---

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 November 30, 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
January 15, 2010**

---

PART 1  FINANCIAL INFORMATION

Item 1. Financial Statements.

Our unaudited interim financial statements for the six month
period ended November 30, 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)

November 30, 2009



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

---

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

|                                                                    |  | November 30, 2009 |   |  | May 31, 2009 |  
|------------------------------------------------------------------- |  | ----------------- | - |  | ------------ | -
|                                                                    |  | $                 |   |  |              |  
|                                                                    |  | (unaudited)       |   |  |              |  
|                                                                    |  |                   |   |  |              |  
|ASSETS                                                              |  |                   |   |  |              |  
|                                                                    |  |                   |   |  |              |  
|Current Assets                                                      |  |                   |   |  |              |  
|                                                                    |  |                   |   |  |              |  
|Cash                                                                |  | 2,048             |   |  | 673          |  
|Amounts receivable                                                  |  | 4,334             |   |  | 3,189        |  
|Prepaid expenses                                                    |  | 17,927            |   |  |             |  
|                                                                    |  |                   |   |  |              |  
|Total Assets                                                        |  | 24,309            |   |  | 3,862        |  
|                                                                    |  |                   |   |  |              |  
|LIABILITIES AND STOCKHOLDERS DEFICIT                               |  |                   |   |  |              |  
|                                                                    |  |                   |   |  |              |  
|Current Liabilities                                                 |  |                   |   |  |              |  
|                                                                    |  |                   |   |  |              |  
|Accounts payable                                                    |  | 267,771           |   |  | 246,513      |  
|Accrued liabilities                                                 |  | 76,707            |   |  | 58,855       |  
|Loans payable (Note 4)                                              |  | 21,000            |   |  | 36,000       |  
|Due
      to related party (Note 5)                                 |  | 16,812            |   |  | 14,915       |  
|                                                                    |  |                   |   |  |              |  
|Total Liabilities                                                   |  | 382,290           |   |  | 356,283      |  
|                                                                    |  |                   |   |  |              |  
|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)                              |  | 141,000           |   |  |             |  
|Deficit accumulated during the exploration stage                    |  | (1,598,381        | ) |  | (1,451,821   | )
|                                                                    |  |                   |   |  |              |  
|Total
      Stockholders Deficit                                   |  | (357,981          | ) |  | (352,421     | )
|                                                                    |  |                   |   |  |              |  
|Total Liabilities
      and Stockholders Deficit                   |  | 24,309            |   |  | 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 fromThree Months
    
    
    Three Months
    
    
    Six Months
    
    
    Six Months
    
    
      February 23, 2006Ended
    
    
    Ended
    
    
    Ended
    
    
    Ended
    
    
      (Date of Inception)November 30,
    
    
    November 30,
    
    
    November 30,
    
    
    November 30,
    
    
      to November 30,2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
      2009$
    
    
    $
    
    
    $
    
    
    $
    
    
      $Revenue
    
    
    
    
    
    
    
    
    
    
    
    
    
      ExpensesForeign exchange
      loss
    
    3,998
    
    
    
    
    
    3,771
    
    
    
    
    
      12,669General and administrative
    
    67,680
    
    
    45,976
    
    
    119,990
    
    
    143,911
    
    
      970,099Mineral
      exploration costs
    
    22,799
    
    
    
    
    
    22,799
    
    
    
    
    
      267,392Write-down of mineral propertycosts
    
    
    
    
    
    
    
    
    
    
    
    
    
      348,221Total Expenses
    
    94,477
    
    
    45,976
    
    
    146,560
    
    
    143,911
    
    
      1,598,381Net Loss
    
    (94,477
    )
    
    (45,976
    )
    
    (146,560
    )
    
    (143,911
    )
    
      (1,598,381
    )Net Loss Per Share  Basic
      andDiluted
    
    
    
    
    
    
    
    
    
