---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

Form 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 31, 2009

or

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to
_______________

Commission File Number 333-152343

WOLVERINE EXPLORATION
INC.(Exact name of registrant as specified in its
charter)

|Nevada                                                               | 98-0569013                       
|-------------------------------------------------------------------- | ---------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (IRS Employer Identification No.)
|                                                                     |                                  
|4055 McLean Road, Quesnel, British Columbia, Canada                  | V2J 6V5                          
|(Address of principal executive offices)                             | (Zip Code)                       

250.992.6972(Registrants telephone number,
including area code)

N/A(Former name, former address and former
fiscal year, if changed since last report)

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.

[ X ] YES [ ] NO

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a small
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act

|Large accelerated filer | [ ] |                                               | Accelerated filer         | [ ]  
|----------------------- | --- | --------------------------------------------- | ------------------------- | -----
|Non-accelerated filer   | [ ] | (Do not check if a smaller reporting company) | Smaller reporting company | [ X ]

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act

[ ] YES [ X ] NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.

[ ] YES [ ] NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the
issuers classes of common stock, as of the latest practicable date.
68,630,000 common shares issued and outstanding as of October 14,
2009

---

PART 1  FINANCIAL INFORMATION

Item 1. Financial Statements.

Our unaudited interim financial statements for the three month
period ended August 31, 2009 form part of this quarterly report. They are stated
in United States Dollars (US$) and are prepared in accordance with United States
generally accepted accounting principles.

2

---

|Wolverine Exploration Inc.    
|------------------------------
|(An Exploration Stage Company)
|                              
|August 31, 2009               

|                                  | Index
|--------------------------------- | -----
|Balance Sheets                    | F1  
|Statements of Operations          | F2  
|Statements of Cash Flows          | F3  
|Notes to the Financial Statements | F4  

3



---

|Wolverine Exploration Inc.    
|------------------------------
|(An Exploration Stage Company)
|Balance Sheets                
|(Expressed in U.S. dollars)   

|                                                                    |  | August 31,  |   |  | May 31,    |  
|------------------------------------------------------------------- |  | ----------- | - |  | ---------- | -
|                                                                    |  | 2009        |   |  | 2009       |  
|                                                                    |  | $           |   |  | $          |  
|                                                                    |  | (unaudited) |   |  |            |  
|ASSETS                                                              |  |             |   |  |            |  
|Current Assets                                                      |  |             |   |  |            |  
|Cash                                                                |  |            |   |  | 673        |  
|Amounts receivable                                                  |  | 5,328       |   |  | 3,189      |  
|Prepaid expenses                                                    |  | 3,447       |   |  |           |  
|Total Assets                                                        |  | 8,775       |   |  | 3,862      |  
|                                                                    |  |             |   |  |            |  
|LIABILITIES AND STOCKHOLDERS DEFICIT                               |  |             |   |  |            |  
|Current Liabilities                                                 |  |             |   |  |            |  
|Bank indebtedness                                                   |  | 671         |   |  |           |  
|Accounts payable                                                    |  | 267,196     |   |  | 246,513    |  
|Accrued liabilities                                                 |  | 58,855      |   |  | 58,855     |  
|Loans payable (Note 4)                                              |  | 21,000      |   |  | 36,000     |  
|Due
      to related party (Note 5)                                 |  | 16,057      |   |  | 14,915     |  
|Total Liabilities                                                   |  | 363,779     |   |  | 356,283    |  
|Nature of Operations and Continuance of Business (Note 1)           |  |             |   |  |            |  
|Commitments (Notes 3 and 7)                                         |  |             |   |  |            |  
|Stockholders Deficit                                               |  |             |   |  |            |  
|Common stock, 200,000,000
      shares authorized, $0.001 par value |  |             |   |  |            |  
|68,630,000 shares issued and outstanding                            |  | 68,630      |   |  | 68,630     |  
|Additional paid-in capital                                          |  | 1,030,770   |   |  | 1,030,770  |  
|Common stock subscribed (Note 6)                                    |  | 49,500      |   |  |           |  
|Deficit accumulated during the exploration
      stage              |  | (1,503,904  | ) |  | (1,451,821 | )
|Total
      Stockholders Deficit                                   |  | (355,004    | ) |  | (352,421   | )
|Total Liabilities and Stockholders Deficit                         |  | 8,775       |   |  | 3,862      |  

(The accompanying notes are an integral part of these financial
statements)

F-1

---

|Wolverine Exploration Inc.    
|------------------------------
|(An Exploration Stage Company)
|Statements of Operations      
|(Expressed in U.S. dollars)   
|(unaudited)                   

|                                             |  |              |   |  |              |   |  | Accumulated from    |  
|-------------------------------------------- |  | ------------ | - |  | ------------ | - |  | ------------------- | -
|                                             |  | Three Months |   |  | Three Months |   |  | February 23, 2006   |  
|                                             |  | Ended        |   |  | Ended        |   |  | (Date of Inception) |  
|                                             |  | August 31,   |   |  | August 31,   |   |  | to August 31,       |  
|                                             |  | 2009         |   |  | 2008         |   |  | 2009                |  
|                                             |  | $            |   |  | $            |   |  | $                   |  
|                                             |  |              |   |  |              |   |  |                     |  
|Revenue                                      |  |             |   |  |             |   |  |                    |  
|                                             |  |              |   |  |              |   |  |                     |  
|Expenses                                     |  |              |   |  |              |   |  |                     |  
|                                             |  |              |   |  |              |   |  |                     |  
|Foreign exchange
      loss (gain)           |  | (227         | ) |  |             |   |  | 8,671               |  
|General and administrative                   |  | 52,310       |   |  | 97,935       |   |  | 902,419             |  
|Mineral
      exploration costs              |  |             |   |  |             |   |  | 244,593             |  
|Write-down of mineral property costs         |  |             |   |  |             |   |  | 348,221             |  
|                                             |  |              |   |  |              |   |  |                     |  
|Total Expenses                               |  | 52,083       |   |  | 97,935       |   |  | 1,503,904           |  
|                                             |  |              |   |  |              |   |  |                     |  
|Net Loss                                     |  | (52,083      | ) |  | (97,935      | ) |  | (1,503,904          | )
|                                             |  |              |   |  |              |   |  |                     |  
|Net Loss Per Share
       Basic and Diluted |  |             |   |  |             |   |  |                     |  
|                                             |  |              |   |  |              |   |  |                     |  
|Weighted Average
      Shares Outstanding    |  | 68,630,000   |   |  | 68,630,000   |   |  |                     |  

(The accompanying notes are an integral part of these financial
statements)

