying more than 10% of the voting rights attached to all outstanding shares of the Company:



|                                                                                                    |                             |                            
|--------------------------------------------------------------------------------------------------- | --------------------------- | ---------------------------
|Shareholder Name and Address                                                                        | Number of Shares Held       | Percentage of Issued Shares
|CDS & Company (1)
25th Esplanade, Box 1038, Stn. A,
Toronto, Ontario M5E 1W5                        | 121,360,106                 | 88.04%                     
|CEDE & CO  (2)
P.O. Box 20, Bowling Green Stn.
New York, NY 10274                                   | 14,021,448                  | 10.17%                     
|Ravensden Asset  Management Inc. (3)
One Adelaide Street East, 29th Floor,
Toronto, Ontario M5C 2V9 | 11,323,529 / 15,735,293 (4) | 8.21% / 11.06% (4)         



Notes



(1)

CDS & Co. is a depository; the Company has no knowledge as to the beneficial ownership of these shares.  The information as to the shares beneficially owned by CDS is not within the knowledge of the Company and has been extracted from the register of shareholders maintained by the registrar and transfer agent for the Companys shares.

(2)

CEDE & Co. is a depository; the Company has no knowledge as to the beneficial ownership of these shares.  The information as to the shares beneficially owned by CEDE is not within the knowledge of the Company and has been extracted from the register of the shareholders maintained by the registrar agent for the Companys shares.

(3)

11,323,529 common shares and 4,411,764 warrants are held on behalf of the portfolios of investment funds and private clients accounts managed by Ravensden Asset Management.  This information has been extracted from the early warning report filed by Ravensden pursuant to National Instrument 62-103.

(4)

Calculated on a partially diluted basis only, assuming the exercise of the warrants.



B.

Related Party Transactions



There were no material transactions in the fiscal year ended April 30, 2009, or proposed material transactions between the Company or any of its subsidiaries, except as previously disclosed in the audited year ended April 30, 2009 consolidated financial statements.



C.

Interests of Experts and Counsel



This Form 20F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this section.









47





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ITEM 8.

FINANCIAL INFORMATION



A.

Consolidated Statements and Other Financial Information



This Annual Report contains consolidated financial statements for the Company for fiscal year end April 30, 2009 which contains an audit report dated July 31, 2009. Attached hereto as Exhibit A.





B.

Significant Changes



In August of 2009 the Company closed a non-brokered flow-through private placement of 5,826,764 units at a price of $0.17 per unit for gross proceeds of $990,550.  Each unit consists of one common share and one half of a warrant.  Each whole warrant is exercisable for a two year period at an exercise price of $0.24 per common share.



In addition reference should be made to the Companys Q1 2010 consolidated financial statements and MD&A filed on September 25, 2009 on SEDAR and on September 29th, on EDGAR.  These documents may also be found at the Companys web site www.canalaska.com .



ITEM 9.

THE OFFER AND LISTING



This Form 20F is being filed as an annual report under the Exchange Act, and as such provides information called for by items 9.A.4 and 9.C.



A.

Offer and Listing Details



4).

Information regarding pricing history of the stock shall be disclosed as follows:



(a)

The annual high and low market prices

for the five most recent financial years



Year EndedHighLowMay 2008  April 2009
May 2007  April 2008
May 2006  April 2007
May 2005  April 2006
May 2004  April 20050.31
0.70
0.97
0.76
0.640.045
0.25
0.38
0.26
0.10




B.

Plan of Distribution



This Form 20F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this section.



C.

Markets



The Companys common shares have traded on the TSX Venture Exchange since January 4, 1988 under the trading symbol CVV and are listed on the OTCBB from December 3, 1999 and under the trading symbol of CVVUF and on the Frankfurt Stock Exchange, Open Market under the trading symbol DH7.



D.

Selling Shareholders



This Form 20F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this section.



E.

Dilution



This Form 20F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this section.





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F.

Expenses of the Issue



This Form 20F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this section.



ITEM 10.

ADDITIONAL INFORMATION



A.

Share Capital



As of April 30, 2009, the Company had137,783,650 common shares without par value issued and outstanding which are fully paid.  The Company has unlimited authorized capital at no par value.  On July 14, 2009 the Company issued 50,000 common shares in connection with a property transaction and on August 14 and August 20 an additional 5,826,764 flow-through shares were issued pursuant to a non-brokered private placement for gross proceeds of $990,550.



As of October 15, 2009, the Company has 143,660,414 common shares without par value issued and outstanding which are fully paid.  The Company has21,947,500 outstanding stock options and 9,657,303outstanding share purchase warrants for a total of 175,265,217 calculated on a partially diluted basis only, assuming the exercise of the options and warrants.



B.

Memorandum and Articles of Association



1.

The Company is permitted to conduct any lawful business, that is it is not restricted from conducting by its
memorandum and articles, neither of which contain any restriction on the business that the Company may
conduct. CanAlaska Uranium Ltd. executive, registered and records office is located at 1020  625 Howe Street,   Vancouver, British Columbia, Canada, V6C 2T6, telephone number +1.604.688.3211.



The Company was incorporated on May 22, 1985 under the laws of the Province of British Columbia, Canada   under the name Canadian Gravity Recovery Group Ltd.  On June 14, 1985, the Company changed its name to
CanAlaska Resources Ltd.  On September 15, 1993, the Company consolidated its share capital on a four for   one basis and changed its name to International CanAlaska Resources Ltd.  On October 19, 1999 the Company
consolidated its share capital on a five for one basis and changed its name to CanAlaska Ventures Ltd.  The   Company was transitioned under the Business Corporations Act on September 24, 2004.  The Company
changed its name to CanAlaska Uranium Ltd. on October 11, 2006.



The Companys common stock (the Common Shares) has been listed on the Vancouver Stock Exchange (now   the TSX Venture Exchange) (the Exchange) since January 4, 1988 and is a Tier 1 Company.  The Company has   been trading on the OTC Bulletin Board in the United States under the symbol ICSKF since July 20, 1999 and   under the symbol CVVUF since December 3, 1999, and on the Frankfurt Stock Exchange, Open Market under   the trading symbol DH7.