    
    Weighted Average SharesOutstanding
    
    68,630,000
    
    
    68,630,000
    
    
    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    |  
|------------------------------------------------------------------------ |  | ------------ | - |  | ------------ | - |  | ------------------- | -
|                                                                         |  | Six Months   |   |  | Six Months   |   |  | February 23, 2006   |  
|                                                                         |  | Ended        |   |  | Ended        |   |  | (Date of Inception) |  
|                                                                         |  | November 30, |   |  | November 30, |   |  | to November 30,     |  
|                                                                         |  | 2009         |   |  | 2008         |   |  | 2009                |  
|                                                                         |  | $            |   |  | $            |   |  | $                   |  
|Operating Activities                                                     |  |              |   |  |              |   |  |                     |  
|Net loss                                                                 |  | (146,560     | ) |  | (143,911     | ) |  | (1,598,381          | )
|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                                                 |  | (1,145       | ) |  | 6,428        |   |  | (4,334              | )
|Prepaid expenses and deposits                                            |  | (17,927      | ) |  |             |   |  | 8,173               |  
|Accounts payable                                                         |  | 21,258       |   |  | 17,913       |   |  | 259,883             |  
|Accrued liabilities                                                      |  | 17,852       |   |  | 18,870       |   |  | 76,707              |  
|Due to related parties                                                   |  | 1,897        |   |  | 75,242       |   |  | 24,700              |  
|Net Cash Used In
      Operating Activities                              |  | (124,625     | ) |  | (25,458      | ) |  | (885,031            | )
|Investing Activities                                                     |  |              |   |  |              |   |  |                     |  
|Acquisition of mineral properties                                        |  |             |   |  |             |   |  | (321                | )
|Net Cash Used In Investing Activities                                    |  |             |   |  |             |   |  | (321                | )
|Financing Activities                                                     |  |              |   |  |              |   |  |                     |  
|Proceeds from loans payable                                              |  |             |   |  |             |   |  | 36,000              |  
|Repayment of loans payable                                               |  | (15,000      | ) |  |             |   |  | (15,000             | )
|Repayment of note payable to
      related party                         |  |             |   |  |             |   |  | (34,000             | )
|Proceeds from common stock issued or
      subscribed                    |  | 141,000      |   |  |             |   |  | 912,400             |  
|Repayment of common stock subscribed                                     |  |             |   |  |             |   |  | (12,000             | )
|Net Cash Provided
      by Financing Activities                          |  | 126,000      |   |  |             |   |  | 887,400             |  
|Effects of exchange rate changes on cash                                 |  |             |   |  | 7,493        |   |  |                    |  
|Increase (Decrease) in Cash                                              |  | 1,375        |   |  | (17,965      | ) |  | 2,048               |  
|Cash, Beginning of Period                                                |  | 673          |   |  | 18,990       |   |  |                    |  
|Cash, End of
      Period                                                |  | 2,048        |   |  | 1,025        |   |  | 2,048               |  
|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

---

Wolverine Exploration Inc. (An Exploration Stage Company)
Notes to the Financial Statements November 30, 2009 (Expressed in
U.S. dollars) (unaudited)

|1. | Basis of Presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The accompanying financial statements of Wolverine
      Exploration Inc. (the Company) should be read in conjunction with the
      financial statements and accompanying notes filed with the U.S. Securities
      and Exchange Commission in the Companys Annual Report on Form 10-K for
      the fiscal year ended May 31, 2009. In the opinion of management, the
      accompanying financial statements reflect all adjustments of a recurring
      nature considered necessary to present fairly the Companys financial
      position and the results of its operations and its cash flows for the
      periods shown.                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The preparation of financial statements in accordance
      with accounting principles generally accepted in the United States
      requires management to make estimates and assumptions that affect the
      amounts reported. Actual results could differ materially from those
      estimates. The results of operations and cash flows for the periods shown
      are not necessarily indicative of the results to be expected for the full
      year.                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|2. | Summary of Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|3. | Mineral Properties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | On February 27, 2007, the Company entered into a vend-in
      agreement whereby they agreed to acquire a 90% interest in four mineral
      licenses in central Labrador, Canada, comprised of 516 mineral claims
      covering an area of 33,111 acres. On February 28, 2007 the Company issued
      a $34,000 promissory note and 34,000,000 in common shares with a fair
      value of $340,000 to acquire this 90% interest. The purchase price
      included a total of $26,100 in refundable staking security deposits. These
      deposits were refunded to the Company in February 2008. As at May 31,
      2009, the Company wrote off the mineral property acquisition costs of
      $348,000 due to the uncertainty of establishing proven and probable
      reserves.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Under the terms of the vend-in agreement, the Company is
      committed to incurring mineral exploration expenditures of approximately
      $151,000 (Cdn$150,000) on or before March 1, 2008 (spent), $156,719
      (Cdn$171,615) on or before March 1, 2009, and $195,899 (Cdn$214,519) on or
      before March 1, 2010 with the provision that any excess amount spent in
      one year may be carried forward and applied towards fulfilment of the
      expenditure requirements of a later year. As at November 30, 2009, the
      Company has spent $244,697 (Cdn$267,290) on exploration expenditures.
      These expenditures also qualify as exploration expenditures under the
      terms of the Companys mineral exploration licenses.                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | On August 27, 2009, the vend-in agreement was amended in
      that the optionor has agreed to waive the remaining required work
      commitments on the mineral properties subject to the Company incurring
      sufficient exploration expenditures on the properties to keep them in good
      standing with the local government.                                                                                                                                                                                                                                                                                                                                                                                                                                                  

