UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549



FORM 20-F

DATED AUGUST 25, 2006



(Mark One)

|                                                                                |                                                                                                |                |                                           |  |  |  |  |  |  |  |  |  |  |  |  | 
|------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------- | -------------- | ----------------------------------------- |  |  |  |  |  |  |  |  |  |  |  |  | 
|                                                                                | REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934
|OR                                                                             
|X                                                                               | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934          
|                                                                                | FOR THE FISCAL YEAR ENDED                                                                      | APRIL 30, 2006
|OR                                                                             
|                                                                                | FOR THE TRANSITION PERIOD FROM                                                                 |                | TO                                        | 
|OR                                                                              |                                                                                               
|                                                                                | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934   
|                                                                                |                                                                                                |               
|                                                                                | DATE OF EVENT REQUIRING THIS SHELL COMPANY REPORT                                              |               
|                                                                                |                                                                                                |                |                                           | 
|COMMISSION FILE NUMBER:                                                         | 0-28792                                                                                       
|                                                                                |                                                                                                |               
|CANALASKA VENTURES LTD.                                                        
|(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)                         
|NOT APPLICABLE                                                                 
|(TRANSLATION OF REGISTRANTS NAME INTO ENGLISH)                                
|BRITISH COLUMBIA, CANADA                                                       
|(JURISDICTION OF INCORPORATION OR ORGANIZATION)                                
|2303 WEST 41ST AVENUE, VANCOUVER, BRITISH COLUMBIA V6M 2A3                     
|(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                                       
|                                                                               
|SECURITIES REGISTERED OR TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT.
|                                                                                |                                                                                                |                |                                          
|                                                                                | TITLE OF EACH CLASS                                                                            |                | NAME ON EACH EXCHANGE ON WHICH REGISTERED
|                                                                                | NONE                                                                                           |                |                                          
|                                                                                |                                                                                                |                |                                          





---



|                                                                                                                                                                                                                                                                                                                                                         |         |   |         |  |                |   |  |  |  |  |  | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------- | - | ------- |  | -------------- | - |  |  |  |  |  | 
|SECURITIES REGISTERED OR TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT.                                                                                                                                                                                                                                                                         
|COMMON SHARES WITHOUT PAR VALUE                                                                                                                                                                                                                                                                                                                         
|(TITLE OF CLASS)                                                                                                                                                                                                                                                                                                                                        
|Securities For Which There is a Reporting Obligation Pursuant to Section 15(d) of the Act.                                                                                                                                                                                                                                                              
|NONE                                                                                                                                                                                                                                                                                                                                                    
|(TITLE OF CLASS)                                                                                                                                                                                                                                                                                                                                        
|INDICATE THE NUMBER OF OUTSTANDING SHARES OF EACH OF THE ISSUERS CLASSES OF CAPITAL OR COMMON STOCK AS OF THE CLOSE OF THE PERIOD COVERED BY THE ANNUAL REPORT.                                                                                                                                                                                        
|77,127,238 Common Shares at April 30, 2006                                                                                                                                                                                                                                                                                                              
|Indicate by Check Mark Whether the Registrant (1) has Filed All Reports Required To be Filed by Section 12 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.
|                                                                                                                                                                                                                                                                                                                                                         | YES     |   | NO      |  | NOT APPLICABLE | X
|                                                                                                                                                                                                                                                                                                                                                         |         |   |         |  |                |  
|If This Is An Annual Report, Indicate By Check Mark Whether The Registrant Is A Shell Company (As Defined In Rule 12b-2 Of The Exchange Act).                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                         | YES     |   | NO      |  | NOT APPLICABLE | X
|                                                                                                                                                                                                                                                                                                                                                        
|Indicate by Check Mark Which Financial Statement Item the Registrant Has Elected to Follow.                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                         | ITEM 17 | X | ITEM 18 |  |               
|                                                                                                                                                                                                                                                                                                                                                        
|(Applicable Only to Issuers Involved in Bankruptcy Proceedings During the Past Five Years)                                                                                                                                                                                                                                                              
|Indicate by Check Mark Whether the Registrant Has Filed All Documents and Reports Required to be Filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 Subsequent to the Distribution of Securities Under a Plan Confirmed by a Court.                                                                                               
|                                                                                                                                                                                                                                                                                                                                                         | YES     |   | NO      |  | NOT APPLICABLE | X
|                                                                                                                                                                                                                                                                                                                                                        





---

TABLE OF CONTENTS

Page



Glossary of Mining Terms

6

PART I



ITEM 1

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

10

ITEM 2.

OFFER STATISTICS AND EXPECTED TIMETABLE

10

ITEM 3.

KEY INFORMATION

10

A.

Selected Financial Data

10

B.

Capitalization and Indebtedness

11

C.

Reasons for the Offer and Use of Proceeds

11

D.

Risk Factors

11

(1)

Exploration Risks

11

(2)

Operating Hazards and Risks

12

(3)

Limited Operating History; Lack of Cash Flow

and Non Availability of Additional Funds

12

(4)

No Proven Reserves

12

(5)

Title Risks

12

(6)

Conflicts of Interest

13

(7)

Exploration Stage Risks; Lack of Cash Flow; Additional Funding Requirements

13

(8)

Competition and Agreements with Other Parties

13

(9)

Fluctuating Mineral Prices

14

(10)

Shares Reserved for Future Issuance; Potential Dilution

14

(11)

Environmental Regulation

14

(12)

Compliance with Laws and Regulations

14

(13)

Canadian Jurisdictional and Enforceability of Judgments, Risks

15

(14)

Adequate Labor and Dependence Upon Key Personnel

16

(15)

Work Program Advances to Optionees

16

(16)

Forward Looking Statements

16

ITEM 4.

INFORMATION ON THE COMPANY

16

A.

History and Development of the Company

16

B.

Business Overview

17

C.

Organizational Structure

17

D.

Property Plant and Equipment

17

SECTION 1 URANIUM PROJECTS

17

1.

West McArthur Project

17

2.

Other Athabasca Basin Uranium Projects

22

a.

Alberta Project, Alberta

23

b.

Arnold Project, Saskatchewan

23

c.

Cree East Project, Saskatchewan

23

d.

Cree West Project, Saskatchewan

23

e.

Geikie Project, Saskatchewan

24

f.

Helmer Project, Saskatchewan

24

g.

Hodgson Project, Saskatchewan

24

h.

Key Project, Saskatchewan

25

i.

Lake Athabasca Project, Saskatchewan

25

j.

McTavish Project, Saskatchewan

26

k.

Moon Project, Saskatchewan

26

l.

Waterbury Project, Saskatchewan

26

m.

Northeast Project, Saskatchewan

27

n.

Camsell, Saskatchewan

27

o.

Poplar, Saskatchewan

27

p.

Grease River, Saskatchewan

27



---

3.

Elliot Lake Project, Saskatchewan

28

SECTION 2 OTHER PROJECTS

29

1.

Rainbow Hill Project, Alaska

29

2.

Voiseys Bay Project, Labrador

29

a.

Mineral Licences 785M and 787M

29

b.

Konrad:  Mineral Licence 972M

30

3.

Quesnel Canyon Placer Gold Project, British Columbia

30

4.

Zeballos Project, British Columbia

30

5.

Treasure Chest, British Columbia

31

6.

Glitter Lake, Quebec

31

7.

New Zealand

32

a.

Cascade Creek Properties, Buller Area

32

b.

Granite Dome (Permit 39278), Greymouth

32

c.

Greymouth North (Permit 39279), Greymouth

32

d.

Mt. Mitchell (Permit 40669), Northland

32

e.

Reefton South (Permit 40677), Reefton

33

f.

Rise and Shine (Option from Oceana Gold), Cromwell

33

g.

Option with Golden Fern Resources

33

ITEM 5.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

33

A.

Operating Results

33

Twelve Months Ended April 30, 2006 compared to

Twelve Months Ended April 30, 2005

34

Twelve Months Ended April 30, 2005 compared to

Twelve Months Ended April 30, 2004

35

Twelve Months Ended April 30, 2004 compared to

Twelve Months Ended April 30, 2003

37

B.

Liquidity and Capital Resources

39

Twelve Months Ended April 30, 2006 compared to

Twelve Months Ended April 30, 2005

40

Twelve Months Ended April 30, 2005 compared to

Twelve Months Ended April 30, 2004

40

Twelve Months Ended April 30, 2004 compared to

Twelve Months Ended April 30, 2003

40

C.

Research and Development, Patents and Licenses, etc.

41

D.

Trend Information

41

E.

Off-Balance Sheet Arrangements

41

F.

Tabular Disclosure of Contractual Obligations

41

G.

Safe Harbor

41

ITEM 6.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

42

A.

Directors and Senior Management

42

B.

Compensation

43

C.

Board Practices

48

D.

Employees

51

E.

Share Ownership

51

ITEM 7.

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

56

A.

Major Shareholders

56

B.

Related Party Transactions

56

C.

Interests of Experts and Counsel

56

ITEM 8.

FINANCIAL INFORMATION

56

A.

Consolidated Statements and Other Financial Information

56

B.

Significant Changes

56

ITEM 9.

THE OFFER AND LISTING

57

A.

Offer and Listing Details

57

B.

Plan of Distribution

59



---

C.

Markets

59

D.

Selling Shareholders

59

E.

Dilution

59

F.

Expenses of the Issue

59

ITEM 10.

ADDITIONAL INFORMATION

59

A.

Share Capital

59

B.

Memorandum and Articles of Association

60

C.

Material Contracts

60

D.

Exchange Controls

60

E.

Taxation

61

F.

Dividends and Paying Agents

67

G.

Statements by Experts

68

H.

Documents on Display

68

I.

Subsidiary Information

68

ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

68



PART II



ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

68

ITEM 13.

DEFAULTS, DIVIDEND ARREARS AND DELINQUENCIES

68

ITEM 14.

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS

AND USE OF PROCEEDS

68

ITEM 15.

CONTROLS AND PROCEDURES

68

ITEM 16.

[ RESERVED ]

69

ITEM 16A.

AUDIT COMMITTEE FINANCIAL EXPERT

69

ITEM 16B.

CODE OF ETHICS

72

ITEM 16C.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

72

ITEM 16D.

EXEMPTIONS FROM THE LISTING STANDARES FOR AUDIT COMMITTEES

73

ITEM 16E.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER

AND AFFILIATED PURCHASERS.

73



PART III



ITEM 17.

FINANCIAL STATEMENTS

73

ITEM 18.

FINANCIAL STATEMENTS

73

ITEM 19.