F-2

---

|Wolverine Exploration Inc.    
|------------------------------
|(An Exploration Stage Company)
|Statements of Cash Flows      
|(Expressed in U.S. dollars)   
|(unaudited)                   

|                                                                       |  |              |   |  |              |   |  | Accumulated from    |  
|---------------------------------------------------------------------- |  | ------------ | - |  | ------------ | - |  | ------------------- | -
|                                                                       |  | Three Months |   |  | Three Months |   |  | February 23, 2006   |  
|                                                                       |  | Ended        |   |  | Ended        |   |  | (Date of Inception) |  
|                                                                       |  | August 31,   |   |  | August 31,   |   |  | to August 31,       |  
|                                                                       |  | 2009         |   |  | 2008         |   |  | 2009                |  
|                                                                       |  | $            |   |  | $            |   |  | $                   |  
|Operating Activities                                                   |  |              |   |  |              |   |  |                     |  
|Net loss                                                               |  | (52,083      | ) |  | (97,935      | ) |  | (1,503,904          | )
|Adjustments to reconcile net loss to net cash
      used in operating  |  |              |   |  |              |   |  |                     |  
|activities:                                                            |  |              |   |  |              |   |  |                     |  
|Write-down of mineral properties                                       |  |             |   |  |             |   |  | 348,221             |  
|Changes in operating assets
      and liabilities                      |  |              |   |  |              |   |  |                     |  
|Amounts receivable                                                     |  | (2,139       | ) |  | 1,824        |   |  | (5,328              | )
|Prepaid expenses
      and deposits                                    |  | (3,447       | ) |  |             |   |  | 22,653              |  
|Accounts payable                                                       |  | 20,683       |   |  | 31,711       |   |  | 259,308             |  
|Accrued
      liabilities                                              |  |             |   |  | 10,504       |   |  | 58,855              |  
|Due to related parties                                                 |  | 1,142        |   |  | 35,590       |   |  | 23,945              |  
|Net Cash Used In Operating Activities                                  |  | (35,844      | ) |  | (18,306      | ) |  | (796,250            | )
|Investing Activities                                                   |  |              |   |  |              |   |  |                     |  
|Bank indebtedness                                                      |  | 671          |   |  |             |   |  | 671                 |  
|Acquisition of mineral properties                                      |  |             |   |  |             |   |  | (321                | )
|Net Cash Used In Investing Activities                                  |  | 671          |   |  |             |   |  | 350                 |  
|Financing Activities                                                   |  |              |   |  |              |   |  |                     |  
|Proceeds from loans payable                                            |  |             |   |  |             |   |  | 36,000              |  
|Repayment of loan payable                                              |  | (15,000      | ) |  |             |   |  | (15,000             | )
|Repayment of note payable to
      related party                       |  |             |   |  |             |   |  | (34,000             | )
|Proceeds from common stock issued or
      subscribed                  |  | 49,500       |   |  |             |   |  | 820,900             |  
|Repayment of common stock subscribed                                   |  |             |   |  |             |   |  | (12,000             | )
|Net Cash Provided
      by Financing Activities                        |  | 34,500       |   |  |             |   |  | 795,900             |  
|Effects of exchange rate changes on cash                               |  |             |   |  | 2,000        |   |  |                    |  
|Decrease in Cash                                                       |  | (673         | ) |  | (16,306      | ) |  |                    |  
|Cash - Beginning of Period                                             |  | 673          |   |  | 18,990       |   |  |                    |  
|Cash - End of
      Period                                             |  |             |   |  | 2,684        |   |  |                    |  
|Non-cash Investing and Financing Activities                            |  |              |   |  |              |   |  |                     |  
|Note payable to related party pursuant to
      mineral property vend- |  |              |   |  |              |   |  |                     |  
|in agreement                                                           |  |             |   |  |             |   |  | 34,000              |  
|Refundable staking security deposits received
      pursuant to        |  |              |   |  |              |   |  |                     |  
|mineral property
      vend-in agreement                               |  |             |   |  |             |   |  | 26,100              |  
|Shares issued pursuant to mineral property vend-in agreement           |  |             |   |  |             |   |  | 340,000             |  
|Supplemental Disclosures                                               |  |              |   |  |              |   |  |                     |  
|Interest paid                                                          |  |             |   |  |             |   |  |                    |  
|Income taxes paid                                                      |  |             |   |  |             |   |  |                    |  

(The accompanying notes are an integral part of these financial
statements)

F-3

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|Wolverine Exploration Inc.       
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|August 31, 2009                  
|(Expressed in U.S. dollars)      
|(unaudited)                      

|1. | Nature of Operations and Continuance of
Business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The Company was incorporated in the State of Nevada on
      February 23, 2006. The Company is an Exploration Stage Company, as defined
      by Statement of Financial Accounting Standard (SFAS) No. 7, Accounting
      and Reporting by Development Stage Enterprises. The Companys principal
      business is the acquisition and exploration of mineral resources. The
      Company has not presently determined whether its properties contain
      mineral reserves that are economically recoverable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | These financial statements have been prepared on a going
      concern basis, which implies the Company will continue to realize its
      assets and discharge its liabilities in the normal course of business. The
      Company has never generated revenues since inception and is unlikely
      generate earnings in the immediate or foreseeable future. The continuation
      of the Company as a going concern is dependent upon the continued
      financial support from its shareholders, the ability of the Company to
      obtain necessary equity financing to continue operations, and the
      attainment of profitable operations. As at August 31, 2009, the Company
      has a working capital deficiency of $355,004 and has accumulated losses of
      $1,503,904 since inception. These factors raise substantial doubt
      regarding the Companys ability to continue as a going concern. These
      financial statements do not include any adjustments to the recoverability
      and classification of recorded asset amounts and classification of
      liabilities that might be necessary should the Company be unable to
      continue as a going concern.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | In addition to funding our working capital deficit, we
      require additional funds of $496,000 to proceed with our plan of operation
      over the next twelve months. Management is currently seeking additional
      financing through the sale of equity and from borrowings from private
      lenders to cover its operating expenditures. There can be no certainty
      that these sources will provide the additional funds required for the next
      twelve months.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|2. | Summary of Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

F-4

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|Wolverine Exploration Inc.       
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|August 31, 2009                  
|(Expressed in U.S. dollars)      
|(unaudited)                      

|2. | Summary of Significant Accounting Policies
    (continued)
|-- | ----------------------------------------------------------
|   |                                                           
|   | e)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   | f)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   | g)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   | h)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           

F-5

---

|Wolverine Exploration Inc.       
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|August 31, 2009                  
|(Expressed in U.S. dollars)      
|(unaudited)                      

|2. | Summary of Significant Accounting Policies
    (continued)
|-- | ----------------------------------------------------------
|   |                                                           
|   | i)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   | j)                                                        
|   |                                                           
|   |                                                           

Level 1

Level 1 applies to assets or
liabilities for which there are quoted prices in active markets for identical
assets or liabilities.

Level 2

Level 2 applies to assets or
liabilities for which there are inputs other than quoted prices that are
observable for the asset or liability such as quoted prices for similar assets
or liabilities in active markets; quoted prices for identical assets or
liabilities in markets with insufficient volume or infrequent transactions (less
active markets); or model-derived valuations in which significant inputs are
observable or can be derived principally from, or corroborated by, observable
market data.

Level 3

Level 3 applies to assets or
liabilities for which there are unobservable inputs to the valuation methodology
that are significant to the measurement of the fair value of the assets or
liabilities.

| |    | The Companys financial instruments consist principally
      of cash, amounts receivable, bank indebtedness, accounts payable, accrued
      liabilities, loans payable, and amount due to a related party. Pursuant to
      SFAS No. 157, the fair value of cash is determined based on Level 1
      inputs, which consist of quoted prices in active markets for identical
      assets. The recorded values of all other financial instruments approximate
      their current fair values because of their nature and respective maturity
      dates or durations.                                                                                                                                                                                                                                                                                                                                                                                           
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | k) | Stock-based Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    | The Company records stock-based compensation in
      accordance with SFAS No. 123R, Share Based Payments, using the fair
      value method. All transactions in which goods or services are the
      consideration received for the issuance of equity instruments are
      accounted for based on the fair value of the consideration received or the
      fair value of the equity instrument issued, whichever is more reliably
      measurable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | l) | Earnings (Loss) Per Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    | The Company computes earnings (loss) per share in
      accordance with SFAS No. 128, "Earnings per Share". SFAS No. 128 requires
      presentation of both basic and diluted earnings per share (EPS) on the
      face of the income statement. Basic EPS is computed by dividing earnings
      (loss) available to common shareholders (numerator) by the weighted
      average number of shares outstanding (denominator) during the period.
      Diluted EPS gives effect to all dilutive potential common shares
      outstanding during the period using the treasury stock method and
      convertible preferred stock using the if-converted method. In computing
      diluted EPS, the average stock price for the period is used in determining
      the number of shares assumed to be purchased from the exercise of stock
      options or warrants. Diluted EPS excludes all dilutive potential shares if
      their effect is anti dilutive.