The Company is a reporting company in British Columbia, Alberta, Ontario and Labrador and Newfoundland.    The Company is extra-provincially registered in Labrador and Newfoundland, Saskatchewan, Manitoba, and
Alberta, Canada.



2.

A director who is, in any way, directly or indirectly interested in an existing proposal or contract or transaction   with the Company, where a conflict of interest is declared, the nature and extent of the conflict which must be
disclosed as required by the Business Corporations Act (British Columbia), may not vote in respect to the   approval of the transaction.



3.

All of the shares of common stock of the Company are of the same class and, once issued, rank equally as to dividends, voting powers, and participation in assets and in all other respects, on liquidation, dissolution or winding up of the Company, whether voluntary or involuntary.  The holders of the common shares are entitled to one vote for each common share on all matters to be voted on by the shareholders.  There are no sinking fun provisions.  All common shares must be fully paid prior to issue and are thereafter subject to no further capital calls by the Company.  There exists no discriminatory provision affecting any existing or prospective holder of common shares as a result of such shareholder owning a substantial number of shares.







49





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4.

The rights of the shareholders may be changed only by the shareholders passing a special resolution approved   by members holding three fourths of the shares.



5.

The Board of Directors must call an annual general meeting once each calendar year, not later than 13 months   after the last such meeting.  The Board many call an extraordinary meeting of shareholders at any time.  Notice
of such meetings must be accompanied by an Information Circular describing the proposed business to be dealt   with and disclosures as prescribed by statute.  Not less than 21 days notice shall be given for any meeting.
A quorum shall be two members in person or proxy not representing less than 5% of the issued shares.



6.

The articles of the Company contain no limitations on the rights of non-resident or foreign shareholders.



7.

There are no provisions in the Companys articles that would have an effect of delaying, deferring or preventing   a change in control of the Company and that would operate only with respect to a merger, acquisition or
corporate restructuring involving the Company or its subsidiaries.



8.

There are no provisions in the Companys articles governing ownership threshold.





C.

Material Contracts for the year ended April 30, 2009.



During the year ended April 30, 2009, there were no material contracts entered into by the Company other than entered into during the normal course of business as disclosed in ITEM 4, Section D, Property, Plant and Equipment and ITEM 5 Section F, Tabular Disclosure of Contractual Obligations.



D.

Exchange Controls



There is no law or governmental decree or regulation in Canada that restricts the export or import of capital, or affects the remittance of dividends, interest or other payments to a non-resident holder of common shares, other than withholding tax requirements.



There is no limitation imposed by Canadian law or by the constituent documents of the Company on the right of a non-resident to hold or vote common shares, other than are provided in the Investment Canada Act (Canada).  The following summarizes the material features of the Investment Canada Act (Canada).



The Investment Canada Act (Canada) requires certain "non-Canadian" individuals, governments, corporations or other entities who wish to acquire a "Canadian business" (as defined in the Investment Canada Act), or establish a "new Canadian business" (as defined in the Investment Canada Act) to file either a notification or an application for review with a governmental agency known as "Investment Canada".  The Investment Canada Act requires that certain acquisitions of control of a Canadian business by a "non-Canadian" must be reviewed and approved by the Minister responsible for the Investment Canada Act on the basis that the Minister is satisfied that the acquisition is "likely to be of net benefit to Canada", having regard to criteria set forth in the Investment Canada Act.  Only acquisitions of control are reviewable under the Investment Canada Act; however, the Investment Canada Act provides detailed rules for the determination of whether control has been acquired and, pursuant to those rules, the acquisition of one-third or more of the voting shares of a corporation may, in some circumstances, be considered to constitute an acquisition of control.  Certain reviewable acquisitions of control may not be implemented before being approved by the Minister; if the Minister does not ultimately approve a reviewable acquisition which has been completed, the acquired Canadian business be divested.  Failure to comply with the review provisions of the Investment Canada Act could result in, among other things, an injunction or a court order directing disposition of assets or shares.



E.

Taxation



Material United States Federal Income Tax Consequences



The following is a general discussion of certain possible United States federal income tax consequences, under current law, generally applicable to a U.S. Holder (as hereinafter defined) of common shares of the Company. This discussion does not address all potentially relevant federal income tax matters and it does not address consequences peculiar to persons subject to special provisions of federal income tax law, such as those described below as excluded from the definition of a U.S. Holder. In addition, this discussion does not cover any state, local or foreign tax consequences (see Canadian Federal Income Tax Consequences below).





50





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



U.S. Holders



As used herein, a U.S. Holder means a holder of common shares of the Company who is a citizen or individual resident of the United States, a corporation or partnership created or organized in or under the laws of the United Sates or of any political subdivision thereof, an estate whose income is taxable in the United States irrespective of source or a trust subject to the primary supervision of a court within the United States and control of a United States fiduciary as described in Section 7701(a)(30) of the Code. This summary does not address the tax consequences to, and U.S. Holder does not include, persons subject to specific provisions of federal income tax law, such as tax-exempt organizations, qualified retirement plans, individual retirement accounts and other tax-deferred accounts, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, nonresident alien individuals, or foreign corporations whose ownership of common shares of the Company is not effectively connected with conduct on a trade or a business in the United States, persons or entities that have a functional currency other than the U.S. dollar, shareholders who hold common shares as part of a straddle, hedging or a conversion transaction, and shareholders subject to the alternative minimum tax, and shareholders who acquired their common shares through the exercise of employee stock options or otherwise as compensation for services. This summary is limited to U.S. Holders who own common shares as capital assets. This summary does not address the consequences to a person or entity holding an interest in a shareholder or the consequences to a person of the ownership, exercise or disposition of any options, warrants or other rights to acquire common shares.