EXHIBITS

73



SIGNATURES

74





---

GLOSSARY



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



|                    |                                                                                                                                                                         | 
|------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|Ag                  | The chemical symbol for silver.                                                                                                                                        
|Aeromagnetic survey | A geophysical survey using a magnetometer aboard, or towed behind, an aircraft.                                                                                        
|Au                  | The chemical symbol for gold.                                                                                                                                          
|Anomaly             | Any departure from the norm which may indicate the presence of mineralization in the underlying bedrock.                                                               
|Anorthosite         | Light grey to almost black variety of gabbro, made up of plagioclase with a mafic content of less than 10%.                                                            
|Aphebian            | Period of time in the earths history between 2.5 and 1.8 billion years ago.                                                                                           
|Archean             | Period of time in the earths history between 3.8 and 2.5 billion years ago.                                                                                           
|Assay               | A chemical test performed on a sample of ores or core to determine the amount of valuable metals contained.                                                            
|Assessment Work     | The amount of work, specified by mining law, that must be performed each year in order to retain legal control of mining claims.                                       
|Basin               | A round or oval depression in the Earth's surface, containing the youngest section of rock in its lowest, central part.                                                
|Batholith           | A large mass of igneous rock extending to great depth with its upper portion dome-like in shape. Similar, smaller masses of igneous rocks are known as bosses or plugs.
|Breccia             | A rock in which angular fragments are surrounded by a mass of fine-grained minerals.                                                                                   
|CVV                 | CanAlaska Ventures Ltd.                                                                                                                                                
|Chalcopyrite        | A sulphide mineral of copper and iron; the most important ore mineral of copper.                                                                                       
|Channel Sample      | A sample composed of pieces of vein or mineral deposit that have been cut out of a small trench or channel, usually about 10 cm wide and 2 cm deep.                    
|Chip Sample         | A method of sampling a rock exposure whereby a regular series of small chips of rock is broken off along a line across the face.                                       
|Claim               | Holder usually has the right to carry out mineral exploration and apply to mine on the located area.                                                                   
|Cretaceous          | The third and latest of the periods in the Mesozoic Era.                                                                                                               

6

---



|                     |                                                                                                                                              | 
|-------------------- | -------------------------------------------------------------------------------------------------------------------------------------------- | 
|Diamond Drill        | A rotary type of rock drill that cuts a core of rock that is recovered in long cylindrical sections, two cm or more in diameter.            
|Diorite              | An intrusive igneous rock composed chiefly of plagioclase, hornblende, biotite or pyroxene.                                                 
|EM Survey            | A geophysical survey method which measures the electromagnetic properties of rocks.                                                         
|Exploration          | Prospecting, sampling, mapping, diamond drilling and other work involved in searching for ore.                                              
|Fault                | Fracture in the earths crust, along which there has been displacement of the sides relative to one another parallel to the fracture.       
|ITF                  | Freegold Ventures Limited.                                                                                                                  
|Gabbro               | A dark, coarse-grained intrusive igneous rock.                                                                                              
|Geophysical Surveys  | The use of one or more geophysical techniques in geophysical exploration.                                                                   
|Grab Samples         | A sample of rock or sediment taken more or less indiscriminately at any place.                                                              
|Gneiss               | Layered granite like rock.                                                                                                                  
|Gossan               | An iron-oxide rich weathered product overlying a sulphide deposit.                                                                          
|Granite              | A coarse-grained intrusive igneous rock consisting of quartz, feldspar and mica.                                                            
|gpt                  | Grams per tonne.                                                                                                                            
|Induced Polarization | A geophysical survey method which measures the
properties of rocks.                                                                         
|g/t Au               | Grams per tonne gold.                                                                                                                       
|Kimberlite           | A blue/grey igneous rock which contains olivine, serpentine, calcite and silica.                                                            
|km                   | A measure of distance known as a kilometre.                                                                                                 
|Leach                | To dissolve from a rock. For example, when acidic water passes through fractured rocks, soluble minerals leach, or dissolve, from the rocks.
|Lode                 | Zone of metal veins.                                                                                                                        
|Mg                   | The chemical symbol for magnesium.                                                                                                          
|Mafic                | Igneous rocks with dark minerals.                                                                                                           
|Max-Min EM           | A specific type of electromagnetic geophysical survey.                                                                                      

7

---



|                   |                                                                                                                                                                                            | 
|------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 
|Mesozoic Era       | One of the grand divisions of geologic time, follows the Paleaozoic and succeeded by the Cenozoic.                                                                                        
|Metallurgy         | The study of extracting metals from their ores.                                                                                                                                           
|Mineralization     | The concentration of metals and their chemical compounds within a body of rock.                                                                                                           
|Ni                 | The chemical symbol for nickel.                                                                                                                                                           
|Nickel             | A hard white silver metallic chemical element.                                                                                                                                            
|NSR                | Net Smelter Returns.                                                                                                                                                                      
|opt                | Ounce per ton.                                                                                                                                                                            
|Ore                | A natural aggregate of one or more minerals, which at a specified time and place, may be mined and sold at a profit, or which from some part may be profitably separated.                 
|Oz                 | A measure of weight known as an ounce.                                                                                                                                                    
|PFN                | Pacific North West Capital Corp.                                                                                                                                                          
|Placer             | A deposit of sand and gravel containing valuable metals such as gold, tin or diamonds.                                                                                                    
|Pd                 | The chemical symbol for Palladium.                                                                                                                                                        
|Proterozoic        | Period of time in earths history between 2.5 billion years ago and 544 million years ago.                                                                                                
|PGM                | Platinum Group Metals.                                                                                                                                                                    
|PGE                | Platinum Group Elements.                                                                                                                                                                  
|ppm                | Parts per million.                                                                                                                                                                        
|Pt                 | The chemical symbol for Platinum.                                                                                                                                                         
|Pyrite             | A yellow iron sulphide mineral, normally of little value. It is sometimes referred to as "fool's gold".                                                                                   
|Pyroxene           | A common group of minerals characterized by short stout crystals and good prismatic cleavage in two directions intersecting at angles at about 87 degrees and 93 degrees.                 
|Pyrrhotite         | A brown to reddish brown, magnetic iron monosulphide mineral. An ore of nickel.                                                                                                           
|Radiometric dating | The calculation of an age in years of geologic materials by any one of several age determination methods based on nuclear decay of natural radioactive elements contained in the material.

8

---



|                  |                                                                                                                                                                                                                                                             | 
|----------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|SIC               | Sudbury Igneous Complex.                                                                                                                                                                                                                                   
|Sample            | A small portion of rock or a mineral deposit taken so that the metal content can be determined by assaying.                                                                                                                                                
|Sampling          | Selecting a fractional but representative part of a mineral deposit for analysis.                                                                                                                                                                          
|Shear or shearing | The deformation of rocks by lateral movement along innumerable parallel planes, generally resulting from pressure and producing such metamorphic structures as cleavage and schistosity.                                                                   
|Sphalerite        | A zinc sulphide.                                                                                                                                                                                                                                           
|Strike            | The coarse or bearing of a bed or layer of rock.                                                                                                                                                                                                           
|Tailings          | Material rejected from a mill after most of the recoverable valuable minerals have been extracted.                                                                                                                                                         
|U3O8              | Uranium oxide concentrate. The mixture of uranium oxides produced after milling uranium ore from a mine. Sometimes loosely called yellowcake. It is khaki in colour and is usually represented by the empirical formula U3O8. Uranium is sold in this form.
|Unconformity      | A boundary separating two or more rocks of markedly different ages, marking a gap in the geologic record.                                                                                                                                                  
|Uraninite         | A mineral consisting of uranium oxide and trace amounts of radium and thorium and polonium and lead and helium; uraninite in massive form is called pitchblende which is the chief uranium ore.                                                            
|Vein              | A fissure, fault or crack in a rock filled by minerals that have travelled upwards from some deep source.                                                                                                                                                  
|Volcanic rocks    | Igneous rocks formed from magma that has flowed out or has been violently ejected from a volcano.                                                                                                                                                          
|Volcanogenic      | A term used to describe the volcanic origin of mineralization.                                                                                                                                                                                             
|                  |                                                                                                                                                                                                                                                            







9

---

PART I



ITEM 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS



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



ITEM 2.

OFFER STATISTICS AND EXPECTED TIMETABLE



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



ITEM 3.

KEY INFORMATION



A.

Selected Financial Data



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



The Consolidated Financial Statements of the Company have been prepared in accordance with accounting principles generally accepted in Canada ("Canadian GAAP").  There are material differences between Canadian GAAP and the accounting principles generally accepted in the United States ("U.S. GAAP") as applied to the Company including disclosure items.  For a comparison of these differences, refer to footnote No. 13 to the April 30, 2006 Audited Consolidated Financial Statements.



Selected Financial Data

Canadian GAAP (in Canadian Dollars)

Selected Financial Data for the Fiscal Year Ended April 30





|                                   |              |              |              |              |             
|---------------------------------- | ------------ | ------------ | ------------ | ------------ | ------------
|                                   | 2006         | 2005         | 2004         | 2003         | 2002        
|Cash                               | 4,148,887    | 2,000,697    | 1,280,871    | 147,469      | 435,608     
|Total Assets                       | 18,822,102   | 7,071,197    | 4,510,989    | 2,461,291    | 2,796,220   
|Current Liability                  | 278,281      | 97,301       | 67,298       | 62,060       | 68,188      
|Shareholders Equity                | 18,543,821   | 6,973,896    | 4,443,691    | 2,399,231    | 2,720,594   
|Interest Income                    | 86,332       | 40,976       | 15,308       | 2,823        | 10,514      
|Gain (Loss) on Sale of Investments | 51,145       | -            | 49,624       | 139,390      | 59,496      
|General & Other Expenses           | 1,764,173    | 1,841,441    | 742,922      | 444,706      | 431,071     
|Mineral Properties Written Off     | 179,399      | 539,151      | 24,855       | 211,946      | 622,336     
|Write-down of Investments          | -            | 64,061       | 55,463       | 35,153       | 72,517      
|Net Loss                           | (328,159)    | (1,912,218)  | (712,481)    | (558,663)    | (1,057,328) 
|Deficit                            | (19,260,553) | (18,932,394) | (17,020,176) | (16,307,695) | (15,749,032)
|Weighted Avg.# of Shares O/S       | 55,633,446   | 33,356,642   | 20,468,864   | 13,760,332   | 11,278,715  
|Net Loss Per Share                 | (0.01)       | (0.06)       | (0.03)       | (0.04)       | (0.09)      





10

---

Selected Financial Data

U.S. GAAP

(in Canadian Dollars)

Selected Financial Data for the Fiscal Year Ended April 30



|                                   |              |              |              |              |             
|---------------------------------- | ------------ | ------------ | ------------ | ------------ | ------------
|                                   | 2006         | 2005         | 2004         | 2003         | 2002        
|Cash                               | 4,148,887    | 2,000,697    | 1,280,871    | 147,469      | 435,608     
|Total Assets                       | 8,115,597    | 3,607,977    | 2,477,345    | 701,105      | 1,073,371   
|Current Liability                  | 278,281      | 97,301       | 67,298       | 62,060       | 68,188      
|Shareholders Equity                | 7,901,416    | 3,167,850    | 2,408,499    | 406,086      | 1,085,828   
|Interest Income                    | 86,332       | 40,976       | 15,308       | 2,823        | 10,514      
|Write down of investments          | -            | 64,061       | 55,463       | 35,153       | 51,017      
|Gain (Loss) on Sale of Investments | 51,145       | -            | 49,624       | 139,390      | 59,496      
|General and other Expenses         | 1,764,173    | 1,841,441    | 742,922      | 444,706      | 431,071     
|Net Exploration Expenditures       | 7,422,684    | 1,968,727    | 273,313      | 249,283      | 310,178     
|Net Loss                           | (7,243,285)  | (3,277,733)  | (930,476)    | (560,847)    | (694,153)   
|Deficit                            | (31,085,628) | (23,514,184) | (20,236,451) | (19,305,975) | (18,745,128)
|Weighted Avg. # of Shares O/S      | 55,633,446   | 33,356,642   | 20,468,864   | 13,760,332   | 11,278,715  
|Net Loss Per Share                 | (0.14)       | (0.10)       | (0.05)       | (0.04)       | (0.07)      



B.