F-6

---

|Wolverine Exploration Inc.       
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|August 31, 2009                  
|(Expressed in U.S. dollars)      
|(unaudited)                      

|2. | Summary of Significant Accounting Policies
    (continued)
|-- | ----------------------------------------------------------
|   |                                                           
|   | m)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   | n)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           

F-7

---

|Wolverine Exploration Inc.       
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|August 31, 2009                  
|(Expressed in U.S. dollars)      
|(unaudited)                      

|2. | Summary of Significant Accounting Policies
    (continued)
|-- | ----------------------------------------------------------
|   |                                                           
|   | n)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   | o)                                                        
|   |                                                           
|   |                                                           

F-8

---

|Wolverine Exploration Inc.       
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|August 31, 2009                  
|(Expressed in U.S. dollars)      
|(unaudited)                      

|3. | Mineral Properties
|-- | ------------------
|   |                   
|   | a)                
|   |                   
|   |                   
|   |                   
|   |                   
|   |                   
|   | b)                
|   |                   
|   | c)                

|4. | Loans Payable
|-- | -------------
|   |              
|   | a)           
|   |              
|   | b)           

|5. | Related Party Transactions                                                                                                                                                                                                                                                                                                                                                          
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                     
|   | As at August 31, 2009, the Company owes $16,057
      (Cdn$17,583) (May 31, 2009 - $14,915 (Cdn$16,283)) to the President of the
      Company which is non-interest bearing, unsecured and due on
  demand.                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                     
|6. | Common Stock                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                     
|   | During the three month period ending August 31, 2009, the
      Company received stock subscriptions of $49,500 for the issuance of
      1,650,000 shares of common stock at $0.03 per share. The proceeds were
      used for working capital purposes and to repay the $15,000 loan payable as
      disclosed in Note 4(b).                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                     
|7. | Commitment                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                     
|   | On January 31, 2007, the Company entered into a
      consulting agreement with a company whereby it has agreed to pay $10,000
      per month and issue a bonus of 5% of the common shares in the event of the
      discovery of a major commercially viable mineral resource deposit. The
      contract does not terminate until minimum term ending on February 28,
      2010.

F-9

---

Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations

Forward-Looking Statements

This quarterly report contains forward-looking statements.
These statements relate to future events or our future financial performance. In
some cases, you can identify forward-looking statements by terminology such as
"may", "should", "expects", "plans", "anticipates", "believes", "estimates",
"predicts", "potential" or "continue" or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, including the risks in the
section entitled "Risk Factors", that may cause our or our industry's actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.

Our unaudited financial statements are stated in United States
Dollars (US$) and are prepared in accordance with United States generally
accepted accounting principles. The following discussion should be read in
conjunction with our financial statements and the related notes that appear
elsewhere in this quarterly report. The following discussion contains
forward-looking statements that reflect our plans, estimates and beliefs. Our
actual results could differ materially from those discussed in the forward
looking statements. Factors that could cause or contribute to such differences
include, but are not limited to, those discussed below and elsewhere in this
quarterly report, particularly in the section entitled "Risk Factors".

In this quarterly report, unless otherwise specified, all
dollar amounts are expressed in United States dollars. All references to "CDN$"
refer to Canadian dollars and all references to "common shares" refer to the
common shares in our capital stock.

As used in this quarterly report, the terms "we", "us", "our"
and "Wolverine" mean Wolverine Exploration Inc., unless otherwise indicated.

Corporate History

Our company was incorporated in the State of Nevada on February
23, 2006.

On February 28, 2007, we entered into a vend-in agreement with
Shenin Resources Inc., a private Canadian corporation, for the purchase of a 90%
interest 516 mineral claims located in Labrador Canada. The purchase price paid
to Shenin was $374,000 satisfied by the issuance of 34,000,000 shares of our
common stock at a fair value of $0.01 per share and a note payable of $34,000.
Under the terms of the vend-in agreement we are required to incur the following
expenditures on the claims: (i) CDN $150,000 on or before March 1, 2008; (ii)
CDN $200,000 on or before March 1, 2009, and (iii) CDN $250,000 on or before
March 1, 2010; provided that (iv) any excess amount spent in one year may be
carried forward and applied towards fulfillment of the expenditure required in
the later year. Shenin has also granted our company a first right of refusal to
purchase a 90% interest in all further property in Labrador Canada that Shenin
may obtain an interest in from time to time. As of the date of this quarterly
report, we have made the first payment of $250,000 and have paid $92,989 towards
the second payment due March 1, 2009. To date, we have incurred expenditures of
$244,593 (Cdn $242,989) pursuant to the terms of the vend-in agreement.

On August 27, 2009 we signed an amending agreement with Shenin
Resources Inc. which waives all of the remaining work commitments required under
the vend-in agreement subject to us incurring sufficient exploration
expenditures on the claims to keep them in good standing with the Province of
Newfoundland and Labrador.

On May 17, 2007, we acquired six mineral claims from Richard
Haderer for $321 which are contiguous to the Shenin Claims.

4

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On August 15, 2007, we registered our company as an
extra-provincially registered company in the Province of Newfoundland and
Labrador for the purpose of being able to register the Shenin Claims and the
Haderer Claims in the name of our company and for the purpose of being able to
conduct our business in the Province of Newfoundland and Labrador.

Our Current Business

We are an exploration stage company engaged in the business of
acquisition and exploration of base and precious metal mineral properties. Our
current exploration is focused on the Shenin Claims and the Haderer Claims,
mineral properties located in Labrador, Canada. We have not yet determined
whether the Labrador Claims contain mineral reserves that are economically
recoverable.

For the three month period ended August 31, 2009, we did not
incur any exploration costs.

Cash Requirements

There is limited historical financial information about us upon
which to base an evaluation of our performance. We are an exploration stage
company and have not generated any revenues from activities. We cannot guarantee
we will be successful in our business activities. Our business is subject to
risks inherent in the establishment of a new business enterprise, including
limited capital resources, possible delays in the exploration of our properties,
and possible cost overruns due to price and cost increases in services.

Over the next twelve months we intend to use any funds that we
may have available to fund our operations and conduct exploration on our Shenin
and Haderer Claims. We expect to review other potential exploration projects
from time to time as they are presented to us.

Not accounting for our working capital deficit of $355,004, we
require additional funds of approximately $496,000 at a minimum to proceed with
our plan of operation over the next twelve months, exclusive of any acquisition
costs. As we do not have the funds necessary to cover our projected operating
expenses for the next twelve month period, we will be required to raise
additional funds through the issuance of equity securities, through loans or
through debt financing. There can be no assurance that we will be successful in
raising the required capital or that actual cash requirements will not exceed
our estimates. We intend to fulfill any additional cash requirement through the
sale of our equity securities.