Distribution on Common Shares of the Company



U.S. Holders receiving dividend distributions (including constructive dividends) with respect to shares of the Company are required to include in gross income for United States federal income tax purposes the gross amount of such distributions, equal to the U.S. dollar value of such distributions on the date of receipt (based on the exchange rate on such date), to the extent that the Company has current or accumulated earnings or profits, without reduction for any Canadian income tax withheld from such distributions. Such Canadian tax withheld may be credited, subject to certain limitations, against the U.S. Holders federal income tax liability or, alternatively, may be deducted in computing the U.S. Holders federal taxable income by those who itemize deductions (see more detailed discussion at Foreign Tax Credit below).  To the extent that distributions exceed current or accumulated earnings and profits of the Company, they will be treated first as a return of capital up to the U.S. Holders adjusted basis in the common shares and thereafter as gain from the sale or exchange of the common shares. Preferential tax rates for long-term capital gains are applicable to a U.S. Holder, which is an individual, estate or trust. There are currently no preferential tax rates for long-term capital gains for a U.S. Holder, which is a corporation.



In the case of foreign currency received as a dividend that is not converted by the recipient into U.S. dollars on the date of receipt, a U.S. Holder will have a tax basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Generally any gain or loss recognized upon a subsequent sale or other disposition of the foreign currency, including the exchange for U.S. dollars, will be ordinary income or loss. However, an individual whose realized gain does not exceed $200 will not recognize that gain, to the extent that there are no expenses associated with the transaction that meet the requirement for deductibility as a trade or business expense (other than travel expenses in connection with a business trip) or as an expense for the production of income.



Dividends paid on the common shares of the Company generally will not be eligible for the dividends received deduction provided to corporations receiving dividends from certain United States corporations. A U.S. Holder which is a corporation may, under certain circumstances, be entitled to a 70% (or 80%) deduction of the United States source portion of dividends received from the Company (unless the Company qualifies as a foreign personal holding company or a passive foreign investment company, as defined below) if such U.S. Holder owns shares representing at least 10%



51





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(or 20%) of the voting power and value of the Company. The availability of this deduction is subject to several complex limitations that are beyond the scope of this discussion.





Information Reporting and Backup Withholding



Under current Treasury Regulations, dividends paid on the Companys common shares, if any, generally will not be subject to information reporting and generally will not be subject to U.S. backup withholding tax. However, dividends and the proceeds from a sale of the Companys common shares paid in the U.S. through a U.S. or U.S. related paying agent (including a broker) will be subject to U.S. information reporting requirements and may also be subject to the 30% U.S. backup withholding tax, unless the paying agent is furnished with a duly completed and signed Form W-9. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a refund or a credit against theU.S. Holders U.S. federal income tax liability, provided the required information is furnished to the IRS.



Foreign Tax Credit



A U.S. Holder who pays (or has withheld from distributions) Canadian income tax with respect to the ownership of common shares of the Company may be entitled, at the option of the U.S. Holder, to either receive a deduction or a tax credit for such foreign tax paid or withheld. Generally, it will be more advantageous to claim a credit because a credit reduces United States federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayers income subject to tax. This election is made on a year-by-year basis and applies to all foreign taxes paid by (or withheld from) the U.S. Holder during that year. There are significant and complex limitations which apply to the credit, among which is the general limitation that the credit cannot exceed the proportionate share of the U.S. Holders United States income tax liability that the U.S. Holders foreign source income bears to his or its worldwide taxable income. In the determination of the application of this limitation, the various items of income and deduction must be classified into foreign and domestic sources. Complex rules govern this classification process. In addition, this limitation is calculated separately with respect to specific classes of income such as passive income, high withholding tax interest, financial services income, shipping income, and certain other classifications of income. Dividends distributed by the Company will generally constitute passive income or, in the case of certain U.S. Holders, financial services income for these purposes. The availability of the foreign tax credit and the application of the limitations on the credit are fact specific, and U.S. Holders of common shares of the Company should consult their own tax advisors regarding their individual circumstances.



Disposition of Common Shares of the Company



A U.S. Holder will recognize a gain or loss upon the sale of common shares of the Company equal to the difference, if any, between (i) the amount of cash plus the fair market value of any property received, and (ii) the shareholders tax basis in the common shares of the Company. Preferential tax rates apply to long-term capital gains of U.S. Holders which are individuals, estates or trusts. This gain or loss will be a capital gain or loss if the common shares are a capital asset in the hands of the U.S. Holder, which will be a long-term capital gain or loss if the common shares of the Company are held for more than one year. Deductions for net capital losses are subject to significant limitations. For U.S. Holders who are not corporations, any unused portion of such net capital loss may be carried over to be used in later tax years until such net capital loss is thereby exhausted. For U.S. Holders which are corporations (other than corporations subject to Subchapter S of the Code), an unused net capital loss may be carried back three years from the loss year and carried forward five years from the loss year to be offset against capital.



Currency Exchange Gains or Losses



U.S. Holders generally are required to calculate their taxable incomes in United States dollars. Accordingly, a U.S. Holder who purchases common shares of the Company with Canadian dollars will be required to determine the tax basis of such shares in United States dollars based on the exchange rate prevailing on the settlement date of the purchase (and may be required to recognize the unrealized gain or loss, if any, in the Canadian currency surrendered in the purchase transaction). Similarly, a U.S. Holder receiving dividends or sales proceeds from common shares of the Company in Canadian dollars will be required to compute the dividend income or the amount realized on the sale, as the case may be, in United States dollars based on the exchange rate prevailing at the time of receipt in the case of dividends and on the settlement date in the case of sales on an established securities exchange. A gain or loss, if any, recognized on a disposition of Canadian currency in connection with the described transaction generally will be treated as an ordinary gain or loss.