Capitalization and Indebtedness



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



C.

Reasons for the Offer and Use of Proceeds



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



D.

Risk Factors



From time to time, the Company may publish forward-looking statements relating to such matters as anticipated financial performance, business prospects, technological developments, new products, research activities and similar matters.  The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements.  In order to comply with the terms of the safe harbor, the Company notes that a variety of factors including those set forth in this section entitled "Risk Factors of the Company's Business" could cause the Company's actual results and experience to differ materially from the anticipated results or other expectations expressed in the Company's forward-looking statements.



Resource exploration is a speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but from finding mineral deposits which, though present, are insufficient in quantity and quality to return a profit from production.  The marketability of minerals acquired or discovered by the Company may be affected by numerous factors which are beyond the control of the Company and which cannot be accurately predicted, such as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environmental protection, the combination of which factors may result in the Company not receiving an adequate return of investment capital.



(1)

Exploration Risks



All of the claims owned by the Company are in the exploration stages only and are without a known body of commercial ore.  The Company's mineral properties will advance only if satisfactory exploration results are

11

---

obtained.  Mineral exploration involves a high degree of risk and few properties which are explored become mined.  There is no assurance that the Company's mineral exploration will result in any discoveries of commercial bodies of ore.  The long-term profitability of the Company's operations will be in part directly related to the cost and success of its exploration programs, which may be affected by a number of factors.



Substantial expenditures are required to establish ore reserves through drilling, to establish metallurgical processes to extract the metal from the ore and, in the case of new properties to establish the mining and processing facilities and infrastructure at any site chosen for mining.  Although substantial benefits may be derived from the discovery of a major mineralized deposit, no assurance can be given that minerals will be discovered in sufficient quantities and grades to justify commercial operations or that the funds required for this can be obtained on a timely basis.  Estimates of reserves, mineral deposits and production costs can also be affected by such factors as environmental permitting regulations and requirements, weather, environmental factors, unforeseen technical difficulties, unusual or unexpected geological formations and work interruptions.  In addition, the grade of ore ultimately mined may differ from that indicated by drilling results.  Short term factors relating to reserves, such as the need for orderly development of ore bodies or the processing of new or different grades, may also have an adverse effect on mining operations and on the results of operations.  Material changes in ore reserves, grades, stripping ratios or recovery rates may affect the economic viability of any project.  Reserves are reported as general indicators of mine life.  Reserves should not be interpreted as assurances of mine life or of the profitability of current or future operations.



(2)

Operating Hazards and Risks



Mineral exploration involves many risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome.  Operations in which the Company has a direct or indirect interest will be subject to all the hazards and risks normally incidental to exploration, location of gold and other metals, such as unusual or unexpected formations, cave-ins, pollution, all of which could result in work stoppages, damage to property, and possible environmental damage.  The Company does have general liability insurance covering its operations.



(3)

Limited Operating History; Lack of Cash Flow and Non Availability of Additional Funds



None of the Company's properties has commenced commercial production and the Company has no history of earnings or cash flow from its operations.  As a result there can be no assurance that the Company will be able to develop and generate any of its property profitably or that its activities will generate positive cash flow.  The Company has not declared or paid dividends on its shares since incorporation and does not anticipate doing so in the foreseeable future.  The only present source of funds available to the Company is through the sale of its Common Shares.  Even if the results of exploration are encouraging, the Company may not have sufficient funds to conduct further exploration that may be necessary to determine whether or not a commercially mineable deposit exists on any property.  While the Company may generate additional working capital through the operation, establishment, sale or possible joint venture development of its properties, there is no assurance that any such funds will be available for operations.



(4)

No Proven Reserves



All of the properties in which the Company holds an interest are considered to be in the exploration stage only and do not contain a known body of commercial ore.



(5)

Title Risks



Due to the large number and diverse legal nature of the mineral properties described in this Annual Report, full investigation of legal title to each such property has not been carried out at this time.  Any of the Company's properties may be subject to prior unregistered agreements of transfer or native land claims (including Innu land claims which are currently outstanding against all properties in the Labrador Region of Newfoundland), and title may be affected by undetected defects.  The Company's properties consist of
recorded mineral claims and patented mineral claims which have not been surveyed, and therefore the precise area and location of such claims may be in doubt.

12

---





While the Company has reviewed and is satisfied with the title for any claim in which it has a material interest and, to the best of its knowledge, such title is in good standing, there is no guarantee that title to such claim will not be challenged or impugned.  The properties may be subject to prior unregistered agreements of transfer or native land claims and title may be affected by undeeded claims.



(6)

Conflicts of Interest



Certain of the directors of the Company are directors of other mineral resource companies and, to the extent that such other companies may participate in ventures in which the Company may participate, the directors of the Company may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation.  In the event that such a conflict of interest arises at a meeting of the directors of the Company, a director who has such a conflict will abstain from voting for or against the approval of such a participation or such terms.  In appropriate cases the Company will establish a special committee of independent directors to review a matter in which several directors, or management, may have a conflict.  From time to time, several companies may participate in the acquisition, exploration and development of natural resource properties thereby allowing for their participating in larger programs, permitting involvement in a greater number of programs and reducing financial exposure in respect of any one program.  It may also occur that a particular company will assign all or a portion of its interest in a particular program to another of these companies due to the financial position of the company making the assignment.  In accordance with the laws of the Province of British Columbia, the directors of the Company are required to act honestly, in good faith and in the best interest of the Company.  In determining whether the Company will participate in a particular program and the interest therein to be acquired by it, the directors will primarily consider the potential benefits to the Company, the degree of risk to which the Company may be exposed and its financial position at that time.  Other than as indicated, the Company has no other procedures or mechanisms to deal with conflicts of interest.  The Company is not aware of the existence of any conflict of interest as described herein.



(7)

Exploration Stage Risks; Lack of Cash Flow; Additional Funding Requirements



The Company's properties are currently being explored or assessed for exploration and as a result, the Company has no source of operating cash flow.  The Company has limited financial resources and there is no assurance that if additional funding were needed, that it would be available to all the Company on terms and conditions acceptable to it.  Failure to obtain such additional financing could result in delay or indefinite postponement of further exploration and the possible, partial or total loss of the Company's interest in current properties.  The Company presently has sufficient financial resources to undertake all of its currently planned exploration programs.  The Company's activities depend upon the Company's ability to obtain financing through debt financing, equity financing or other means.  There is no assurance that the Company will be successful in obtaining the required financing.  Failure to obtain additional financing on a timely basis could cause the Company to forfeit its interest in such properties and reduce or terminate its operations.



(8)

Competition and Agreements with Other Parties



The mineral resources industry is intensely competitive and the Company competes with many companies that have greater financial resources and technical facilities than itself.  Significant competition exists for the limited number of mineral acquisition opportunities available in the Company's sphere of operations.  As a result of this competition, the Company's ability to acquire additional attractive mining properties on terms it considers acceptable may be adversely affected.



The Company may, in the future, be unable to meet its share of costs incurred under agreements to which it is a party and the Company may have its interests in the properties subject to such agreements reduced as a result.  Furthermore, if other parties to such agreements do not meet their share of such costs, the Company may be unable to finance the costs required to complete the recommended programs.

13

---



(9)

Fluctuating Mineral Prices



The mining industry in general is intensely competitive and there is no assurance that, even if commercial quantities of mineral resources are developed, a profitable market will exist for the sale of same.  Factors beyond the control of the Company may affect the marketability of any minerals discovered.  The prices of gold, uranium, nickel, copper, cobalt and palladium have varied considerably over the past few years, and no assurance may be given that prices will remain at their current levels; significant price movements over short periods of time may be affected by numerous factors beyond the control of the Company, including international economic and political trends, expectations of inflation, currency exchange fluctuations (specifically, the U.S. dollar relative to other currencies), interest rates and global or regional consumption patterns, speculative activities and increased production due to improved mining and production methods.  The effect of these factors on the price minerals and therefore the economic viability of any of the Company's exploration projects cannot accurately be predicted.  As the Company is in the exploration stage, the above factors have had no material impact on operations or income.



(10)

Shares Reserved for Future Issuance; Potential Dilution



As of April 30, 2006, the Company had reserved, 20,752,172 common shares for issuance upon the exercise of warrants and incentive stock options.  Such common shares represent a potential equity dilution of approximately 27%, based upon the number of outstanding common shares at April 30, 2006, of 77,127,238.  Furthermore, the Company may enter into commitments in the future which would require the issuance of additional common shares and may grant additional stock options and/or issue additional warrants.  As at April 30, 2006, the Company had unlimited authorized but unissued and unreserved number of common shares.  Issuance of additional shares would be subject to stock exchange regulatory approval and compliance with applicable securities legislation.  The Company currently has no plans to issue common shares other than for the purposes of raising funds for property acquisition, property exploration and general working capital requirements which issuances would be subject to regulatory approval.



(11)

Environmental Regulation



All phases of the Company's operations in Canada and the United States are subject to environmental regulations.  Environmental legislation in Canada and the United States is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees.  There is no assurance that future changes in environmental regulation, if any, will not adversely affect the Company's operations.



(12)

Compliance with Laws and Regulations



Newfoundland, Saskatchewan, Manitoba, Alberta, Quebec, British Columbia



Legislation and regulations implemented by the provincial Departments of Natural Resources or Mines directly affect the mining industry in the Canadian Provinces where the Company owns its mineral claims.  In particular, the Company must provide prior notice and a description of the planned exploration work before the commencement of the work.



Exploration involving mechanized activities such as drilling, trenching, heavy mineral studies, airborne geophysical surveys, extensive use of off road vehicles, establishment of a camp or other activities capable of causing ground disturbance, water quality impairments or disruption to wildlife or wildlife habitat, cannot commence until the plans have been reviewed by the required government departments and approvals issued, on such terms and conditions deemed necessary and prescribed by the Minister of each province.



14

---

Licences of Occupation are generally required for camp locations where use or occupation of the camp is proposed to involve long term, seasonal or permanent use and occupation of the camp, or involves ground disturbance.  Any clearing of areas in order to construct camps, must comply with the Provincial Regulations, and the Company must comply with the reclamation requirements pursuant to the Provincial Acts.



If drilling is planned, the Company, in certain provinces, may be required to hire an archaeologist to ensure the work does not disturb any archaeological sites.



If any mineral zones are outlined on any of the Company's properties, future operations will also be subject to various laws and regulations concerning mineral extraction, taxes, labor standards, environmental protection, mine safety and other matters.  In addition, new laws or regulations governing operations and activities of mining companies could have a material adverse impact on the Company.



United States



Federal legislation is being considered in the United States, which, if passed, will affect mining laws in the United States.  The legislation proposes to abolish the patent system of mineral tenure, under which a patent applicant with a valuable mineral discovery on federal lands can purchase the fee title to those lands, and provide for the payment of some combination of royalties and holding fees.  The legislation may also include various environmental and land-use requirements which may restrict or, in some cases, prevent mining operations.  Some of the Companys Rainbow Hill claims are unpatented and on federal lands, any such changes in federal legislation could have an impact on the value of the Company properties in the United States.  To date, the Company does not believe such legislation has been enacted.