Our auditors have issued a going concern opinion for our year
ended May 31, 2009. This means that there is substantial doubt that we can
continue as an on-going business for the next twelve months unless we obtain
additional capital to pay our bills. This is because we have not generated any
revenues and no revenues are anticipated until we begin removing and selling
minerals. As we had cash in the amount of $Nil and a working capital deficit in
the amount of $355,044 as of August 31, 2009, we do not have sufficient working
capital to enable us to carry out our stated plan of operation for the next
twelve months. We plan to complete debt financings and/or private placement
sales of our common stock in order to raise the funds necessary to pursue our
plan of operation and to fund our working capital deficit in order to enable us
to pay our accounts payable and accrued liabilities. We currently do not have
any arrangements in place for the completion of any debt financings or private
placement financings and there is no assurance that we will be successful in
completing any debt financing or private placement financing. Our success or
failure will be determined by what we find under the ground.

Exploration Plan

Our plan of operation for the next 12 months is to complete the
following five phase exploration program within the time periods specified,
subject to our company obtaining the additional funding necessary for the
continued exploration of the Labrador Claims. Currently, our company does not
have enough funds to complete Phase Four of our proposed exploration program in
the fall of 2009. The following is a brief summary of our five phase exploration
program.

5

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| | 1. | Phase One  This phase of our companys exploration
      program was completed in October 2007 at a cost of $7,012 (CDN$7,500).
      Phase one consisted of prospecting, rock sampling, and assaying the rock
      samples. As a result of the favorable results from this phase of the
      exploration program, management decided to proceed with phase
  two.                                                                                                                                                                                 
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 2. | Phase Two - This phase of our companys exploration
      program was completed in October 2007 at a cost of $187,915 (CDN$201,000).
      Phase two consisted of an airborne survey of the Labrador Claims. As a
      result of the favorable results from this phase of the exploration
      program, management decided to proceed with phase three.                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 3. | Phase Three  This phase of our company exploration
      program consisted of a preliminary ground review completed in August 2008
      by the project geologist, Ed Montague and a member of the Innu Development
      Limited Partnership. A second year assessment report was completed and
      filed with the Department of Natural Resources of the Province of
      Newfoundland and Labrador. As a result of favorable results from this
      phase of the exploration program, management has decided to proceed with
      phase four.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 4. | Phase Four  This phase of our companys exploration
      program will consist of prospecting, sampling, excavating and trenching as
      outlined below at a total estimated cost of approximately $146,000 (Cdn
      $166,000).                                                                                                                                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 5. | Phase Five- Subject to positive results in phase four
      this phase of our companys exploration program will consist of an IP
      survey (Induced Polarization Survey) over anomalies identified in the
      phase two airborne survey to determine drill locations for a fall 2009
      drill program at a total estimated cost of $350,000 (Cdn
  $400,000).                                                                                                                                                                                

The project consists of a detailed prospecting and sampling
program to be carried out on our mineral licenses during the fall of 2009.
Access to the area would be by the Trans Labrador Highway with personnel working
out of Goose Bay and would consist of a geologist and four experienced
prospectors. Under supervision of the geologist, the prospectors would work in 2
man teams and cover selected areas each day to avoid excessive overlap as
traverses would be controlled by GPS. Particular attention will be focused on
anomalous areas that were identified by the airborne survey completed in 2007.
Each prospector would be equipped with a scientillometer as some areas are known
to contain uranium, however gold and base metals would remain the principal
targets at present. As no ground disturbance such as test pits or trenching is
contemplated, no government permits would be required for this prospecting
program.

The project also consists of excavating several trenches
located on 6 anomalous areas that were defined previously by airborne
geophysics. The number and locations of trenches will be defined by the
geologist. All trench locations will be located in close proximity to the Trans
Labrador Highway (Route 500) near Cache River, 110 to 140 kilometers west of
Goose Bay.

Excavation of the trenches will be done by an excavator. Once
the rock is exposed, a pressure washer will clean the surface and then examined
and sampled by a geologist. Sampling would ideally be a continuous linear v
cut with a rock saw to get a composite sample. A small, packsack type drill will
also be available to get core samples at depth.

The exposed bedrock will be mapped and photographed by the
geologist. Sampling of the linear cuts will be in meter length sections. IDLP is
purchasing a small packsack drill that will be utilized to get core samples at a
depth of a few feet to get below any weathering and into the fresh rock. Core
samples sections will be as directed by the geologist. All samples will be
numbered and packaged and sent to a laboratory for analysis. All samples will be
tested for IPC 30 elements as well as gold and PGEs. All of the samples will be
scanned with a scintillometer for uranium content.

The equipment and personnel required to implement the work will
be contracted out of Goose Bay, the nearest community to the project.

6

---

Government regulations stipulate that all exploration trenches
be backfilled as soon as possible after examination. This will be done prior to
demobilization of the heavy equipment.

As at August 31, 2009, we had a cash balance of $Nil. We will
need to raise additional financing to fund phase four of the proposed
exploration program to commence in fall 2009 and subject to positive results in
phase four additional financing for phase five of the proposed exploration
program to commence in 2010.

The continuation of our business is dependent upon obtaining
further financing, a successful program of exploration and/or development, and,
finally, achieving a profitable level of operations. The issuance of additional
equity securities by us could result in a significant dilution in the equity
interests of our current stockholders. Obtaining commercial loans, assuming
those loans would be available, will increase our liabilities and future cash
commitments.

There are no assurances that we will be able to obtain further
funds required for our continued operations. As noted herein, we are pursuing
various financing alternatives to meet our immediate and long-term financial
requirements. There can be no assurance that additional financing will be
available to us when needed or, if available, that it can be obtained on
commercially reasonable terms. If we are not able to obtain the additional
financing on a timely basis, we will be unable to conduct our operations as
planned, and we will not be able to meet our other obligations as they become
due. In such event, we will be forced to scale down or perhaps even cease our
operations.

Purchase of Significant Equipment

We do intend to purchase mineral ore processing equipment over
the twelve months ending August 31, 2010.

Corporate Offices

We do not own any real property. Our principal business offices
are located at 4055 McLean Road, Quesnel, British Columbia Canada V2J 6V5. Our
office space is currently provided by a relative of a director of our company at
a cost of Cdn$25 per month. We believe that our current lease arrangements
provide adequate space for our foreseeable future needs.

Employees

Currently our only employees are our directors, officers,
office administrator and an investor relations consultant. We do not expect any
material changes in the number of employees over the next 12 month period. We do
and will continue to outsource contract employment as needed.

Critical Accounting Policies

Our financial statements and accompanying notes are prepared in
accordance with generally accepted accounting principles used in the United
States. Preparing financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenue,
and expenses. These estimates and assumptions are affected by management's
application of accounting policies. We believe that understanding the basis and
nature of the estimates and assumptions involved with the following aspects of
our financial statements is critical to an understanding of our financials.

Mineral Property Costs

Our company has been in the exploration stage since inception
on February 23, 2006 and have not yet realized any revenues from its operations.
We are primarily engaged in the acquisition and exploration of mineral
exploration properties. We expense mineral property exploration costs as they
are incurred. Mineral property acquisition costs are initially capitalized, when
incurred, using the guidance in the Emerging Issues Task Force (EITF)
04-02,

7

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whether Mineral Rights are Tangible or Intangible Assets. Our
company assesses the carrying costs for impairment under SFAS No. 144,
Accounting for Impairment or Disposal of Long Lived Assets at each fiscal
quarter end. An impairment is recognized when the sum of the expected
undiscounted future cash flows is less than the carrying amount of the mineral
property. Impairment losses, if any, are measured as the excess of the carrying
amount of the mineral property over its estimated fair value. When it has been
determined that a mineral property can be economically developed as a result of
establishing proven and probable reserves, the costs then incurred to develop
such property, are capitalized. Such costs will be amortized using the
units-of-production method over the estimated life of the proven and probable
reserves. If mineral properties are subsequently abandoned or impaired, any
capitalized costs will be charged to operations.