52





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Other Considerations



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



Foreign Personal Holding Company



If at any time during a tax year more than 50% of the total combined voting power or the total value of the Companys outstanding shares is owned, directly or indirectly, by five or fewer individuals who are citizens or residents of the United States and 60% or more of the Companys gross income for such year was derived from certain passive sources (e.g., from dividends received from its subsidiaries), the Company may be treated as a foreign personal holding company. In that event, U.S. Holders that hold common shares would be required to include in gross income for such year their allocable portions of such passive income to the extent the Company does not actually distribute such income. The Company does not believe that it currently qualifies as a foreign personal holding company. However, there can be no assurance that the Company will not be considered a foreign personal holding company for the current or any future taxable year.



Foreign Investment Company



If 50% or more of the combined voting power or total value of the Companys outstanding shares are held, directly or indirectly, by citizens or residents of the United States, United States domestic partnerships or corporations, or estates or trusts other than foreign estates or trusts (as defined by the Code Section 7701(a)(31)), and the Company is found to be engaged primarily in the business of investing, reinvesting or trading in securities, commodities, or any interest therein, it is possible that the Company may be treated as a foreign investment company as defined in Section 1246 of the Code, causing all or part of any gain realized by a U.S. Holder selling or exchanging common shares to be treated as ordinary income rather than a capital gain. The Company does not believe that it currently qualifies as a foreign investment company. However, there can be no assurance that the Company will not be considered a foreign investment company for the current or any future taxable year.



Passive Foreign Investment Company (PFIC)



The Code contains rules governing passive foreign investment companies (PFIC) which can have significant tax effects on U.S. Holders of foreign corporations. These rules do not apply to non-U.S. Holders. Section 1297 of the Code defines a PFIC as a corporation that is not formed in the United States and, for any taxable year, either (i) 75% or more of its gross income is passive income, which includes interest, dividends and certain rents and royalties or (ii) the average percentage, by fair market value (or, if the Company is not publicly traded and either is a controlled foreign corporation or makes an election, by adjusted tax basis), of its assets that produce or are held for the production of passive income is 50% or more. The Company believes that it qualified as a PFIC for the fiscal year ended April 30, 1988 and the fiscal years ended from April 30, 1989 through April 30, 2005.  There can be no assurance that the Companys determination concerning its PFIC status will not be challenged by the IRS, or that it will be able to satisfy record keeping requirements which will be imposed on a qualified electing fund (QEF). Each U.S. Holder of the Company is urged to consult a tax advisor with respect to how the PFIC rules affect their tax situation.



A U.S. Holder who holds stock in a foreign corporation during any year in which such corporation qualifies as a PFIC is subject to United States federal income taxation under one of two alternative tax regimes at the election of each such U.S. Holder. The following is a discussion of such two alternative tax regimes applied to such U.S. Holders of the Company. In addition, special rules apply if a foreign corporation qualifies as both a PFIC and a controlled foreign corporation (as defined below) and a U.S. Holder owns, actually or constructively, 10% or more of the total combined voting power of classes of stock entitled to vote of such foreign corporation (see more detailed discussion at Controlled Foreign Corporation below).



A U.S. Holder who elects in a timely manner to treat the Company as a QEF (an Electing U.S. Holder) will be subject, under Section 1293 of the Code, to current federal income tax for any taxable year in which the Company qualifies as a PFIC on his pro rata share of the Companys (i) net capital gain (the excess of net long-term capital gain over net short-term capital loss), which will be taxed as a long-term capital gain to the Electing U.S. Holder and (ii) ordinary earnings (the excess of earnings and profits over net capital gain), which will be taxed as ordinary income to the Electing U.S. Holder, in each case, for the shareholders taxable year in which (or with which) the Companys taxable year ends, regardless of whether such amounts are actually distributed.





53





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The effective QEF election also allows the Electing U.S. Holder to (i) generally treat any gain realized on the disposition of his Company common shares (or deemed to be realized on the pledge of his shares) as capital gain; (ii) treat his share of the Companys net capital gain, if any, as a long-term capital gain instead of ordinary income; and (iii) either avoid interest charges resulting from PFIC status altogether, or make an annual election, subject to certain limitations, to defer payment of current taxes on his share of the Companys annual realized net capital gain and ordinary earnings subject, however, to an interest charge. If the Electing U.S. Holder is not a corporation, such an interest charge would be treated as personal interest that is not deductible.



The procedure a U.S. Holder must comply with in making an effective QEF election will depend on whether the year of the election is the first year in the U.S. Holders holding period in which the Company is a PFIC. If the U.S. Holder makes a QEF election in such first year, i.e., a timely QEF election, then the U.S. Holder may make the QEF election by simply filing the appropriate documents at the time the U.S. Holder files his tax return for such first year. If, however, the Company qualified as a PFIC in a prior year, then in addition to filing documents, the U.S. Holder must elect to recognize under the rules of Section 1291 of the Code (discussed herein), any gain that he would otherwise recognize if the U.S. Holder sold his stock on the qualification date or if the Company is a controlled foreign corporation, the U.S. Holders pro rata share of the Companys post-1986 earnings and profits as of the qualification date. The qualification date is the first day of the Companys first tax year in which the Company qualified as a QEF with respect to such U.S. Holder. The elections to recognize such gain or earnings and profits can only be made if such U.S. Holders holding period for the common shares of the Company includes the qualification date. By electing to recognize such gain or earnings and profits, the U.S. Holder will be deemed to have made a timely QEF election. A U.S. Holder who made elections to recognize gain or earnings and profits after May 1, 1992 and before January 27, 1997 may, under certain circumstances, elect to change such U.S. Holders qualification date to the first day of the first QEF year. U.S. Holders are urged to consult a tax advisor regarding the availability of and procedure for electing to recognize gain or earnings and profits under the foregoing rules. In addition, special rules apply if a foreign corporation qualifies as both a PFIC and a controlled foreign corporation (as defined below) and a U.S. Holder owns, actually or constructively, 10% or more of the total combined voting power of classes of stock entitled to vote of such foreign corporation (see more detailed discussion at Controlled Foreign Corporation below).