New Zealand



The Crown Minerals Act 1991 provides that the Ministry of Energy is responsible for the overall management of the Resources. Within New Zealand there are three types of permits granted for exploration: Prospecting, Exploration and Mining Permits.  The applications for mineral exploration permits are based on the presentation of an acceptable work programme.  The permit will be granted once an acceptable work programme has been proposed and accepted by the Minister. Technical reviews ensure that sound exploration practices will be undertaken.  A royalty regime applies to all mining permits. The granting of a permit under the Crown Minerals Act 1991 does not confer on the permit holder, automatic right of access to the land. The permit holder must reach an appropriate land access arrangement with the underlying landholder.  All permit holders must have appropriate regard for the Treaty of Waitangi and must consult with the relevant Maori. Mineral extraction is subject to acceptable feasibility studies and Resource Consents from the New Zealand Government.



(13)

Canadian Jurisdictional and Enforceability of Judgments, Risks



The Registrant is a Canadian corporation.  All but two of its directors are residents of Canada and a significant part of its assets are, or will be, located outside of the United States.  As a result, it may be difficult for shareholders resident in the United States to effect service within the United States upon the Registrant, and as such directors, officers or experts who are not residents of the United States, or to realize in the United States upon judgments of courts of the United States predicated upon civil liability of any of the Registrant, such directors or officers under the United States federal securities laws.  The Registrant has been advised by its Canadian counsel that there is substantial doubt as to whether Canadian courts would (i) enforce judgments of the United States courts of competent jurisdiction obtained against the Registrant, such directors, or officers predicated upon the civil liabilities provisions of such securities laws or (ii) impose liabilities in original actions against the Registrant or their respective directors and officers predicated solely upon such securities laws.  Accordingly, United States shareholders may be forced to bring actions against the Registrant and its respective directors and officers under Canadian law and in Canadian courts in order to enforce any claims that they may have against the Registrant or its directors and officers.  Subject to necessary registration
under applicable provincial corporate statutes in the case of a corporate shareholder.  Canadian courts do not restrict the ability of non-resident persons to sue in their courts.

15

---





(14)

Adequate Labor and Dependence Upon Key Personnel



The Company will depend upon recruiting and maintaining other qualified personnel to staff its operations.  The Company believes that such personnel currently are available at reasonable salaries and wages in the geographic areas in which the Company intends to operate.  There can be no assurance, however, that such personnel will always be available in the future.  In addition, it cannot be predicted whether the labor staffing at any of the Company's projects will be unionized.  The success of the operations and activities of the Company is dependent to a significant extent on the efforts and abilities of its management.  The loss of services of any of its management could have a material adverse effect on the Company.



(15)

Work Program Advances to Optionees



The Company has not advanced funds to certain optionees of its properties to enable them to meet their minimum work commitments on those properties.



(16)

Forward Looking Statements



This Annual Report contains forward looking statements concerning the Company's operations, economic performance and financial condition, including in particular, the likelihood of the Company's success in operating as an independent company and expanding its business.  These statements are based upon a number of assumptions and estimates which are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of the Company, and reflect future business decisions which are subject to change.  Some of these assumptions inevitably will not materialize, and unanticipated events will occur which will affect the Company's future results.  All such forward looking statements are qualified by reference to matters discussed under this section entitled "Risk Factors of the Company's Business."



ITEM 4.

INFORMATION ON THE COMPANY



A.

History and Development of the Company



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



The Company carries out its operations in Alaska through its wholly-owned subsidiary, CanAlaska Resources Ltd., USA.  The Company is the sole shareholder of CanAlaska Resources Ltd, USA.



The Company has a wholly-owned New Zealand subsidiary, Golden Fern Resources Limited.



The Companys agent in the host country is Incorp Services, Inc., 6075 S. Eastern Ave Suite 1, Las Vegas, NV  89119-3146.



The Companys registered and executive office is located at 2303 West 41st Avenue, Vancouver, British Columbia Canada, V6M 2A3, telephone number 604-685-1870.  The Company is a reporting issuer in the Province of British Columbia, Alberta, Ontario and Newfoundland.  The Company is extra-provincially registered in Saskatchewan and Manitoba.



16

---

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



B.

Business Overview



The Company is a mineral exploration company, which is focused on a variety of commodities.  This past year CanAlaska has shifted its focus from a diverse commodity exploration company to primarily uranium exploration.  CanAlaska is pursuing an active acquisition program for uranium in Saskatchewan, Alberta, and Manitoba and has devoted much of its acquisition budget over the past year to these efforts.  New Zealand represents a significantly underexplored opportunity.  CanAlaska currently holds five mineral exploration licenses and is earning an interest in one joint venture in New Zealand.



The Company holds additional gold, base metal, diamond and PGM properties throughout Canada and the Rainbow Hill project in Alaska and an investment portfolio within the mining exploration industry.



C.

Organizational Structure



The Company is the sole shareholder of CanAlaska Resources Ltd., USA, a Nevada corporation.



D.

Property, Plant and Equipment



The Company's principal mineral properties and claims are situated in Saskatchewan, Alberta, and Manitoba, with additional properties in Labrador and Newfoundland, Quebec, Ontario, British Columbia, Alaska, USA and New Zealand.



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



SECTION 1:

URANIUM PROJECTS



The Company has committed over 90% of its current exploration efforts to uranium exploration in Canada.  The projects which are of most significance to this effort are detailed in Section 1.  All of the Companys other projects are briefly detailed in Section 2.



1.

West McArthur Project



The West McArthur Project is the priority exploration project within the companys Athabasca holdings.  Exploration work on this and the Companys other projects are being funded through current cash positions.  Additional funding will be raised to carry out additional exploration work.



Property Description and Location



The italicized text which follows has been excerpted from the CanAlaska Ventures Ltd. McArthur River West Uranium Claims, Saskatchewan: Mineral Potential Assessment and Exploration Proposal, prepared by Ralph Newson, M.Sc., P.Eng., P.Geo. December 23, 2004, filed with the Companys records on sedar.com, and this version of the filing, updated by P.G. Dasler, M.Sc., P.Geo.



Ownership



The property consists of nineSaskatchewan claims numbered S-107561 to S-107565 inclusive, S-108010 to S-108012 inclusive, and S-107773. The nominal area of the property is 35,822 hectares (ha).



17

---

The claims are registered in the name of CanAlaska Ventures Ltd., of Vancouver, B.C., 2303 West 41st Ave., Vancouver, B.C., V6M 2A3.



The claims are mainly in NTS area 74 H 14, with the westernmost corner just inside 74 H 13, and a wedge-shaped projection southward into 74 H 11. The centre of the property is near the intersection of 57° 50' north latitude, and 105° 18' west longitude (Figs 1, 2).



Mineral claims in Saskatchewan do not include any ownership of surface rights, but use of the surface for exploration, development and production can be had according to various regulations. Those which apply to the work recommended herein are discussed below.



Table 1 below shows the areas, record dates, and annual assessment work requirements for each claim. To keep the claims in good standing, work to at least the values shown (calculated at $12 per hectare) must be done by the anniversaries of the record dates in 2006, and every year thereafter up to and including the 10th year.



Table 1. Areas, record dates, assessment work requirements by claim



|             |                         |               |                                        
|------------ | ----------------------- | ------------- | ---------------------------------------
|Claim number | Nominal area (hectares) | Record Date   | Annual work requirements, years 2 to 10
|S-108010     | 3036                    | Mar. 10, 2005 | $36,432                                
|S-108011     | 3836                    | Mar. 10, 2005 | $46,032                                
|S-108012     | 190                     | Mar. 10, 2005 | $2,280                                 
|S-107561     | 4690                    | Oct. 26, 2004 | $56,280                                
|S-107562     | 5548                    | Oct. 26, 2004 | $66,576                                
|S-107563     | 4525                    | Oct. 26, 2004 | $54,300                                
|S-107564     | 5039                    | Oct. 26, 2004 | $60,468                                
|S-107565     | 5600                    | Oct. 26, 2004 | $67,200                                
|S-107773     | 3358                    | Nov. 12, 2004 | $40,296                                
|TOTAL        | 35822                   |               | $429,684                               



If all of the claims are retained, it will cost $429,684per annum to keep the property in good standing.  From the 11th year, the requirements increase to $25 per ha per annum. After each anniversary date there is a period of 90 days allowed for the preparation and submission of an assessment work report. Any work in excess of that required to keep a claim for a year is credited to that claim against future requirements, and is automatically applied each year until it is used up. There are no annual renewal fees in Saskatchewan.



The Company has expended in excess of $2,000,000 on the claim area to date through airborne and ground surveys and drilling.  This assessment work, as well as further work will be applied to the claims to extend their expiry dates.



---





Accessibility, Climate, Local Resources, Infrastructure and Physiography



The topography is rolling (sometimes steeply) in places, and fairly flat in other places. It is a reflection of Pleistocene glacial deposition features, mainly drumlins, eskers, and outwash sand plains. Boulders are common on the ground surface, and may be useful as a sample medium to find clay alteration that may indicate uranium mineralization. Elevation is about 600 metres, with a relief of about 60 metres. The sandy soil means that most of the trees are Jack Pines, with Black Spruce along the edges of water bodies. Poplar and Birch are the most common deciduous trees. Virtually all of the property has been burned recently, and most of the trees are small. In places they grow very close together, and walking through them may be difficult.



The property is accessible by air from La Ronge, a distance of about 290 km, or from Otter Lake (80 km by road north of La Ronge), a distance of 240 km. Many lakes on the property are long enough to provide access to float- or ski-equipped aircraft. In winter, care must be taken to avoid areas of thin ice caused by currents in the lakes.



On the property, there are some old roads that could provide access to many parts of the property. In summer, the pure outwash sand provides a poor roadbed, but where there are gravel deposits, the road can be fairly good.



The nearest village with any significant services is La Ronge, 290 km south by air, and about 530 km by road, if road access can be established. Services adequate for the exploration phase are available there, including food and camp supplies, fixed and rotating wing aircraft, and expediting services. In La Ronge and in most of the smaller settlements north of La Ronge there are many people experienced in prospecting, linecutting, geophysical operating, and other exploration skills. There are consulting geologists, and geophysical and line-cutting contractors in La Ronge. Many residents have worked at one or more of the currently producing uranium mines.



The nearest city is Prince Albert, about 660 km by road, or about 495 km by air. More services are available here, including some light industrial fabrication. Saskatoon is about 150 km south of Prince Albert, and has more and better services, including medium industrial fabrication.



The climate is mid-latitude continental with winter temperatures down to -50°C and summer high temperatures to 30°C. Freeze-up occurs typically in October and November with break-up in April or May.

18

---

Much of the work can only be done after freeze-up, but, because there is road access to, or close to, the property, and possibly access by wheeled aircraft to the Key Lake Mine airstrip, some types of work could be carried on all year. Boulder prospecting and sampling can only be done when there is no snow, which normally includes the months of June to September, and sometimes longer. Drilling could be done all year long, provided that it is on land. Geophysical surveys can be done all year, but are often better done in winter, when survey lines can be continued across frozen lakes. Winter work is sometimes made difficult by extremely low temperatures, with -40°C not uncommon, and occasional, but uncommon, dips to -50° C. However, in a typical winter, field work would not often have to be suspended because of low temperatures. Blowing snow, usually on larger lakes, may occasionally cause work to be halted because of the danger of getting lost.