Long-Lived Assets

In accordance with SFAS No. 144, Accounting for the Impairment
or Disposal of Long-Lived Assets, the Company tests long-lived assets or asset
groups for recoverability when events or changes in circumstances indicate that
their carrying amount may not be recoverable. Circumstances which could trigger
a review include, but are not limited to: significant decreases in the market
price of the asset; significant adverse changes in the business climate or legal
factors; accumulation of costs significantly in excess of the amount originally
expected for the acquisition or construction of the asset; current period cash
flow or operating losses combined with a history of losses or a forecast of
continuing losses associated with the use of the asset; and current expectation
that the asset will more likely than not be sold or disposed significantly
before the end of its estimated useful life. Recoverability is assessed based on
the carrying amount of the asset and its fair value which is generally
determined based on the sum of the undiscounted cash flows expected to result
from the use and the eventual disposal of the asset, as well as specific
appraisal in certain instances. An impairment loss is recognized when the
carrying amount is not recoverable and exceeds fair value.

Asset Retirement Obligations

The Company follows the provisions of SFAS No. 143, Accounting
for Asset Retirement Obligations, which establishes standards for the initial
measurement and subsequent accounting for obligations associated with the sale,
abandonment or other disposal of long-lived tangible assets arising from the
acquisition, construction or development and for normal operations of such
assets.

Stock-based Compensation

The Company records stock-based compensation in accordance with
SFAS No. 123R, Share Based Payments, using the fair value method. All
transactions in which goods or services are the consideration received for the
issuance of equity instruments are accounted for based on the fair value of the
consideration received or the fair value of the equity instrument issued,
whichever is more reliably measurable.

Income Taxes

Our company accounts for income taxes using the asset and
liability method in accordance with SFAS No. 109, Accounting for Income Taxes.
The asset and liability method provides that deferred tax assets and liabilities
are recognized for the expected future tax consequences of temporary differences
between the financial reporting and tax bases of assets and liabilities, and for
operating loss and tax credit carryforwards. Deferred tax assets and liabilities
are measured using the currently enacted tax rates and laws that will be in
effect when the differences are expected to reverse. Our company records a
valuation allowance to reduce deferred tax assets to the amount that is believed
more likely than not to be realized. As of August 31, 2009 and 2008, our company
did not have any amounts recorded pertaining to uncertain tax positions.

Our company files federal and provincial income tax returns in
Canada and federal, state and local income tax returns in the U.S., as
applicable. Our company may be subject to a reassessment of federal and
provincial income taxes by Canadian tax authorities for a period of three years
from the date of the original notice of assessment in respect of any particular
taxation year. For Canadian and U.S. income tax returns, the open taxation years
range from 2007 to 2009. In certain circumstances, the U.S. federal statute of
limitations can reach beyond the standard three year period. U.S. state statutes
of limitations for income tax assessment vary from state to state. Tax
authorities

8

---

of Canada and U.S. have not audited any of our companys, or
its subsidiaries, income tax returns for the open taxation years noted
above.

Our company recognizes interest and penalties related to
uncertain tax positions in tax expense. During the three month periods ended
August 31, 2009 and 2008, there were no charges for interest or penalties.

Financial Instruments and Fair Value Measures

SFAS No. 157, Fair Value Measurements requires an entity to
maximize the use of observable inputs and minimize the use of unobservable
inputs when measuring fair value. SFAS No. 157 establishes a fair value
hierarchy based on the level of independent, objective evidence surrounding the
inputs used to measure fair value. A financial instruments categorization
within the fair value hierarchy is based upon the lowest level of input that is
significant to the fair value measurement. SFAS No. 157 prioritizes the inputs
into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or
liabilities for which there are quoted prices in active markets for identical
assets or liabilities.

Level 2

Level 2 applies to assets or
liabilities for which there are inputs other than quoted prices that are
observable for the asset or liability such as quoted prices for similar assets
or liabilities in active markets; quoted prices for identical assets or
liabilities in markets with insufficient volume or infrequent transactions (less
active markets); or model-derived valuations in which significant inputs are
observable or can be derived principally from, or corroborated by, observable
market data.

Level 3

Level 3 applies to assets or
liabilities for which there are unobservable inputs to the valuation methodology
that are significant to the measurement of the fair value of the assets or
liabilities.

Our companys financial instruments consist principally of
cash, amounts receivable, bank indebtedness, accounts payable, accrued
liabilities, loans payable, and amount due to a related party. Pursuant to SFAS
No. 157, the fair value of cash is determined based on Level 1 inputs, which
consist of quoted prices in active markets for identical assets. The recorded
values of all other financial instruments approximate their current fair values
because of their nature and respective maturity dates or durations.

Stock-based Compensation

Our company records stock-based compensation in accordance with
SFAS No. 123R, Share Based Payments, using the fair value method. All
transactions in which goods or services are the consideration received for the
issuance of equity instruments are accounted for based on the fair value of the
consideration received or the fair value of the equity instrument issued,
whichever is more reliably measurable.

Earnings (Loss) Per Share

Our company computes earnings (loss) per share in accordance
with SFAS No. 128, "Earnings per Share". SFAS No. 128 requires presentation of
both basic and diluted earnings per share (EPS) on the face of the income
statement. Basic EPS is computed by dividing earnings (loss) available to common
shareholders (numerator) by the weighted average number of shares outstanding
(denominator) during the period. Diluted EPS gives effect to all dilutive
potential common shares outstanding during the period using the treasury stock
method and convertible preferred stock using the if-converted method. In
computing diluted EPS, the average stock price for the period is used in
determining the number of shares assumed to be purchased from the exercise of
stock options or warrants. Diluted EPS excludes all dilutive potential shares if
their effect is anti dilutive.

9

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Comprehensive Income

SFAS No. 130, Reporting Comprehensive Income, establishes
standards for the reporting and display of comprehensive income (loss) and its
components in the financial statements. As at August 31, 2009 and 2008, our
company did not have comprehensive income.

Results of Operations

Three Months Ended August 31, 2009 and 2008

The following summary of our results of operations should be
read in conjunction with our financial statements for the quarter ended August
31, 2009 which are included herein.

Three month Summary ending August 3 1, 2009 and 2008

|                   |   | Three Months Ended |  
|------------------ | - | ------------------ | -
|                   |   | August 31          |  
|                   |   | 2009               |  
|Revenue            | $ | Nil                |  
|Operating Expenses | $ | 52,083             |  
|Net Loss           | $ | (52,083            | )

Expenses

Our operating expenses for the three month periods ended August
31, 2009 and 2008 are outlined in the table below:

|                             |   | Three Months Ended |  
|---------------------------- | - | ------------------ | -
|                             |   | August 31          |  
|                             |   | 2009               |  
|Foreign exchange (gain) loss | $ | (227               | )
|General and administrative   | $ | 52,310             |  

Operating expenses for the three months ended August 31, 2009
decreased by 47% as compared to the comparative period in 2008 primarily due to
lack of funds available which can be attributed to the current economic
conditions.