F-4

---

Wolverine Exploration Inc. (An Exploration Stage Company)
Notes to the Financial Statements November 30, 2009 (Expressed in
U.S. dollars) (unaudited)

|4. | Loans Payable                                                                                                                                                                                                                                             
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                           
|   | a)                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                           
|   | b)                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                           
|5. | Related Party Transactions                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                           
|   | As at November 30, 2009, the Company owes $18,077
      (Cdn$19,083) (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                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                           
|   | As at November 30, 2009, the Company had received common
      stock subscriptions for 4,700,000 shares of common stock at $0.03 per
      share for proceeds of $141,000.                                                                                
|   |                                                                                                                                                                                                                                                           
|7. | Subsequent Events                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                           
|   | The Company has evaluated all events or transactions that
      occurred after November 30, 2009 through to January 14, 2010. On December
      9, 2009, the Company issued 400,000 shares of common stock to settle
      accrued liabilities of $12,000.

F-5

---

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 and trades on the OTCBB under the symbol WOLV.

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 eighteen mineral claims from
Richard Haderer for $321 which are contiguous to the Shenin Claims.

4

---

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 mineral properties located in Labrador,
Canada. We have not yet determined whether the Labrador Claims contain mineral
reserves that are economically recoverable.

For the six month period ended November 30, 2009, we incurred
exploration costs of $22,799.

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 Labrador 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 $357,981, we
require additional funds of approximately $625,000 ($641,000 CDN) 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 $357,981 as of November 30, 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 spring-summer of 2010. The following is a brief summary of our five phase
exploration program.

| | 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
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

5

---

| |    | 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). The prospecting and sampling program portion of phase four was
      completed in the fall of 2009. The trenching portion of phase four is
      estimated at $116,000 Cdn. An assessment report on the fall 2009 program
      was completed and filed with the Department of Natural Resources of the
      Province of Newfoundland and Labrador.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | 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 $512,000 (Cdn
  $525,000).                                                                                                                                                                                                                   

The project 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.

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 November 30, 2009, we had a cash balance of $2,048. We
will need to raise additional financing to fund phase four of the proposed
exploration program to commence in the spring-summer of 2010 and subject to
positive results in phase four additional financing for phase five of the
proposed exploration program to commence in summer-fall 2010.

6

---

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 not intend to purchase any significant equipment over the
twelve months ending November 30, 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. The Company also
maintains an office in Richmond, BC at a cost of $1,000 CDN per month.

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, Our company assesses the carrying costs for impairment under ASC 360,
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

7

---

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 ASC 360, 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.

Stock-based Compensation

The Company records stock-based compensation in accordance with
ASC 718, Compensation - Stock Compensation, 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.

Results of Operations

Three Months Ended November 30, 2009 and 2008

The following summary of our results of operations should be
read in conjunction with our financial statements for the quarter ended November
30, 2009 which are included herein.

Three month summary ending November 30, 2009 and
2008

Three Months EndedNovember 302009
      
      
      2008Revenue
      $
      Nil
      
      $
      NilOperating Expenses
      $
      94,477
      
      $
      45,976Net Loss
      $
      (94,477
      )
      $
      (45,976
      )


Six month summary ending November 30, 2009 and 2008

Six Months EndedNovember 302009
      
      
      2008Revenue
      $
      Nil
      
      $
      NilOperating Expenses
      $
      146,560
      
      $
      143,911Net Loss
      $
      (146,560
      )
      $
      (143,911
      )


8

---

Expenses

Our operating expenses for the three month periods ended
November 30, 2009 and 2008 are outlined in the table below:

Three Months EndedNovember 302009
      
      
      2008Foreign exchange loss
      $
      3,998
      
      $
      NilGeneral and administrative
      $
      67,680
      
      $
      45,976Mineral exploration costs
      $
      22,799
      
      $
      Nil


Operating expenses for the three months ended November 30, 2009
increased by 105% as compared to the comparative period in 2008 primarily due to
an increase in exploration and financing activities.