Summer conditions are quite pleasant, with the main impediment, in this writer's experience, being forest fires.



History



The property as presently constituted was staked between October 2004 and March 2005 by CanAlaska, which is thus the first owner of these claims. CanAlaska has carried out airborne surveys of its own as of the date of writing this report (July 2005).



In the past, the ground which now comprises the property has been part of various properties owned by others, and some of their work programs have covered all or parts of the present property. The work is summarized below, and the assessment work file number is referred to in brackets with each work item. Fig. 3 summarizes graphically that work which is believed to be most significant in assessing the property, and the most useful in planning further work.



In 1969, Ulster Petroleum carried out an airborne radiometric survey over the northeastern part of the subject ground, and carried out an air photo interpretation study.  In 1969, Western Land Services Co. Ltd. carried out an airborne radiometric survey over the western part of the property. In 1969, King Resources Ltd. carried out airborne electromagnetic, magnetic, and radiometric surveys, and a hydrogeochemical survey on an area that overlaps some of the southern part of the property.



From 1978 to 1983, Kerr Addison Mines carried out an airborne electromagnetic survey of much of the northern part of the present property.



In 1980, SMDC (now Cameco) carried out a helicopter-borne electromagnetic and magnetic survey which overlapped a small part of the present property.  In 1986, Cogema carried out gravity, electromagnetic, and magnetic surveys on a property which slightly overlaps parts of the northeastern corner of the present property. From 1985 to 1990, Uranerz carried out a number of types of work on ground overlapping much of the present property Concentrations of boulders showing moderately high levels of kaolin were found, and some of these had elevated levels of chlorite as well. A contact between illitic and kaolinitic clay zones is plotted near these conductors, and one of the untested conductors crosses it. Elsewhere on the map, short sections of the contact between illitic and kaolinitic zones are plotted, but not joined together. It would appear that more data are needed to completely define the illite/kaolin contact.



More recently, it has become apparent that the kaolin in the eastern basin can be either kaolinite or dickite, and it is important to know which it is. Lake sediment anomalies were found, but their significance is not apparent. Uranerz found values in the 4 ppm range, similar to the range of values found by Kerr Addison.



In 2000 and 2002, Cameco drilled 2 more holes on what is now the property. The purpose of the holes was to test the same conductive trend detected by Cogema in 1986, and drilled by Uranerz. The drilling reveals that depth to basement is about 850 metres in the area, dipping gently towards the centre of the basin. All four members of the Manitou Falls formation are present, there is silicification and bleaching of the sandstone above the unconformity, there is a variation in the types of clays present throughout the hole, and there is
increased radiation at the unconformity. All of these factors are positive for the occurrence of uranium deposits.

19

---



In 2005 the Company carried our airborne magnetic and electromagnetic surveys across the entire property.  This was followed by an airborne gravity survey across the entire property.  Detailed surface geophysical surveys were carried out over airborne targets across the northern portion of the property.  Drill testing of the targets commenced in February 2006.



Geological Setting



The property is underlain by rocks of the Helikian-aged Manitou Falls Formation of the virtually undeformed Athabasca Group, resting unconformable on a metamorphic basement believed to be the Mudjatik and/or Wollaston Domains of the  Hearne Province of the Canadian Shield (Fig. 1).



The Peter Lake, Wollaston, Mudjatik, and Virgin River Domains comprise the Hearne Province, and form the Cree Lake Mobile Zone of the Churchill Structural Province.



Property Geology



There is no record of outcrop being found on the property, which is not unusual in the Athabasca Basin. The few holes that have been drilled indicate that it is underlain by all four Members of the Manitou Falls Formation of the Athabasca Group, resting unconformably on rocks that could be part of either the Mudjatik or Wollaston domains, since these rocks are not distinguishable based on the lithology of individual units. Assessment work submitted by Cameco  shows a sub-Athabasca contact between the two domains, probably inferred from their extensive work in the Basin. This contact lies southeast of the present property, which would put the property in the Mudjatik Domain.



Deposit Type



The type of deposit sought here is an unconformity-type uranium deposit. Wheatley et al (1996) described a genetic model for such deposits. The Archean basement of northern Saskatchewan consists of granodiorites, tonalites, trondhjemites and gneissic equivalents that were subjected to granulite facies metamorphism during the Kenoran Orogeny (ca 2560 Ma). Intense deformation during the Archean created major zones of weakness that became the sites of repeated faulting causing the basement to break into numerous crustal blocks.



All uranium deposits occur within alteration halos, which demonstrate great variety and intensity. The alteration halo may extend hundreds of metres into the basement and up into the sandstone, and typically will have an increase in background uranium along with extensive clay alteration. The regional clay  illite, dickite or kaolinite  will be altered in the vicinity of the deposit, and this phenomenon can be used as an exploration tool. The regional clay around Cigar Lake is dickite but the chimney above the deposit is illitic. The dominant clay around Key Lake is illite, but above the deposit the alteration has created kaolinite, chlorite and locally dravite. Bleaching is relatively common and obvious as it removes the purple hematite to varying degrees, and reduces it to pyrite and siderite.  It can extend over many metres in the sandstone, but in the basement will commonly be restricted to an interval just below the unconformity. Silicification is quite evident as interstitial filling and may act as an inhibiting agent to bleaching if the porosity is reduced. The quartz cement is remobilized, typically near a structure, and may be deposited as drusy quartz  in fractures and cavities.  The quartz dissolution creates an unconsolidated zone with a large increase in clay content. Near the deposit a massive clay envelope may develop as silica is removed and feldspars and metamorphic minerals alter to clay. This clay can range in color from white through grey to dark green. The argillization processes are accompanied by an increase in magnesium. Dravite occurs interstitially and as fracture coatings in the sandstone, but may only show up in the boron geochemistry. The intensity of dravitization is much stronger in certain deposits, e.g. McArthur River, whereas at Eagle Point it may not be observed at all.

20

---

Limonite is very common and can occur in fractures and interstitially in the sandstone and within the mineralized ore zone along with siderite.



Empirically, the type of uranium deposit likely to occur here would be at or near the unconformity between the Athabasca sandstone and the metamorphic basement (from perhaps 100 metres above, to 500 metres below), close to a major fault or shear in graphitic supracrustal rock which is intersected by another fault or shear. The deposit will be within a clay-alteration zone much larger than the deposit.



Mineralization



There is no historically known mineralization on the property apart from elevated lake sediment anomalies for various metals.



In early 2006 the Company carried out drill testing of the target areas with 4 drill holes.  Anomalous uranium and boron mineralization was intercepted in all holes, with hole 3 also intersecting a stringer of pitchblende uranium mineralization at the unconformity contact.  Strong clay alteration was noted in two holes, indicating a large mineralizing system.  Additional drilling commenced late June 2006.



Exploration



The Company has been progressively carrying out the exploration program recommended for the project by Geological Consultant, Mr Ralph Newson.  In the northern areas ground and airborne geophysics defined targets, which have now been tested with the first drill holes.  These remotely-sensed targets are now known to be associated with uranium and uranium alteration systems.  Additional drilling is planned to progressively step out from the initial target intercestions.



Elsewhere on the property the company is planning to carry out ground geophysical surveying to test for alteration systems on the other airborne anomalies.  Drill testing will follow successful target delineation.



2.

Other Athabasca Basin Uranium Projects



The Company has a 100% interest in a series of other large uranium exploration projects in the Athabasca region.  The following project overviews in italicized text was prepared for CanAlaska Ventures Ltd. by Jim Kermeen, P.Eng.





[canalaska20f090106003.jpg]

21

---

(a)

Alberta Project, Alberta



This project comprises 16 contiguous permits totaling 318,413 acres covering most of the Alberta section of Lake
Athabasca.



This large project comprises 16 contiguous permits totaling 128,912 hectares covering most of the Alberta section of Lake Athabasca.  Flat-lying Athabasca sandstone underlies most of the property with depths to the unconformity at its base varying from 0 to 800 metres.  The basement is thus  explorable with modern geophysical systems.  Uranium showings occur in adjacent basement rocks and Athabasca Group outliers, and shallow water depths are favorable for diamond drilling.



The company has carried out airborne magnetic and electromagnetic surveys over the project area. The company has also carried out preliminary seismic surveys over the project area and is awaiting permits to cover further areas.



(b)

Arnold Project, Saskatchewan



This project is contiguous block of 5 minerals claims totaling 24,285 hectares located 30 km west of the producing McArthur River mine; flat-lying Athabasca sandstones unconformably overlie basement at depths varying from 600 to 900 metres; prior geophysical surveys were not effective to this depth making the property prospective for current techniques.



The Company has carried out airborne magnetic and electromagnetic surveys over the property, and commenced surface sample collection.



(c)

Cree East Project, Saskatchewan



Comprised of eight contiguous mineral claims totaling 29,906 hectares, the Cree East Project lies about 35 km west of the formerly producing Key Lake mine and 5 to 22 km north of the south rim of the Athabasca Basin.  Sandstone unconformably overlies basement at depths in the order of 200 to 300 metres, and the property is considered re-explorable because of favoured location and relative ease of exploration.



The Company has carried out airborne magnetic and electromagnetic surveys over the property, and commenced surface sample collection.



(d)

Cree West Project, Saskatchewan



Two separate blocks of two claims each total 12,860 hectares are located 70 km northwest of the Key Lake mine and between 25 and 57 km north of the south rim of the basin. Athabasca sandstone overlies basement at depths of approximately 800 to 1000 metres.  The properties straddle a northeasterly trending structure that is being actively explored by others, and the Company is planning deep penetrating geophysical surveys.



An airborne magnetic and electromagnetic survey has been carried out to date.  The incoming party has fulfilled all of the current option conditions.



The Company acquired a 100% interest in 4 mineral claims (31,777 acres) through staking, known as the Cree West property.



By agreement dated 24 April 2006, the Company optioned to International Arimex Resources Inc. (Arimex) up to 75% interest in the Cree West property.



Arimex may, at its option earn a 50% interest in the property by making payments, issuing shares and making exploration expenditures as follows:



22

---



PaymentsSharesExploration
ExpendituresUpon execution of agreement(received)$25,000-$-On or before 1 May 2006(completed)-*200,000**100,000On or before 1 November 200625,000-100,000On or before 1 May 200750,000200,000400,000On or before 1 May 200850,000200,0001,000,000On or before 1 May 20092,000,000Total$150,000600,000$3,600,000




*shares not received as at year end

**completed subsequent to year end



Within 90 days of excercising its 50% option, Arimex may elect to acquire an additional 10% interest by expending an additional $4,000,000 on exploration within 2 years of vesting its 50% interest.  Within 90 days of completing its commitments for a 60% interest, Arimex may elect to acquire a further 15% ownership, for a total of 75%, by completing a feasibility study within 2 years, issuing to the Company 400,000 additional common shares, and expending a minimum of $1,000,000 per year on the Project. The Company will act as operator of the project until Arimex has a vested 60 % interest, at which time Arimex may become the operator.