Revenue

We have not earned any revenues since our inception and we do
not anticipate earning revenues in the upcoming quarter.

Liquidity and Financial Condition

Working Capital

|                        |   | At        |   |   | At       |  
|----------------------- | - | --------- | - | - | -------- | -
|                        |   | August 31 |   |   | May 31,  |  
|                        |   | 2009      |   |   | 2009     |  
|Current assets          | $ | 8,775     |   | $ | 3,862    |  
|Current liabilities     |   | 363,779   |   |   | 356,283  |  
|Working capital deficit | $ | (355,004  | ) | $ | (352,421 | )

10

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Cash Flows

|                                                    |   | Three Months Ended |  
|--------------------------------------------------- | - | ------------------ | -
|                                                    |   | August 31          |  
|                                                    |   | 2009               |  
|Net Cash Used in Operating Activities               | $ | (35,844            | )
|Net Cash Provided by activities                     |   | 671                |  
|Net Cash Provided by Financing Activities           |   | 34,500             |  
|Effects of Foreign Currency Exchange                |   | Nil                |  
|Net increase (decrease) in cash during
      period | $ | (673               | )

Operating Activities

Net cash used in operating activities during the three months
ended August 31, 2009, was $35,844 compared to $18,306 during the three months
ended August 31, 2008. The increase in cash used for operating items is
attributed to the fact that a significant portion of expenditures were paid from
the remaining $34,500 of financing from common shares, whereas in the prior
year, expenditures were assumed by related parties.

Investing Activities

Investing activities during the three months ended August 31,
2009 were $671 compared to $Nil during the three months ended August 31,
2008.

Financing Activities

During the three months ended August 31, 2009, we received
$49,500 through the issuance of shares in a private placement and repaid a loan
in the amount of $15,000.

Contractual Obligations

As a smaller reporting company, we are not required to
provide tabular disclosure obligations.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have
or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that are
material to stockholders.

Recently Issued Accounting Standards

In June 2009, the Financial Accounting Standards Board (FASB)
issued SFAS No. 168, The FASB Accounting Standards Codification and the
Hierarchy of Generally Accepted Accounting Principles  a replacement of FASB
Statement No. 162. The FASB Accounting Standards Codification (Codification)
will become the source of authoritative U.S. generally accepted accounting
principles (GAAP) recognized by FASB to be applied by nongovernmental
entities. Rules and interpretive releases of the Securities and Exchange
Commission SEC under authority of federal securities laws are also sources of
authoritative GAAP for SEC registrants. On the effective date of this statement,
the Codification will supersede all then-existing non-SEC accounting and
reporting standards. All other non-grandfathered non-SEC accounting literature
not included in the Codification will become non-authoritative. This statement
is effective for financial statements issued for interim and annual periods
ending after September 30, 2009. The adoption of this statement is not expected
to have a material effect on our companys financial statements.

In June 2009, the FASB issued SFAS No. 167, Amendments to FASB
Interpretation No. 46(R). The objective of this statement is to improve
financial reporting by enterprises involved with variable interest entities.
This statement addresses (1) the effects on certain provisions of FASB
Interpretation No. 46 (revised December 2003),

11

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Consolidation of Variable Interest Entities, as a result of
the elimination of the qualifying special-purpose entity concept in SFAS No.
166, Accounting for Transfers of Financial Assets, and (2) concern about the
application of certain key provisions of FASB Interpretation No. 46(R),
including those in which the accounting and disclosures under the Interpretation
do not always provide timely and useful information about an enterprises
involvement in a variable interest entity. This statement is effective as of the
beginning of each reporting entitys first annual reporting period that begins
after November 15, 2009, for interim periods within that first annual reporting
period, and for interim and annual reporting periods thereafter. Earlier
application is prohibited. The adoption of this statement is not expected to
have a material effect on our companys financial statements.

In June 2009, the FASB issued SFAS No. 166, Accounting for
Transfers of Financial Assets  an amendment of FASB No. 140. The object of
this statement is to improve the relevance, representational faithfulness, and
comparability of the information that a reporting entity provides in its
financial statements about a transfer of financial assets; the effects of a
transfer on its financial position, financial performance, and cash flows; and a
transferors continuing involvement, if any, in transferred financial assets.
This statement addresses (1) practices that have developed since the issuance of
SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities, that are not consistent with the original
intent and key requirements of that statement and (2) concerns of financial
statement users that many of the financial assets (and related obligations) that
have been derecognized should continue to be reported in the financial
statements of transferors. SFAS No. 166 must be applied as of the beginning of
each reporting entitys first annual reporting period that begins after November
15, 2009, for interim periods within that first annual reporting period and for
interim and annual reporting periods thereafter. Earlier application is
prohibited. This statement must be applied to transfers occurring on or after
the effective date. Additionally, on and after the effective date, the concept
of a qualifying special-purpose entity is no longer relevant for accounting
purposes. The disclosure provisions of this statement should be applied to
transfers that occurred both before and after the effective date of this
statement. The adoption of this statement is not expected to have a material
effect on our companys financial statements.

In May 2009, the FASB issued SFAS No. 165, Subsequent Events.
SFAS No. 165 establishes general standards of accounting for and disclosure of
events that occur after the balance sheet date but before financial statements
are issued or are available to be issued. SFAS No. 165 is to be applied to
interim and annual financial periods ending after June 15, 2009. The adoption of
this statement did not have a material effect on our companys financial
statements.

In May 2008, the FASB issued SFAS No. 163, Accounting for
Financial Guarantee Insurance Contracts  An interpretation of FASB Statement
No. 60. SFAS No. 163 requires that an insurance enterprise recognize a claim
liability prior to an event of default when there is evidence that credit
deterioration has occurred in an insured financial obligation. It also clarifies
how Statement 60 applies to financial guarantee insurance contracts, including
the recognition and measurement to be used to account for premium revenue and
claim liabilities, and requires expanded disclosures about financial guarantee
insurance contracts. It is effective for financial statements issued for fiscal
years beginning after December 15, 2008, except for some disclosures about the
insurance enterprises risk-management activities. SFAS No. 163 requires that
disclosures about the risk-management activities of the insurance enterprise be
effective for the first period beginning after issuance. Except for those
disclosures, earlier application is not permitted. The adoption of this
statement did not have a material effect on our companys financial
statements.

In March 2008, the FASB issued SFAS No. 161, Disclosures about
Derivative Instruments and Hedging Activities  an amendment to FASB Statement
No. 133. SFAS No. 161 is intended to improve financial standards for derivative
instruments and hedging activities by requiring enhanced disclosures to enable
investors to better understand their effects on an entity's financial position,
financial performance, and cash flows. Entities are required to provide enhanced
disclosures about: (a) how and why an entity uses derivative instruments; (b)
how derivative instruments and related hedged items are accounted for under
Statement 133 and its related interpretations; and (c) how derivative
instruments and related hedged items affect an entitys financial position,
financial performance, and cash flows. It is effective for financial statements
issued for fiscal years beginning after November 15, 2008, with early adoption
encouraged. The adoption of this statement did not have a material effect on our
companys financial statements.