If the Company is a PFIC for any taxable year during which a Non-Electing U.S. Holder holds Company common shares, then the Company will continue to be treated as a PFIC with respect to such Company common shares, even if it is no longer definitionally a PFIC. A Non-Electing U.S. Holder may terminate this deemed PFIC status by electing to recognize a gain (which will be taxed under the rules discussed above for Non-Electing U.S. Holders) as if such Company common shares had been sold on the last day of the last taxable year for which it was a PFIC.



Effective for tax years of U.S. Holders beginning after December 31, 1997, U.S. Holders who hold (actually or constructively) marketable stock of a foreign corporation that qualifies as a PFIC, may annually elect to mark such stock to the market (a mark-to-market election). If such an election is made, such U.S. Holder will not be subject to the special taxation rules of Section 1291 discussed above. However, if the mark-to-market election is made by a Non-Electing U.S. Holder after the beginning of the holding period for the PFIC stock, then the Section 1291 rules will apply to certain dispositions of, distributions on and other amounts taxable with respect to the Companys common shares. A U.S. Holder who makes the mark-to-market election will include in income for the taxable year for which the election was made an amount equal to the excess, if any, of the fair market value of the common shares of the Company as of the close of such tax year over such U.S. Holders adjusted basis in such common shares. In addition, the U.S. Holder is allowed a deduction for the lesser of (i) the excess, if any, of such U.S. Holders adjusted tax basis in common shares over the fair market value of such shares as of the close of the tax year, or (ii) the excess, if any, of (A) the mark-to-market gains for the common shares in the Company included by such U.S. Holder for prior tax years, including any amount which would have been included for any prior tax year but for the Section 1291 interest on tax deferral rules discussed above with respect to Non-Electing U.S. Holders, over (B) the mark-to-market losses for shares that were allowed as deductions for prior tax years. A U.S. Holders adjusted tax basis in the common shares of the Company will be adjusted to reflect the amount included in or deducted from income as a result of a mark-to-market election. A mark-to-market election applies to the taxable year in which the election is made and to each subsequent taxable year, unless the Companys common shares cease to be marketable, as specifically defined, or the Secretary of the IRS consents to revocation of the election. Because the IRS has not established procedures for making a mark-to-market election, U.S. Holders should consult their tax advisor regarding the manner of making such an election.



Under Section 1291(f) of the Code, the IRS has issued Proposed Treasury Regulations that, subject to certain exceptions, would treat as taxable certain transfers of PFIC stock by Non-Electing U.S. Holders that are generally not otherwise taxed, such as gifts, exchanges pursuant to corporate reorganizations, and transfers at death. Generally, in such cases the basis of the Companys common shares in the hands of the transferee and the basis of any property received in exchange for those common shares would be increased by the amount of the gain recognized. Under the Proposed Treasury



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Regulations, an Electing U.S. Holder would not be taxed on certain transfers of PFIC stock, such as gifts, exchanges pursuant to corporate reorganizations, and transfers at death. The transferees basis in this case will depend on the manner of transfer. In a transfer at death, for example, the transferees basis is equal to (i) the fair market value of the Electing U.S. Holders common shares reduced by the U.S. Holders adjusted basis in these common shares at death. The specific tax effect to the U.S. Holder and the transferee may vary based on the manner in which the common shares are transferred. Each U.S. Holder of the Company is urged to consult a tax advisor with respect to how the PFIC rules affect their tax situation.



Certain special, generally adverse, rules will apply with respect to the Company common shares while the Company is a PFIC whether or not it is treated as a QEF. For example, under Section 1298(b)(6) of the Code, a U.S. Holder who uses PFIC stock as security for a loan (including a margin loan) will, except as may be provided in regulations, be treated as having made a taxable disposition of such shares.



If the Company is classified as a PFIC, U.S. Holders who do not make timely QEF Elections (as discussed above) will be subject to a number of special tax rules. For example, gains recognized on disposition of the Company stock or the receipt of an excess distribution from the Company is (i) treated as if it were ordinary income earned  ratably on each day of the period the U.S. Holder owns shares of the Company at the highest marginal rate in effect during the period in which it was deemed included and (ii) subject to an interest charge as if the resulting tax had actually been due in such earlier year or years (an excess distribution is the amount of any distribution received by the U.S. Holder during the taxable year that exceeds 125% of the immediately preceding three year average of distributions received from the Company, subject to certain adjustments.) Proposed Regulations broadly define a disposition to include any transaction or event that constitutes an actual or deemed transfer of property for any purpose under the Code, including (but not limited to) a sale, exchange, gift, transfer at death, and the pledging of PFIC stock to secure a loan. If the tax described above is not imposed on transfer at death, the recipient of the PFIC stock receives a basis in the transferred stock equal to the lesser of the fair market value or the adjusted basis of the stock in the hands of the U.S. Holder immediately before death. Finally, the foregoing rules will continue to apply with respect to a U.S. Holder who held the stock of the Company while the Company met the definition of a PFIC even if the Company ceases to meet the definition of a PFIC.



Controlled Foreign Corporation



If more than 50% of the total combined voting power of all classes of shares entitled to vote or the total value of the shares of the Company is owned, actually or constructively, by citizens or residents of the United States, United States domestic partnerships and corporations or estates or trusts other than foreign estates or trusts (as defined by the Code Section 7701 (a)(31), each of which own, actually or constructively, 10% or more of the total combined voting power of all classes of shares of the Company (United States Shareholder), the Company could be treated as a controlled foreign corporation (CFC) under Subpart F of the Code. This classification would effect many complex results, one of which is the inclusion of certain income of a CFC which is subject to current U.S. tax. The United States generally taxes United States Shareholders of a CFC currently on their pro rata shares of the Subpart F income of the CFC. Such United States Shareholders are generally treated as having received a current distribution out of the CFCs Subpart F income and are also subject to current U.S. tax on their pro rata shares of the CFCs earnings invested in U.S. property. The foreign tax credit described above may reduce the U.S. tax on these amounts. In addition, under Section 1248 of the Code, gain from the sale or exchange of shares by a U.S. Holder of common shares of the Company which is or was a United States Shareholder at any time during the five-year period ending with the sale or exchange is treated as ordinary income to the extent of earnings and profits of the Company attributable to shares sold or exchanged. If a foreign corporation is both a PFIC and a CFC, the foreign corporation generally will not be treated as a PFIC with respect to United States shareholders of the CFC. This rule generally will be effective for taxable years of United States Shareholders beginning after 1997 and for taxable years of foreign corporations ending with or within such taxable years of United States Shareholders. Special rules apply to United States Shareholders who are subject to the special taxation rules under Section 1291 discussed above with respect to a PFIC. Because of the complexity of Subpart F, a more detailed review of these rules is outside the scope of this discussion. The Company does not believe that it currently qualifies as a CFC. However, there can be no assurance that the Company will not be considered a CFC for the current or any future taxable year.