The Company will receive a 3% net smelter royalty.



(e)

Geikie Project, Saskatchewan



This project is comprised of a single claim of 12,860 hectares and lies on the southeast rim of the Athabasca Basin some 42 km southwest of the McArthur River mine.  Bedrock is in part Athabasca sandstone which overlies basement at depths varying from 0 to 200 metres, and in part by a mafic pluton intruding the sandstone. Uranium mineralization occurs in both previous drill holes and sandstone boulders.  Ground mapping and prospecting are planned.



The Company has carried out airborne magnetic and electromagnetic surveys over the property.



(f)

Helmer Project, Saskatchewan



This contiguous block of one permit and 10 mineral claims totaling 52,687 hectares lies in the north-central part of the Athabasca Basin within 3 and 25 kilometers of the north rim and 50 km southeast of Uranium City.  Athabasca sandstones overlie Archean basement throughout most of the property with the unconformity at depths varying from 150 to 650 metres.  Prior operators located boulders of sandstone assaying up to 2.23% U3O8.  A recent airborne electromagnetic survey conducted by the Company detected major basement conductors, which had not been detected by previous surveys.



Detailed re-prospecting was commenced in 2005 and an airborne gravity-gradiometry survey was carried out over the property.  A series of drill targets have been compiled, and the Company is awaiting the opportunity to test these.



(g)

Hodgson Project, Saskatchewan



Seven contiguous claims totaling 30,262 hectares lie between 23 and 57 km west of the Cigar Lake Mine.  Uranium mineralization occurs in sandstone at Tucker lake, near the eastern end of the property, and prior drilling indicates 600 to 800 metres of sandstone overlying basement.  Deeper penetrating geophysical systems offer new prospectivity.



The Company has carried out airborne magnetic and electromagnetic surveys over the property, and commenced surface sample collection.



23

---

(h)

Key Lake Project, Saskatchewan



This project is comprised of four mineral claims in three separate blocks totaling 5,493 hectares lying within 15 km of the formerly producing Key Lake mine.  Two lie a few km south of the Athabasca Basin and are underlain by basement rocks.  The third is underlain by sandstones overlying basement, at depths of 50 to 150 metres.  Sophisticated geophysical techniques will be applied to seek new targets in this previously explored area.



The Company entered into an option agreement with a third party for the exploration of the property.  An airborne magnetic and electromagnetic survey has been carried out to date.  The incoming party has fulfilled all of the current option conditions.



The Company acquired a 100% interest in 5 mineral claims (14,821 acres) through staking, known as the Key Lake property.



By agreement dated 2 March 2006, the Company optioned to International Arimex Resources Inc. (Arimex) up to 75% interest in the Key Lake property.



Arimex may, at its option earn a 50 % interest in the property by making payments, issuing shares and making exploration expenditures as follows:



PaymentsSharesExploration
ExpendituresUpon execution of agreement(received)$25,000*100,000$-On or before 1 April 2006(completed)--100,000On or before 15 October 200625,000--On or before 31 January 2007--50,000On or before 28 February 200750,000100,000-On or before 31 May 2007--600,000On or before 28 February 200850,000100,000-On or before 31 May 2008--600,000On or before 31 May 2009--650,000---Total$150,000300,000$2,000,000




*shares received subsequent to year end



Within 90 days of exercising its 50% option, Arimex may elect to acquire an additional 10% interest by expending an additional $2,000,000 on exploration within 2 years of vesting its 50% interest.  Within 90 days of completing its commitments for a 60% interest, Arimex may elect to acquire a further 15% ownership, for a total of 75%, by completing a feasibility study within 2 years, issuing to the Company 200,000 additional common shares, and expending a minimum of $500,000 per year on the Project. The Company will act as operator of the project until Arimex has a vested 60 % interest, at which time Arimex may become the operator.



The Company will receive a 3% net smelter royalty.



(i)

Lake Athabasca Project, Saskatchewan



This large project comprises 20 contiguous mineral claims totaling 104,347 hectares, chiefly on Lake Athabasca, southwest of Uranium City.  Islands south of Crackingstone Point and the former producing Gunnar Mine comprise about 8 % of the property area.  Athabasca group sandstones underlie an estimated 90% of the property with depths to underlying older metamorphic basement varying from 0 to 600 metres.  High grade uranium mineralization occurs in Athabasca sandstone at Stewart Island, in the northeast corner of the property.  A recent airborne electromagnetic-magnetic survey in the northeast sector of the property confirmed previously indicated shallow conductors and indicated new conductors at greater depths.

24

---



Additional airborne surveys have been carried out along with localized geophysics from the ice near Stewart Island.  Seismic surveys are detailing the current targets.  These are planned for drill testing in the Winter.



(j)

McTavish Project, Saskatchewan



The McTavish property is a contiguous block of nine mineral claims covering 38,282 hectares, lying approximately 50 km southeast of the McArthur River mine and 40 km northwest of the Key Lake Mine, and to the west adjoins a property hosting the Millenium uranium deposit.  Athabasca sandstones overlie metamorphic basement rocks throughout the property with depths to the unconformity which are estimated to be 400 to 600 metres.



The Company has carried out airborne magnetic and electromagnetic surveys over the property, and commenced surface sample collection.



(k)

Moon Project, Saskatchewan



This property is comprised of three mineral claims covering 4,785 hectares lying in two separate blocks approximately midway between the McArthur River and Key Lake mines.  The larger western block is approximately 8 km southeast of the Millenium uranium deposit.  Athabasca sandstones comprise bedrock and overlie basement rocks at depths of about 300 metres.Although intensively explored in thepast, more sophisticated contemporary geophysical and geochemical techniques are planned to seek new drill targets



The Company has carried out airborne magnetic and electromagnetic surveys over the property, and commenced surface sample collection.



(l)

Waterbury Project, Saskatchewan



The Waterbury properties include nine mineral claims totaling (12,417 hectares) in six separate blocks lying within an area measuring approximately 20km x 30km.  One cluster of four blocks lies 10 km to 35 km northeast of the Cigar Lake Mine, and includes claim S-107965 on Waterbury Lake, midway between Cigar Lake and Midwest Lake mines along the strike of basement formations.  The other two blocks are, respectively, 10 and 20 km southeast of Cigar Lake mine; all are underlain by Athabasca group rocks unconformably overlying Aphebian and Archean basement rocks.  Depths to the unconformity are approximately 200 metres in southeasterly claims to 450 metres in the extreme northwest.  The area has been intensely explored, however, new technology is expected to revive its prospectivity.



The Company entered into an option agreement dated November 9, 2005 with a third party for the exploration of the property.  An airborne magnetic and electromagnetic survey was carried out in early 2006, and a four hole drill program commenced in March to test the target areas.  The incoming party has fulfilled all of the current option conditions.



Waterbury Agreement, Saskatchewan Property



The Company acquired a 100% interest in 9 mineral claims (12,417 hectares) through staking, known as the Waterbury property.



By agreement dated 9 November 2005, the Company optioned to Northwestern Mineral Ventures Inc. (Northwestern) up to 75% interest in the Waterbury property.



Northwestern may, at its option, earn a 50 % interest in the property by making payments, issuing shares and making exploration expenditures as follows:



25

---



PaymentsSharesExploration
ExpendituresUpon execution of agreement(received)$25,000100,000$-On or before 1 April 2006(completed)*25,000**100,000500,000On or before 1 April 200750,000100,000750,000On or before 1 April 200850,000-750,000Total$150,000300,000$2,000,000




*cash received subsequent to year end

**shares received subsequent to year end



Within 90 days of exercising its 50% option, Northwestern may elect to acquire an additional 10% interest by expending an additional $2,000,000 on exploration within 2 years of vesting its 50% interest.  Within 90 days of completing its commitments for a 60% interest, Northwestern may elect to acquire a further 15% ownership, for a total of 75%, by completing a feasibility study within 2 years, issuing to the Company 200,000 additional common shares, and expending a minimum of $500,000 per year on the Project. The Company will act as operator of the project until Northwestern has a vested 60 % interest, at which time Northwestern may become the operator.



The Company will receive a 3% net smelter royalty.



(m)

Northeast Project, Saskatchewan



The very large (198,438 hectares)Northeast Projectstraddles the Saskatchewan-Manitoba border and lies between 90 and 170 km northeast along the trend of basement formations from the cluster of uranium deposits which include Rabbit Lake, Collins Bay B and Eagle Point Mines.  The project is therefore not strictly within the Athabasca Basin; however, there is considerable evidence that the Athabasca Group rocks may once have extended over the project area and may have influenced uranium mineralization on the basement rocks now forming bedrock on the property.  Large areas of anomalously radioactivity have been recorded by airborne radiometric surveys and numerous uranium-bearing boulders of various basement rocks have been located; detailed ground prospecting and geological mapping is underway.



(n)

Camsell, Saskatchewan



The Camsel project (20,258 ha) is located northeast of the Maurice Bay uranium deposit, and west of Uranium City, on the northen edge of lake Athabasca.  It covers a large magnetic feature, which is thought to have potential for associated uranium mineralization.  The company has contracted for airborne magnetic and electromagnetic surveys across the property, and will attempt to use seismic surveys to follow-up on target definition.



(o)

Poplar, Saskatchewan



The Poplar project (84,568 ha) was recently staked by the company to cover all of the northern edge of the Athabasca Basin located between the Helmer and Lake Athabasca properties.  Very little exploration work has ever been done in this area, because of the lake cover.  The Company plans for airborne magnetic and electromagnetic surveys, as well as later seismic surveying to define uranium targets.



(p)

Grease River, Saskatchewan



The Grease River project (68,439 ha) is located outside of the Athabasca Basin sandstones, approximately 50 km north west of the Helmer project, and north of the settlement of Fond Du Lac.  Access is by float plane or helicopter from Fond Du Lac, where there is a commercial airstrip and service. The property was staked to cover a large area of anomalous uranium in lake sediments, associated with a series of structural dislocations in the earths crust.  The company is planning to carry out lake sediment sampling and detailed prospecting on areas of the property this year.

26

---



3.

Elliot Lake Project, Ontario



In addition to the Athabasca uranium projects, the Company acquired by staking in October, 2004, and January, 2005, two groups of prospective uranium claims totaling 12 mineral claims and 145 claim units (approximately 2,320 acres).  Five of the claims (60 claim units) are located in Joubin Township, and the remaining 7 claims (85 claim units) are in Gaiashk Township.  The claims are in good standing until October 19, 2006, and January 31, 2007.



The claims are located approximately 10 km east of the town of Elliot Lake, Ontario, and cover reported uranium mineralization, the Pardee zone, and prospective uraniferous conglomerate units in the vicinity.  The western group of claims, located in Joubin Township, are underlain by the Matinenda Formation along the southern limb of the Quirke Syncline.  Previous work included geophysics, diamond drilling, and the driving of an adit in 1953 and 1954.  Diamond drilling indicated  U3O8 in what is known as the Pardee Zone.  Reported assays from two of the drill holes in the zone averaged 0.45% (9 lbs/ton) over 2 metres.  The claim group also extends to the west of this zone where previous diamond drilling obtained values in a conglomerate bed 3 metres thick of up to 0.064% (1.28 lbs/ton) U3O8.