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In December 2007, FASB issued SFAS No. 141 (revised 2007),
Business Combinations. This statement replaces SFAS No. 141 and defines the
acquirer in a business combination as the entity that obtains control of one or
more businesses in a business combination and establishes the acquisition date
as the date that the acquirer achieves control. SFAS No. 141 (revised 2007)
requires an acquirer to recognize the assets acquired, the liabilities assumed,
and any noncontrolling interest in the acquiree at the acquisition date,
measured at their fair values as of that date. SFAS No. 141 (revised 2007) also
requires the acquirer to recognize contingent consideration at the acquisition
date, measured at its fair value at that date. This statement is effective for
fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2008 and earlier adoption is prohibited. The adoption of this
statement did not have a material effect on our company's financial
statements.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling
Interests in Consolidated Financial Statements Liabilities an Amendment of ARB
No. 51. This statement amends ARB 51 to establish accounting and reporting
standards for the Noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. This statement is effective for fiscal years,
and interim periods within those fiscal years, beginning on or after December
15, 2008 and earlier adoption is prohibited. The adoption of this statement did
not have a material effect on our company's financial statements.

Item 4. Controls and Procedures

Managements Report on Disclosure Controls and
Procedures

We maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in our reports
filed under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms, and that such information
is accumulated and communicated to our management, including our president (also
our principal executive officer, principal financial officer and principal
accounting officer) to allow for timely decisions regarding required disclosure.

As of August 31, 2009, the end of our first quarter covered by
this report, we carried out an evaluation, under the supervision and with the
participation of our president (also our principal executive officer, principal
financial and accounting officer), of the effectiveness of the design and
operation of our disclosure controls and procedures. Based on the foregoing, our
president (also our principal executive officer, principal financial and
accounting officer) concluded that our disclosure controls and procedures were
effective in providing reasonable assurance in the reliability of our financial
reports as of the end of the period covered by this quarterly report.

Changes in Internal Control over Financial
Reporting

There have been no changes in our internal controls over
financial reporting that occurred during the quarter ended August 31, 2009 that
have materially or are reasonably likely to materially affect, our internal
controls over financial reporting.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any pending legal proceedings and, to the
best of our knowledge, none of our property or assets are the subject of any
pending legal proceedings

Item 1A. Risk Factors

Much of the information included in this annual report includes
or is based upon estimates, projections or other forward looking statements.
Such forward looking statements include any projections and estimates made by us
and our management in connection with our business operations. While these
forward-looking statements, and any

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assumptions upon which they are based, are made in good faith
and reflect our current judgment regarding the direction of our business, actual
results will almost always vary, sometimes materially, from any estimates,
predictions, projections, assumptions or other future performance suggested
herein.

Such estimates, projections or other forward looking
statements involve various risks and uncertainties as outlined below. We
caution the reader that important factors in some cases have affected and, in
the future, could materially affect actual results and cause actual results to
differ materially from the results expressed in any such estimates, projections
or other forward looking statements.

If we do not obtain additional financing, the business plan
will fail.

Our current operating funds are insufficient to complete the
next phases of our proposed exploration program on our Labrador mineral claims.
We will need to obtain additional financing in order to complete our business
plan and our proposed exploration program. Our business plan calls for
significant expenses in connection with the exploration of the Labrador Claims.
We have not made arrangements to secure any additional financing.

Because we have only recently commenced business operations,
we face a high risk of business failure and this could result in a total loss of
your investment.

We recently begun the initial stages of exploration of the
Labrador Claims, and thus has no way to evaluate the likelihood whether our
company will be able to operate our business successfully. Our Company was
incorporated on February 23, 2006 and to date we have been involved primarily in
organizational activities, obtaining financing and preliminary exploration of
the Labrador Claims. We have not earned any revenues and we have never achieved
profitability as of the date of this annual report. Potential investors should
be aware of the difficulties normally encountered by new mineral exploration
companies and the high rate of failure of such enterprises. The likelihood of
success must be considered in the light of problems, expenses, difficulties,
complications and delays encountered in connection with the exploration of the
mineral properties that our company plans to undertake. These potential problems
include, but are not limited to, unanticipated problems relating to exploration
and additional costs and expenses that may exceed current estimates. We have no
history upon which to base any assumption as to the likelihood that its business
will prove successful, and we can provide no assurance to investors that our
company will generate any operating revenues or ever achieve profitable
operations. If our company is unsuccessful in addressing these risks its
business will likely fail and you will lose your entire investment in this
offering.

Because our company has only recently commenced business
operations, we expect to incur operating losses for the foreseeable future.

Our company has never earned any revenue and our company has
never been profitable. Prior to completing exploration on the Labrador Claims,
we may incur increased operating expenses without realizing any revenues from
the Labrador Claims, this could cause our company to fail and you will lose your
entire investment in this offering.

If we do not find a joint venture partner for the continued
development of our mineral claims, we may not be able to advance exploration
work.

If the results of the exploration program are successful, we
may try to enter into a joint venture agreement with a partner for the further
exploration and possible production of the Labrador Claims. Our company would
face competition from other junior mineral resource exploration companies who
have properties that they deem to be attractive in terms of potential return and
investment cost. In addition, if our company entered into a joint venture
agreement, our company would likely assign a percentage of our interest in the
Labrador Claims to the joint venture partner. If our company is unable to enter
into a joint venture agreement with a partner, our company may fail and you may
lose your entire investment in this offering.

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Because of the speculative nature of mineral property
exploration, there is substantial risk that no commercially viable deposits will
be found and our business will fail.

Exploration for base and precious metals is a speculative
venture involving substantial risk. We can provide investors with no assurance
that the Labrador Claims contain commercially viable mineral deposits. The
exploration program that our company will conduct on the Labrador Claims may not
result in the discovery of commercial viable mineral deposits. Problems such as
unusual and unexpected rock formations and other conditions are involved in base
and precious metal exploration and often result in unsuccessful exploration
efforts. In such a case, we may be unable to complete our business plan and you
could lose your entire investment.

Because of the inherent dangers involved in base and
precious metal exploration, there is a risk that our company may incur liability
or damages as we conducts our business.

The search for base and precious metals involves numerous
hazards. As a result, our company may become subject to liability for such
hazards, including pollution, cave-ins and other hazards against which we cannot
insure or against which we may elect not to insure. Our company currently has no
such insurance nor do we expect to get such insurance in the foreseeable future.
If a hazard were to occur, the costs of rectifying the hazard may exceed our
asset value and cause our company to liquidate all of our assets resulting in
the loss of your entire investment.

Because access to our companys mineral claims is often
restricted by inclement weather, we will be delayed in exploration and any
future mining efforts.

Access to the Labrador mineral claims is restricted to the
period between May and November of each year due to snow in the area. As a
result, any attempts to visit, test, or explore the property are largely limited
to these few months of the year when weather permits such activities. These
limitations can result in significant delays in exploration efforts, as well as
mining and production in the event that commercial amounts of minerals are
found. Such delays can result in our companys inability to meet deadlines for
exploration expenditures as defined by the Province of Newfoundland and Labrador
or by the vend-in agreement with Shenin Resources Inc. This could cause the
business venture to fail and the loss of your entire investment unless our
company can meet the deadlines.

As our company undertakes exploration of the Labrador
Claims, we will be subject to compliance with government regulation that may
increase the anticipated time and cost of its exploration program.

There are several governmental regulations that materially
restrict the exploration of minerals. Our company will be subject to the mining
laws and regulations as contained in the Mineral Act of the Province of
Newfoundland and Labrador as we carry out our exploration program. We may be
required to obtain work permits, post bonds and perform remediation work for any
physical disturbance to the land in order to comply with these regulations.
While our companys planned exploration program budgets for regulatory
compliance, there is a risk that new regulations could increase our time and
costs of doing business and prevent our company from carrying out our
exploration program.