Material Canadian Federal Income Tax Consequences



The summary below is restricted to the case of a holder (a Holder) of one or more common shares who for the purposes of the Income Tax Act (Canada) (the Act) is a non-resident of Canada, holds his common shares as capital property and deals at arms length with the Company.





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The following is a general discussion of certain possible Canadian federal income tax consequences, under current law, generally applicable to a non-resident of Canada (as hereinafter defined) of common shares of the Company. This discussion does not address all potentially relevant federal income tax matters and it does not address consequences peculiar to persons subject to special provisions of federal income tax law, such as those described above as excluded from the definition of a U.S. Holder. In addition, this discussion does not cover any provincial, local or foreign tax consequences.



Dividends



A Holder will be subject to Canadian withholding tax (Part XIII Tax) equal to 25%, or such lower rate as may be available under an applicable tax treaty, of the gross amount of any dividend paid or deemed to be paid on his common shares. Under the 1995 Protocol amending the Canada-US Income Tax Convention (1980) (the Treaty) the rate of Part XIII Tax applicable to a dividend on common shares paid to a Holder who is a resident of the United States is, if the Holder is a company that beneficially owns at least 10% of the voting stock of the Company, 5% and in any other case, 15% of the gross amount of the dividend. The Company will be required to withhold the applicable amount of Part XIII Tax from each dividend so paid and remit the withheld amount directly to the Receiver General for Canada for the account of the Holder.



Capital Gains



A Holder who disposes of a common share, including by deemed disposition on death, will not be subject to Canadian tax on any capital gain (or capital loss) thereby realized unless the common share constituted taxable Canadian property as defined by the Act. Generally, a common share will not constitute taxable Canadian property of a Holder unless he held the common shares as capital property used by him carrying on a business (other than an insurance business) in Canada, or he or persons with whom he did not deal at arms-length alone or together held or held options to acquire, at any time within the five years preceding the disposition, 25% or more of the shares of any class of the capital stock of the Company.



A Holder who is resident of the United States and realizes a capital gain on disposition of a common share that was taxable Canadian property will nevertheless, by virtue of the Treaty, generally be exempt from Canadian tax thereon unless (a) more than 50% of the value of the common share is derived from, or forms an interest in, Canadian real estate, including Canadian mineral resource properties, (b) the common share formed part of the business property of a permanent establishment that the Holder has or had in Canada within the 12 months preceding disposition, or (c) the Holder (i) was a resident of Canada at any time within the ten years immediatelythe disposition and for a total of 120 months during the 20 years, preceding the disposition, and (ii) owned the common share when he ceased to be a resident of Canada.



A Holder who is subject to Canadian tax in respect of a capital gain on disposition of a common share must include one-half of the capital gain (taxable capital gain) in computing his taxable income earned in Canada. This Holder may, subject to certain limitations, deduct one half of any capital loss (allowable capital loss) arising on disposition of taxable Canadian property from taxable capital gains realized in the year of disposition in respect of taxable Canadian property and, to the extent not so deductible, from such taxable capital gains of any of the three preceding years or any subsequent year.



F.

Dividends and Paying Agents



This Form 20F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this section.



G.

Statements by Experts



This Form 20F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this section.



H.

Documents on Display



Any documents referred to in this Annual Report may be inspected at the head office of the Company, 1020  625 Howe Street, Vancouver, British Columbia, V6C 2T6, Canada, during normal business hours.







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I.

Subsidiary Information



There is no information relating to the Companys subsidiaries which must be provided in Canada and which are not otherwise called for by the body of generally accepted accounting principles used in preparing the consolidated financial statements.



ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK



The Company anticipates its primary market risk, if any, to be related to fluctuations in exchange rates. Exchange rate risk may arise if the Company is required to use different currencies for various aspects of its operations.  At present, the functional currency for the Company is the Canadian dollar.  Based on the Companys overall exchange rate risk as at April 30, 2009, the Company believes that a ten percent change in exchange rates would not have a material adverse effect on its financial position, results of operations, or changes in financial position.  The Company intends to monitor its exchange rate risk and take reasonable steps to reduce its exposure.  The Company does not intend to purchase or sell derivative instruments for speculative purposes.



ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES



This Form 20F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this section.





PART II



ITEM 13.

DEFAULTS, DIVIDEND ARREARS AND DELINQUENCIES



There has not been a material default in the payment of principal, interest, a sinking or purchase fund installment, or any other material default not cured within thirty days, relating to indebtedness of the Company or any of its significant subsidiaries.  There are no payments of dividends by the Company in arrears, nor has there been any other material delinquency relating to any class of preference shares of the Company.





ITEM 14.

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS



This Form 20F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this section.



ITEM 15.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Companys disclosure controls and procedures (DCP) are designed to provide reasonable assurance that all relevant information is communicated to senior management, to allow timely decisions regarding required disclosure. Management has concluded, and the audit committee has agreed that taking into account the present stage of the Company's development, the Company does not have sufficient size and scale to warrant the hiring of additional staff to address all the requirements of a fully segregated financial close process. The Chief Financial Officer is responsible for preparing, authorizing, and reviewing information that is key to the preparation of financial reports. He is also responsible for preparing and reviewing the resulting financial reports. This weakness has the potential to result in material misstatements in the Companys consolidated financial statements.