The eastern group of claims, in Gaiashk Township, are also located in the southern limb of the Quirke Sycline, with uranium mineralization occurring in the Matinenda Formation.  Diamond drilling between 1953 and 1957 delineated a zone of uranium mineralization (known as the Pecors Zone) averaging 1.5 metres in thickness with a strike length of 400 metres.  At the west end of the claim group, two diamond drill holes drilled in 1954 and 1955 obtained 2 three-metre intersections assaying 0.03 and 0.036% U3O8 in the Whiskey Zone of the Matinenda Formation.



The Company has compiled the claim data and identified the potential higher grade areas to confirm.  The Company plans to attempt to expand the higher grade mineralized zones with geophysics and possible drill testing this summer.



27

---

SECTION 2:

OTHER PROJECTS



1.

Rainbow Hill Project, Alaska



Property Description and Location



The Rainbow Hill Project is located in the Valdez Creek area, 225 road miles southeast of Fairbanks, Alaska.  The property is near the headwaters of Valdez Creek and is road accessible.



Ownership



Through its wholly-owned subsidiary, CanAlaska Resources Ltd. USA, the Company owns a 100% in the 12 lode mining claims located in the State of Alaska, U.S.A., which comprise the "Rainbow Hill Project."  CanAlaska Resources Ltd. USA was incorporated under the laws of the State of Nevada on May 16, 1988 and was registered to transact business in the State of Alaska on December 9, 1988.



The Valdez Creek Claims portion consists of a total of 12 unpatented federal lode mining claims (collectively, the "Valdez Creek Claims") all of which are wholly owned and free and clear of all rents or royalties.  In 1988, the claims were acquired for a cash payment of US $25,000 and the issuance of 37,500 post-consolidation shares of the Company (issued at $2.40 per share).



By agreements dated November 1989, September 1994, November 1995 and October 2000 the Company has the option to earn up to a 50% interest in 51 mining claims.  The Gold Hill claims portion of Rainbow Hill consists of a total of 51 claims (collectively, the "Gold Hill Claims"), all of which are controlled by the Company through an agreement with Evolution Gold Resources Ltd. ("Evolution").  Under the terms of the agreement the Company must at its option pay US $28,500 (paid) and incur US $250,000 (US $50,000 to date) by July 2005 on exploration of the Property.  The Estate of Kelly Dolphin (Mr. Dolphin was a former Director of the Company), holds a 3% NSR on the Gold Hill Claims.



The Gold Hill claims portion of Rainbow Hill consists of a total of 51 claims (collectively, the "Gold Hill Claims"), all of which are controlled by the Company through an agreement with Evolution Gold Resources Ltd.



During 1993/1994 the Company paid a total of US $53,352 in deferred federal and state fees on the Rainbow Hill Claims.  To date, the Company has incurred US  $969,044 in deferred exploration expenditures.



Pursuant to an agreement dated August 28, 2003, the Company entered into an Option/Joint Venture with Freegold Ventures Limited (Freegold). Freegold terminated its right to acquire up to 65% interest in the Rainbow Hill Project during the fiscal year.



The Company notified Evolution of its intention to terminate the option on the Gold Hill claims in May 2006. Discussions are continuing as to alternate scenarios.



2.

Voiseys Bay Project, Labrador



Effective, August 1, 2004 the Company has a direct and indirect interest in mineral claims located in Labrador, Newfoundland.



(a)

Mineral Licences 785M and 787M



The Company has a 50% interest in mineral licences 785M and 787M.  Licence 785M consists of 60 claims and licence 787M consists of 72 claims. Licence 785M is located approximately 10 km to the south of the Voiseyss Bay deposit. Columbia Yukon Resources Ltd. (CYR) has a 50% interest in these claims, which was earned under an option agreement between the two companies dated February 21, 1995.  CYR and the Company subsequently entered into a joint venture agreement dated March 6, 1997 with respect to the two

28

---

claim groups. The joint venture agreement provides for a management committee in which the Company and CYR have equal representation.  CYR is the initial operator.  The Company owns a 1.5% NSR and CYR a 1% NSR.  In the event that the Companys working interest is diluted to 10% or less it converts to a 10% net profits interest.



(i)

VBE  1: Mineral Licence 785M

CanAlaska has no plans to expend funds on this project in 2005.  The Property is being maintained and is in good standing until December 22, 2007.



(ii)

VBE  2: Mineral Licence 787M

The Company has no plans to carry out exploration on 787M in 2005.  The licence is being maintained and is in good standing until December 22, 2007.



(b)

Konrad:  Mineral Licence  972M



Mineral licence 972M is 50% owned by the Company.  On December 5, 1997 the Company entered into an option agreement with Pacific North West Capital Corp. (PFN) whereby PFN could earn up to an 80% interest in each of the properties by issuing shares of its capital stock to the Company, completing specified exploration expenditure on the properties and bringing an operation to the commercial production stage.  PFN has vested with a 50% interest in the property.



This property comprises 112 claims, located 70 km southwest of Nain, 2 km north of Konrad Brook and 40 km west of the Voiseys Bay Cu-Ni-Co deposit.  Access is by helicopter from Nain.



Mineral licence 972M is in good standing until February 9, 2006.  Due to market conditions and lack of exploration undertaken on the Property, Management wrote off the costs of this property during the fiscal year ended April 30, 2001; however, because of increased exploration activity in the area, the Company commenced a new airborne survey on the property in late 2004, and this work was filed to maintain the claims beyond until February 2007.



3.

Quesnel Canyon Placer Gold Project, British Columbia



The Company has a 100% interest in a placer lease number 359274 located in the Cariboo Mining District, British Columbia.  Access is by road and trail from Quesnel, BC.



By an agreement dated January, 1995, and amended February, 1996, July, 1996 and June 1999, the Company has granted Monitor Gold International Corporation (Monitor) an option to purchase a 100% interest in the claims by paying to the Company $50,000 per year beginning in September, 1999, and thereafter in each July, until the total of $327,000 is paid.  After the total is paid in full, the Company will retain 3% of gold production for the life of the project.  The Company has received $50,000 to date from Monitor.  As of July, 2002, the agreement remains in default. The Company has no plans at this time to complete further work on this property. Due to market conditions and lack of exploration undertaken on the Property, Management wrote off the costs of this property during the fiscal year ended April 30, 2002.  The property is in good standing until October 21, 2006.



4.

Zeballos Project, British Columbia



The Company acquired a 50% interest in the Zeballos Gold Property from New Impact Resources Inc. (now Consolidated Impact Resources Inc.) (New Impact), a reporting company listed on the TSX Venture Exchange, by an agreement dated August 23, 1988, as amended November 10, 1988. The Zeballos Project consists of 22 Crown granted mineral claims located in the Alberni Mineral Division, Province of British Columbia (collectively, the Zeballos Property).  Access is by road from the nearby town of Zeballos, BC.  The Company has subsequently entered into a joint venture with New Impact.  The Company acquired a further 6% interest in and to the Zeballos Property due to increased expenditures on the Zeballos Property, for a total interest of 56%. The Company acquired a 100% interest in the Zeballos Property in 2002.

29

---

The Zeballos Property is in good standing with yearly payments of the crown grant land taxes.  The Company plans to pursue joint venture possibilities for further exploration of the Zeballos Property.



5.

Treasure Chest, British Columbia



The Company maintains a 100% interest in 7 mineral claims in the Clinton Mining Division, which it staked in 2004.  The claims are in good standing until September 24 and 26, 2005, and February 11, 2006.  Recent work included a small exploration program for gold mineralization. The Company had little success and decided to forfeit the claims.



6.

Glitter Lake, Quebec



The Company acquired a 100% interest in certain mineral claims prospective for nickel and platinum group metals located near Glitter Lake, Quebec for payment of $32,667 staking costs and the issuance of 40,000 common shares of the Company.  The property is located 135km north northeast of Matagami Quebec, and is accessible by helicopter in the summer and in the winter by road 13km from km 212 on the James Bay Highway.



The property is subject to a 1.5% NSR.



By agreement dated August 15, 2003 and amended April 30, 2005, and amended on April 30, 2006, the Company optioned up to a 70% interest in the Glitter Lake property to Pacific North West Capital Corp (PFN), a company with directors in common.  To acquire a 50% interest, PFN must, at its option, complete the following:



|                             |             |   |          |  |        |                          |        
|---------------------------- | ----------- | - | -------- |  | ------ | ------------------------ | -------
|                             |             |   | Payments |  | Shares | Exploration Expenditures
|On or before 15 April 2003   | (completed) | $ | -        |  | -      | $                        | 50,000 
|Upon execution of agreement  | (received)  |   | 10,000   |  | -      |                          | -      
|On or before 4 June 2004     | (received)) |   | -        |  | 20,000 |                          | -      
|On or before 15August 2004   | (received)  |   | 15,000   |  | -      |                          | -      
|On or before 28 May 2005     | (received)  |   | -        |  | 20,000 |                          | -      
|On or before 15 August  2005 | (received)  |   | 20,000   |  | -      |                          | -      
|On or before 28 May 2006     | (received)* |   | -        |  | 20,000 |                          | -      
|On or before 15 April  2007  |             |   | -        |  | -      |                          | 150,000
|On or before 15 April 2008   |             |   | -        |  | -      |                          | 200,000
|On or before 15 April 2009   |             |   | -        |  | -      |                          | 300,000
|Total                        |             | $ | 45,000   |  | 60,000 | $                        | 700,000



*Received subsequent to year-end.



Upon PFN having vested with a 50% interest by completing the aforementioned payments and obligations, PFN may elect within 45 days to increase its interest to 60% by completing a bankable feasibility study within two years.  In the event PFN does not complete a bankable feasibility study within two years, PFN agrees to make cash payments in the amount of $50,000 per annum for each year the feasibility study is not completed. Upon vesting with a 60% interest, PFN may elect within 90 days to earn a 70% interest in the property by placing the property into commercial production within two  years from the date of this election. In the event that the bankable feasibility study indicates an IRR in excess of 15%, PFN agrees to make annual cash payments of $50,000 to the company for each year the project is not placed into commercial production.



In the event that a major mining company elects to participate in the project before PFN vests with a 50% interest, PFN will issue shares to the value of $100,000 to the Company, within 15 days of PFN becoming vested, or such amount which will result in having PFN spent $1,000,000 in exploration expenditures.



The property is subject to a 1.5% NSR payable to a third party.  PFN and the Company will share the NSR buyout privileges in proportion to their respective interests.



30

---

7.

New Zealand



(a)

Cascade Creek Properties, Buller Area



The Cascade properties are located 10km east of Westpoint and is accessible by helicopter from Westpoint or by boat on the Buller River.