Because market factors in the mining business are out of our
control, our company may not be able to market any minerals that may be found.

The mining industry, in general, is intensely competitive and
we can provide no assurance to investors even if minerals are discovered that a
ready market will exist from the sale of any base or precious metals found.
Numerous factors beyond our control may affect the marketability of base or
precious metals. These factors include market fluctuations, the proximity and
capacity of natural resource markets and processing equipment, government
regulations, including regulations relating to prices, taxes, royalties, land
tenure, land use, importing and exporting of minerals and environmental
protection. The exact effect of these factors cannot be accurately predicted,
but the combination of these factors may result in our company not receiving an
adequate return on invested capital and you may lose your entire investment.

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Because our company holds a significant portion of our cash
reserves in United States dollars, we may experience weakened purchasing power
in Canadian dollar terms.

Our company holds a significant portion of our cash reserves in
United States dollars. Due to foreign exchange rate fluctuations, the value of
these United States dollar reserves can result in both translation gains or
losses in Canadian dollar terms. If there was to be a significant decline in the
United States dollar versus the Canadian Dollar, our US dollar purchasing power
in Canadian dollars would also significantly decline. Our company has not
entered into derivative instruments to offset the impact of foreign exchange
fluctuations.

Our auditors have expressed substantial doubt about our
companys ability to continue as a going concern.

The accompanying financial statements have been prepared
assuming that our company will continue as a going concern. As discussed in Note
1 to the financial statements, our company was incorporated on February 23,
2006, and does not have a history of earnings, and as a result, our companys
auditor have expressed substantial doubt about the ability of our company to
continue as a going concern. Continued operations are dependent on our ability
to complete equity or debt financings or generate profitable operations. Such
financings may not be available or may not be available on reasonable terms. Our
financial statements do not include any adjustments that may result from the
outcome of this uncertainty.

Our stock is a penny stock. Trading of our stock may be
restricted by the SECs penny stock regulations which may limit a stockholders
ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange
Commission has adopted Rule 15g-9 which generally defines penny stock to be
any equity security that has a market price (as defined) less than $5.00 per
share or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities are covered by the penny stock rules, which impose
additional sales practice requirements on broker-dealers who sell to persons
other than established customers and accredited investors. The term
accredited investor refers generally to institutions with assets in excess of
$5,000,000 or individuals with a net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document in a form prepared by the SEC which provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction and monthly account statements showing the market
value of each penny stock held in the customers account. The bid and offer
quotations, and the broker-dealer and salesperson compensation information, must
be given to the customer orally or in writing prior to effecting the transaction
and must be given to the customer in writing before or with the customers
confirmation. In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from these rules, the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchasers written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the level of trading activity in the secondary market for the stock
that is subject to these penny stock rules. Consequently, these penny stock
rules may affect the ability of broker-dealers to trade our securities. We
believe that the penny stock rules discourage investor interest in and limit the
marketability of our common stock.

Without a public market there is no liquidity for our shares
and our shareholders may never be able to sell their shares which would result
in a total loss of their investment.

Our common shares are not list on any exchange or quotation
system. We have identified a market maker who has filed a Form 211 for us. At
the present time, none of our security holders are able to sell their shares
other than through private transactions. Selling shares privately might result
in our selling security holders not receiving the price per share that they
might have obtained if the shares were quoted on the OTCBB. This will occur as
follows:

- The market maker has filed a Form 211 for us with FINRA which will
  hopefully lead to us obtaining a quotation on the OTCBB; and

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- We will have to be current in our financial statements to be quoted on the
  OTCBB and hence we will be responsible for filing Forms 10-K and 10-Q on a
  periodic basis as required.

We have identified a market maker and have commenced the
process of being quoted on the OTCBB. The length of time this will take is
unknown to us but we estimate approximately two to four weeks. There is the
distinct possibility that our company will never be quoted on the OTCBB.

Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Securities
Holders

None.

Item 5. Other Information

None.

Item 6. Exhibits

|Exhibit |                                                                                                                                                                                                                                                         
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                                                                                             
|        |                                                                                                                                                                                                                                                         
|(3)     | (i) Articles of
      Incorporation; and (ii) Bylaws                                                                                                                                                                                                    
|        |                                                                                                                                                                                                                                                         
|3.1     | Articles of Incorporation of
      Wolverine Exploration Inc. filed as an Exhibit to our Form S-1
      (Registration Statement) on July 15, 2008, and incorporated herein by
      reference.                                                          
|        |                                                                                                                                                                                                                                                         
|3.2     | Bylaws of Wolverine Exploration
      Inc., filed as an Exhibit to our Form S-1 (Registration Statement) on July
      15, 2008, and incorporated herein by reference.                                                                                  
|        |                                                                                                                                                                                                                                                         
|3.3     | Certificate of Amendment of
      Wolverine Exploration Inc., filed as an Exhibit to our Form S-1
      (Registration Statement) filed on July 15, 2008 and incorporated herein by
      reference.                                                     
|        |                                                                                                                                                                                                                                                         
|3.4     | Certificate of Registration of
      Extra-Provincial Corporation, filed as an Exhibit to our Form S-1
      (Registration Statement) filed on July 15, 2008 and incorporated herein by
      reference.                                                
|        |                                                                                                                                                                                                                                                         
|(10)    | Material Contracts                                                                                                                                                                                                                                      
|        |                                                                                                                                                                                                                                                         
|10.1    | Vend-In Agreement dated
      February 28, 2007 between Wolverine and Shenin Resources Inc., filed as an
      Exhibit to our Form S-1 (Registration Statement) filed on July 15, 2008
      and incorporated herein by reference.                      
|        |                                                                                                                                                                                                                                                         
|10.2    | Consulting Agreement dated
      January 31, 2007 between Wolverine and Texada Consulting Inc., filed as an
      Exhibit to our Form S-1 (Registration Statement) filed on July 15, 2008
      and incorporated herein by reference.                   
|        |                                                                                                                                                                                                                                                         
|10.3    | Additional Property Agreement
      dated May 17, 2007 among Wolverine, Shenin Resources Inc. and Richard
      Haderer, filed as an Exhibit to our Form S-1 (Registration Statement)
      filed on July 15, 2008 and incorporated herein by reference.
|        |                                                                                                                                                                                                                                                         
|(14)    | Code of Ethics                                                                                                                                                                                                                                          
|        |                                                                                                                                                                                                                                                         
|14.1    | Code of Ethics, filed as an
      Exhibit to our Form S-1 (Registration Statement) filed on July 15, 2008
      and incorporated herein by reference.                                                                                                   

17

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|Exhibit |                                                                  
|------- | -----------------------------------------------------------------
|Number  | Description                                                      
|        |                                                                  
|(31)    | Rule 13a-14(a)/15d-14(a) Certifications                          
|        |                                                                  
|31.1*   | Section
      302 Certifications under Sarbanes-Oxley Act of 2002
|        |                                                                  
|(32)    | Section 1350 Certifications                                      
|        |                                                                  
|32.1*   | Section
      906 Certifications under Sarbanes-Oxley Act of 2002

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

WOLVERINE EXPLORATION
INC.(Registrant)

Dated: October 15, 2009

*/s/ Lee
Costerd***Lee Costerd**Chief Executive Officer,
Chief Financial Officer and Director (Principal Executive Officer, Principal
Financial Officer and Principal Accounting Officer)

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