Internal Controls over Financial Reporting Procedures

The management of the Company is responsible for establishing and maintaining adequate internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).  The Companys internal control system was designed to provide reasonable assurance to the Companys management and the board of directors regarding the reliability of financial reporting and preparation and fair presentation of published financial statements for external purposes in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company



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are being made only in accordance with authorizations of management and directors of the Company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Companys assets that could have a material effect on the financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.  Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  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.

The Companys management, with the participation of the Chief Executive Officer and the Chief Financial Officer, has evaluated the effectiveness of internal control over financial reporting based on the framework and criteria established in Internal Control  Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management has concluded that internal control over financial reporting has an inherent limitation in respect of the financial close process (as identified above) and therefore is not permitted to conclude that the issuers internal control over financial reporting was effective as of April 30, 2009.  Management and the audit committee however have concluded that the after taking into account the present stage of the Companys development, the Company does not have sufficient size and scale to warrant the hiring of additional staff to address all the requirements of a fully segregated financial close process.

During the Companys most recently completed financial year ended April 30, 2009, there were no changes in the Companys internal control over financial reporting that have materially affected, or are reasonably likely to affect, its internal control over financial reporting.

This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this annual report.



ITEM 16.

[Reserved]





ITEM 16A.

AUDIT COMMITTEE FINANCIAL EXPERT



Composition of the Audit Committee



The Companys audit committee members are Jean Luc Roy, Amb. Thomas Graham Jr. and Hubert Marleau.  They are all independent directors.



Mr. Roy is chairman and an independent member of the audit committee and is financially literate.  Mr. Roy has been a director or executive officer of several exploration and mining companies for the past 20 years.  Subsequent to the Companys year end Mr. Roy resigned as the President and CEO of El Nino Ventures Inc.



Mr. Marleau is an independent member of the audit committee and is financially literate.  With Mr. Marleaus extensive work history working with private and public companies as a director, Mr. Marleau has an understanding of internal controls and procedures for financial reporting.



Ambassador Thomas Graham Jr. is a member of the audit committee and is financially literate.  Mr. Graham is currently chairman of Cypress Fund for Peace and Security, chairman of Mexco Energy and executive chairman of Thorium Power, Ltd.



For further information on the structure and responsiblities of the audit committee see attached Appendix C  Audit Committee Charter.



ITEM 16B.

CODE OF ETHICS



The Company has adopted a Code of Ethics that applies to all of its officers, directors, advisors, employees and contractors.  The Code of Ethics is posted on the Companys web site, has been posted to SEDAR and EDGAR and is attached hereto as Appendix D.  A copy of the Code may be requested by contacting the head office at #1020  625 Howe Street, Vancouver, BC, V6C 2T6, by telephone 604.688.3211, fax 604.688.3217 or via e-mail at canalaska.com.





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ITEM 16C.

PRINCIPAL ACCOUNTANT FEES AND SERVICES



The following table discloses the aggregate fees billed for each of the last two financial years for professional services rendered by the Companys audit firm for various services in Canadian Dollars.



External Auditor Service Fees



The aggregate fees billed by the Companys external auditors in each of the last two fiscal years for audit of the Companys accounts are as follows:



|                     |            |                    |                   |               
|-------------------- | ---------- | ------------------ | ----------------- | --------------
|Financial Year Ended | Audit Fees | Audit-Related Fees | Tax Advisory Fees | All Other Fees
|2009                 | $40,000.00 | $9,500.00          | $8,000.00         | Nil           
|2008                 | $40,000.00 | $3,000.00          | $2,000.00         | Nil           



From time to time, management of the Company recommends to and requests approval from the audit committee for non-audit services to be provided by the Companys auditors.  The audit committee routinely considers such requests at committee meetings, and if acceptable to a majority of the audit committee members, pre-approves such non-audit services by a resolution authorizing management to engage the Companys auditors for such non-audit services, with set maximum dollar amount for each itemized service.  During such deliberations, the audit committee assesses, among other factors, whether the services requested would be considered prohibited services as contemplated by the US Securities and Exchange Commission, and whether the services requested and the fees related to such services could impair the independence of the auditors.





ITEM 16D.

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES



This Form 20F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this section.



ITEM 16E.

PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS



There have been no purchases made on behalf of the issuer or any affiliate issuer during this reporting period.



ITEM 16F.

CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT



The consolidated financial statements as at April 30th, 2007 were audited by predecessor auditors who expressed an opinion without reservation on those statements in their report dated August 15, 2007.



ITEM 16G.

CORPORATE GOVERNANCE



The Companys corporate governance practices do not differ significantly from the standards and guidelines that have been set by the regulatory agencies.  A copy of the Companys Corporate Governance Policy is published on the corporate web site, has been posted to SEDAR and EDGAR, and is attached hereto as Appendix E.





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PART III



ITEM 17.

FINANCIAL STATEMENTS



See the Audited Consolidated Financial Statements and Exhibits listed in Item 19 hereof and filed as part of this Annual Report.



ITEM 18.

FINANCIAL STATEMENTS



Not Applicable





ITEM 19.

EXHIBITS



(A)

Audited Consolidated Financial Statements

Description of Document:

Cover Sheet

Managements Responsibility for Financial Reporting

Auditors Report dated July 31,2009

Consolidated Balance Sheets as at April 30, 2009 and 2008

Consolidated Statements of Loss, Comprehensive loss and defitcit for the Fiscal Years Ended April 30, 2009,

2008 and  2007

Consolidated Statements of Cash Flows for the Fiscal Years Ended April 30, 2009, 2008 and 2007

Notes to Consolidated Financial Statements



(B)

Management Discussion and Analysis dated August 27, 2009.