Our operating expenses for the six month periods ended November
30, 2009 and 2008 are outlined in the table below:

Six Months EndedNovember 302009
      
      
      2008Foreign exchange loss
      $
      3,771
      
      $
      NilGeneral and administrative
      $
      119,990
      
      $
      143,911Mineral exploration costs
      $
      22,799
      
      $
      Nil


Operating expenses for the six months ended November 30, 2009
increased by 2% as compared to the comparative period in 2008 primarily due to
an increase in exploration activity and financing activities.

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
    
    
    AtNovember 30
    
    
    May 31,2009
    
    
    2009Current assets
    $
    24,309
    
    $
    3,862Current liabilities
    
    382,290
    
    
    356,283Working capital deficit
    $
    (357,981
    )
    $
    (352,421
    )


Cash Flows

Three Months EndedNovember 30
      
      
      November 302009
      
      
      2008Net Cash Used in Operating Activities
      $
      (124,625
      )
      $
      (25,458
      )Net Cash Used in Investing Activities
      
      Nil
      
      
      NilNet Cash Provided by Financing Activities
      
      126,000
      
      
      NilEffects of Foreign Currency Exchange
      
      Nil
      
      
      7,493Net increase (decrease) in cash during period
      $
      1,375
      
      $
      (17,965
      )


9

---

Operating Activities

Net cash used in operating activities during the six months
ended November 30, 2009, was $124,625 compared to $25,458 during the six months
ended November 30, 2008.

Investing Activities

Investing activities during the six months ended November 30,
2009 were $Nil compared to $Nil during the six months ended November, 2008.

Financing Activities

During the six months ended November 30, 2009, we received
$141,000 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.

Recent Accounting Standards

In June 2009, the FASB issued guidance now codified as FASB ASC
  Topic 105, Generally Accepted Accounting Principles as the single source of
  authoritative accounting principles recognized by the FASB to be applied by
  nongovernmental entities in the preparation of financial statements in conformity
  with U.S. GAAP, aside from those issued by the SEC. ASC 105 does not change
  current U.S. GAAP, but is intended to simplify user access to all authoritative
  U.S. GAAP by providing all authoritative literature related to a particular
  topic in one place. The adoption of ASC 105 did not have a material impact on
  the Companys financial statements, but did eliminate all references to
  pre-codification standards

In May 2009, FASB issued ASC 855, Subsequent Events, which establishes
  general standards of for the evaluation, recognition and disclosure of events
  and transactions that occur after the balance sheet date. Although there is
  new terminology, the standard is based on the same principles as those that
  currently exist in the auditing standards. The standard, which includes a new
  required disclosure of the date through which an entity has evaluated subsequent
  events, is effective for interim or annual periods ending after June 15, 2009.
  The adoption of ASC 855 did not have a material effect on the Companys
  financial statements.

The Company has implemented all new accounting pronouncements
that are in effect and that may impact its financial statements and does not
believe that there are any other new accounting pronouncements that have been
issued that might have a material impact on its financial position or results of
operations.

10

---

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 November 30, 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, and in light
  of weakness identified in our internal controls over financial reporting which
  were disclosed in our Annual Report on Form 10-K for the year ended May 31,
  2009, our president (also our principal executive officer, principal financial
  and accounting officer) concluded that our disclosure controls and procedures
  were not effective.

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 November 30, 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 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.

11

---

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.

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.

12

---

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.

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 May 31, 2009 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.

13

---

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.

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.

14

---

ExhibitNumber
      Description3.4
      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
          Contracts10.1
      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
          Ethics14.1
      Code of Ethics,
          filed as an Exhibit to our Form S-1 (Registration Statement) filed on
          July 15, 2008 and incorporated herein by reference.(31)
      Rule 13a-14(a)/15d-14(a)
          Certifications31.1*
      Section
          302 Certifications under Sarbanes-Oxley Act of 2002(32)
      Section
          1350 Certifications32.1*
      Section
          906 Certifications under Sarbanes-Oxley Act of 2002


* Filed herewith.

15

---

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: January 15, 2010 | /s/
      Less Costerd                                 
|                        | Lee Costerd                                            
|                        | Chief Executive Officer, Chief Financial
      Officer 
|                        | and Director                                           
|                        | (Principal Executive Officer, Principal
      Financial
|                        | Officer and Principal Accounting Officer)              

16

---