(C)

Audit Committee Charter



(D)

Code of Ethics



(E)

Corporate Governance Policy



(F)

Exhibits

The following exhibits are filed as part of this Form 20F Annual Report.



Certifications of CEO and CFO for financial reporting, disclosure and internal controls



(1)

Certification of CEO Pursuant To 18 U.S.C. Section 1350 Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(2)

Certification of CFO Pursuant To 18 U.S.C. Section 1350 Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(3)

Certificate of Ethics for the Chief Executive Officer and the Chief Financial Officer





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SIGNATURES



The Company hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.



Date:

October 15, 2009



CANALASKA URANIUM LTD.







Peter Dasler

President & CEO







Damian Towns

Chief Financial Officer





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CERTIFICATIONS



I, Peter Dasler, Chief Executive Officer, certify that:



1.

I have reviewed this annual report on Form 20F of CanAlaska Uranium Ltd.;



2.

Based on my knowledge, this annual 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 annual report;



3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this annual report;



4.

The companys other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures for the company (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))  and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the Company and have:



(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under 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 companys disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the companys internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the companys internal control over financial reporting; and



5.

The companys other certifying officer(s) and I have disclosed, based on our more recent evaluation of internal control over financial reporting, to the companys auditors and the audit committee of the companys board of directors (or persons performing the equivalent functions):



(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the companys ability to record, process, summarize and report financial information; and



(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the companys internal control over financial reporting.



Date:

October 15, 2009



CANALASKA URANIUM LTD.





Peter Dasler

Peter Dasler

Chief Executive Officer



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CERTIFICATIONS



I, Damian Towns, Chief Financial Officer, certify that:



1.

I have reviewed this annual report on Form 20F of CanAlaska Uranium Ltd.;



2.

Based on my knowledge, this annual 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 annual report;



3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this annual report;



4.

The companys other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures for the company (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))  and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the Company and have:



(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under 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 companys disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the companys internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the companys internal control over financial reporting; and



5.

The companys other certifying officer(s) and I have disclosed, based on our more recent evaluation of internal control over financial reporting, to the companys auditors and the audit committee of the companys board of directors (or persons performing the equivalent functions):



(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the companys ability to record, process, summarize and report financial information; and



(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the companys internal control over financial reporting.



Date:

October 15, 2009



CANALASKA URANIUM LTD.





Damian Towns

Damian Towns

Chief Financial Officer



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Exhibit 1



CERTIFICATION PURSUANT TO

SECTION 1350 OF CHAPTER 63 OF TITLE 18,

OF THE UNITED STATES CODE (18U.S.C.1350)

ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002





In connection with the Annual Report of CanAlaska Uranium Ltd. (the Company) on Form 20F for the year ended April 30, 2009 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Peter Dasler, the Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:



(1)

the Report fully complies with the requirements of section 13a-14(a) and 15d-14(a) of the Securities Exchange   Act of 1934; and



(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and result   of the operations of the Company.





Date:

October 15, 2009



Peter Dasler

Chief Executive Officer



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Exhibit 2



CERTIFICATION PURSUANT TO

SECTION 1350 OF CHAPTER 13 OF TITLE 18

OF THE UNITED STATES CODE (18U.S.C.1350)

ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002





In connection with the Annual Report of CanAlaska Uranium Ltd. (the Company) on Form 20F for the year ended April 30, 2009 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Damian Towns, the Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:



(1)

the Report fully complies with the requirements of section 13a-14(a) and 15d-14(a) of the Securities Exchange   Act of 1934; and



(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and result   of the operations of the Company.





Date:

October 15, 2009







Damian Towns

Chief Financial Officer





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Exhibit 3



CERTIFICATE OF ETHICS FOR THE CHIEF EXECUTIVE OFFICER

AND THE CHIEF FINANCIAL OFFICER





In my role as Chief Executive Officer (CEO) or Chief Financial Officer (CFO) of CanAlaska Uranium Ltd. (the Company), I have adhered to and advocated to the best of my knowledge and ability the following principles and responsibilities governing professional conduct and ethics:



Act with honesty and integrity, handling in an ethical manner any actual or apparent conflicts of interest between personal and professional relationships.  A conflict of interest exists when an individuals private interests interfere or conflict in any way (or even appear to interfere or conflict) with the interests of the Company.



Provide constituents with information that is accurate, complete, objective, relevant, timely and understandable.  If I am the CEO or CFO, I shall review the Companys annual reports before certifying and filing them with the SEC.



Comply with all applicable laws, rules and regulations of federal, provincial, territorial, state and local governments, and other appropriate private and public regulatory agencies.



Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing my independent judgment to be subordinated.



Respect the confidentiality of information acquired in the course of business except when authorized or otherwise legally obligated to disclose the information.  I acknowledge that confidential information acquired in the course of business is not to be used for personal advantage.



Promote ethical behavior among employees at the Company and as a responsible partner with industry peers and associates.



Maintain control over and responsibly manage all assets and resources employed or entrusted to me by the Company.



Report illegal or unethical conduct by any director, officer or employee that has occurred, is occurring or may occur, including any potential violations of the Companys Code of Ethics (the Code).  Such report shall be made to the Audit Committee of the Board of Directors and shall include conduct of a financial or non-financial nature.



Comply with the Code.  I understand that if I violate any part of the Code, I will be subject to disciplinary action.



I understand that the Code is subject to all applicable laws, rules and regulations.



I understand that there shall be no waiver of, modification of, or change to any part of the Code except by a vote of the Board of Directors or a designated Board committee.  In the event that a waiver of, modification of, or a change to the Code is granted, then the notice of the waiver, modification and/or change shall be posted on the Companys website within five business days of the Board of Directors or designated Board committees vote or shall be disclosed otherwise as required by applicable law or Stock Exchange or SEC rules.  Notices posted on the Company website shall remain there for a period of 12 months and shall be retained in the Companys files as required by law.



Date:   October 15, 2009



Peter Dasler



Peter Dasler, Chief Executive Officer





Damian Towns



Damian Towns, Chief Financial Officer





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