By agreement dated November 28, 2003, the Company may earn a 100% interest in the Cascade properties from Anglo Alaska Gold Corporation. To acquire a 100% interest, CVV must, at its option, complete the following:



|                                                   |     |          |        
|-------------------------------------------------- | --- | -------- | -------
|Cascade Project A                                  |     | Payments | Shares 
|Within 5 days of regulatory approval (paid/issued) | US$ | 20,000   | 150,000
|On or before 17 March 2005 (issued)                |     | -        | 75,000 
|On or before 17 March 2006 (issued)                |     | -        | 75,000 
|                                                   | US$ | 20,000   | 300,000



|                                              |     |          |        
|--------------------------------------------- | --- | -------- | -------
|Cascade Project B                             |     | Payments | Shares 
|Within 5 days of regulatory approval (issued) | US$ | -        | 150,000
|On or before 17 March 2005 (issued)           |     | -        | 75,000 
|On or before 17 March 2006 (paid/issued)      |     | 10,000   | 75,000 
|On or before 17 March 2007                    |     | 10,000   | -      
|                                              | US$ | 20,000   | 300,000



The Company has carried out limited impact prospecting, with initial success in identifying gold and associated trace element geochemistry from streams on the property.  Further detailed work is hampered by lack of access arrangements with the Department of Conservation.  Negotiations are progressing with the Department.



(b)

Granite Dome (Permit 39278), Greymouth



The Granite Dome Permit is located 20km east of Greymouth, New Zealand.  Pared roads cross the property at various locations.  During the year ended April 30th, 2004, the Company made application for the Granite Dome Exploration Permit. Permit 39278 was granted.  Granite Dome covers 1,544 sq kilometres.



The Company has carried out initial prospecting and sediment sampling around the major intrusive centres on the property, and is planning further detailed mapping and sampling.  An airborne magnetic-electromagnetic survey is proposed for a portion of the property.



(c)

Greymouth North (Permit 39279), Greymouth



The Greymouth North project is located 10km north of Greymouth.  Access is by helicopter from Greymouth.  During the year ended April 30, 2004, the Company made application for the Greymouth North Exploration Permit.  Permit 39279 was granted.  Greymouth North covers 235 sq kilometres.



The Company has carried out initial prospecting and sediment sampling across the property and identified a large number of quartz vein systems with varying gold content.  The property covers a number of old gold workings and mines and requires further sampling and mapping.  An airborne magnetic-electromagnetic survey is proposed for the property, to allow a focus for further geological work.



(d)

Mt. Mitchell (Permit 40669), Northland



The Mt. Mitchell project is located 10km north of Hokianaga, New Zealand.  Access is by a network of paved roads from highway 1.  During the year ended April 30, 2004, the Company made application for the Mt. Mitchell Exploration Permit.  Permit 40669 was granted.   Mt. Mitchell covers 61.7 sq. kilometres.

31

---

The Company has compiled all of the previous historical data and prepared an interactive data base.  Access arrangements have been concluded with one landowner for drill acess.  A drill program is planned for late 2006.



(e)

Reefton South (Permit 40677), Reefton



The Reefton South project is located 20km south of Reefton, New Zealand.  Access is by paved roads from the Reefton Greymouth main road.  During the year ended April 30, 2004, the Company made application for the Reefton Exploration Permit.  Permit 40677 was granted.  Reefton South covers 118.95 sq. kilometres.



The Company is compiling and interactive data base for the project.  Surface sampling and mapping is required to identify specific targets.  An airborne magnetic and electromagnetic survey s required to localize and detail geological feature for follow-up.



(f)

Rise and Shine (Option from Oceana Gold), Cromwell



The Rise and Shine project is located 20km northeast of Cromwell, New Zealand.  By agreement dated December 14, 2004, and amended July 21, 2006 with OceanaGold, the Company may earn a 70% interest in the Rise and Shine Project.  The terms of the agreement are for the company to complete a minimum 1,000 metre drill program prior to July 31, 2005, and in subsequent years complete an additional $100,000 of field expenditures by June 30, 2006, which have been completed, and a further $150,000 by June 30, 2007 for a cumulative total of $350,000.



By agreement dated July 18, 2006, the Company has now completed years 1 and 2 of the property option and has a credit of 50% of costs incurred after November 2005 for the year 3 $150,000 program to be completed by December 14, 2007.



The project encompasses a number of historic high-grade underground gold mines on nine major vein systems in the Bendigo Gold Field and along the 4 km of the Rise and Shine Shear Zone, which is the immediate target for exploration activities.  There are three gold producing zones related to the shear zone target, which is a mineralized regional shear structure similar to the Hyde-Macraes Shear Zone, the host structure of the Macraes gold mine.



The Company has carried out two limited drill programs on the property, and identified pervasive gold mineralization associated with the known previously worked areas.  A ground geophysical survey in early 2006 identified new structures and target areas for drilling.  The company is concluding it Joint Venture agreement with Oceana Gold, and is preparing for further drill programs.



(g)

Option with Golden Fern Resources



In April 2005, the Company entered into an agreement with an arms-length private investment group for the sale of its interests in the New Zealand projects.  The agreement terms call for cash payments of $1 million, the issuance of a minimum 20% of the shares of any new company (up to a value of $NZ 5 million), and a Net Smelter Return on behalf of the Company.  The negotiations with the investors were terminated in late November 2006 because of lack of progress.  Since that time the company has carried out work to maintain the project, but has been in consultation with several outside groups for management and funding of the projects.



ITEM 5.  OPERATING AND FINANCIAL REVIEW AND PROSPECTS



A.

Operating Results



This discussion should be read in conjunction with the audited consolidated financial statements of the Company and related notes thereto included herein.



32

---

Critical Accounting Estimates



The preparation of the Companys consolidated financial statements requires management to use estimates and assumptions that affect the reported amounts of assets and liabilities, as well as revenues and expenses.  The most significant accounting estimates for the Company relate to the carrying value of its mineral property assets and accounting for stock-based compensation.  The Companys accounting policies are set out in full in Note 1 of the annual financial statements.



a)

Mineral Property Costs



One of the most critical areas where estimates are used is in the area of the valuation of its carrying value of its mineral property costs.  Under Canadian GAAP, the Company records its interests in mineral properties at cost.  The costs of acquiring mineral properties and related exploration and development expenditures are deferred and would be amortized against future production following commencement of commercial production or are written off if the properties are sold, allowed to lapse or abandoned.  General exploration, overhead and administration costs are expensed in the period incurred.



The estimated values of all properties are assessed by management on a continual basis.  This assessment may be estimated by quantifiable evidence of a geological resource or reserve or the Companys assessment of its ability to sell the property for an amount greater or less than the carrying value.  If the carrying values exceed estimated recoverable values, then the costs are written down to the estimated recoverable values.



Managements estimates of mineral prices, recoverable resources, and operating, capital and reclamation costs are subject to certain risks and uncertainties that may affect the recoverability of mineral property costs.  Although management has made its best estimate of these factors, it is possible that changes could occur in the near term that could adversely affect managements estimate of the net cash flows to be generated from its properties.  The Company presently has no proven or probable reserves.



Option payments received are treated as a reduction of the carrying value of the related mineral property and deferred costs until the payments are in excess of costs incurred, at which time they are then credited to income.



b)

Stock-Based Compensation



Another significant estimate relates to accounting for stock-based compensation.  Option pricing models require the input of highly subjective assumptions, including the expected price volatility.  Changes in the subjective input assumptions can materially affect the fair value estimate, and therefore, the existing models do not necessarily provide a reliable single measure of the fair value of the Companys stock options granted/vested during the year.



Significant estimates used in the preparation of these consolidated financial statements include, amongst other things, depreciation, determination of net recoverable value of assets, determination of fair value on taxes, contingencies and share compensation.



Twelve Months Ended April 30, 2006 Compared to Twelve Months Ended April 30, 2005



Results of Operations



The year ended April 30, 2006 resulted in a net loss of $328,159 which compares with a loss of $1,912,218 for the same period in 2005. The loss for 2006 has been reduced by $1,435,610 which is the tax benefit associated with the renounciation of flow-through shares.  Even though the full amount of $1,435,610 has been recorded as a future income tax recovery, the Company will probably never realize this benefit.  General and administrative expenses for the year ended April 30, 2006 were $1,764,173 a decrease of $72,268 over the same period in 2005.  The total fair value of stock options that vested using the Black-Scholes Option Pricing Model resulted in

33

---

stock-based compensation expense of $420,014 for the period ended April 30, 2006 compared to $665,459 for the previous year. The stock compensation expense has been allocated by expense category on the income statement.  Travel, food and lodging expense decreased by $18,153 and cash consulting fees increased by $26,060. All other general and administrative costs increased slightly when compared to the previous fiscal year as the Company was very active in obtaining financing and incurred significant exploration expenditures.



Interest income was $86,332, an increase of $45,356 over the same period in 2005 as the Company had significantly higher cash balances. Management fee income of $89,212 was earned for being the operator of three option agreements on several of its Saskatchewan mineral properties. A $51,145 gain was realized on the sale of some its short-term investments.



For the year ended April 30, 2006, the Company incurred gross mineral property costs of $8,542,920 with $917,921 being funded by joint venture partners. Staking costs in Saskatchewan accounted for $282,585 of this amount. Geophysical surveys were completed for $1,710,255 and a further $4,019,798 incurred on exploration on the Saskatchewan properties. A drilling program in New Zealand was completed for a total cost of $380,021. Cash payments of $75,000 and 100,000 shares valued at $53,000 were received for several Saskatchewan mineral properties.  Pursuant to the Glitter Lake, Quebec option agreement, a $20,000 cash payment was received.  Mineral property costs in the amount of $179,399 were written-off as the Treasure Chest, B.C., US Uranium prospects, and Gold Hills, Alaskan properties were terminated.



Investor Relations



Heightened market activity in all uranium stocks created significant trading activity in CanAlaska.  As a consequence the Company has required further staff to handle incoming enquiries, and to prepare documentation for trade shows during the year.  This increased activity is expected to continue in the current year. Shareholder relations and promotional activities undertaken by the Company, which included attendance at various trade shows, cost $307,343 for the year ended April 30, 2006, an increase of $17,605 over the same period in 2005.



U.S. GAAP requires that mineral property acquisition costs and deferred exploration expenditures be written off as incurred, or until economically recoverable proven and probable reserves are identified, at which time further costs incurred be deferred.  Mineral acquisition costs and deferred exploration expenditures during the twelve months ending April 30, 2006 were $7,571,444.



The loss under Canadian GAAP for the year ended April 30, 2006 was $328,159.  After adding write-off of mineral costs of $7,571,444 a loss under U.S. GAAP of $7,243,285 is reported.  The loss per share under Canadian GAAP is $0.01 as compared to $0.14 loss per share under U.S. GAAP.



Outlook



CanAlaska currently has optioned three of its Saskatchewan properties to several companies and the Glitter Lake, Quebec project to Pacific North West Capital Corp. in which these companies are earning an interest in the projects by carrying all costs and making significant exploration expenditures.  The Company ended 2006 with a stronger cash position that will enable it to continue its own exploration efforts in the United States, Canada and New Zealand as it continues to identify new projects through early stage grass roots exploration and managing risk by forming joint ventures in which partner companies explore and develop such projects in return for the right to earn an interest in them. The Company has acquired through staking a significant land position in the Athabasca Basin area of Saskatchewan and is exploring these areas for high grade uranium deposits.



Twelve Months Ended April 30, 2005 Compared to Twelve Months Ended April 30, 2004



Overview



In early 2004, management made the decision to explore for uranium.  A decision precipitated by an increase in the price of uranium, as caused by a widening gap between supply and demand.  Throughout 2004, the
price for uranium continued to climb, and the resulting investor confidence provided sufficient funding for our rapid growth, from our first land acquisition totalling just over 100,000 acres to our current land portfolio of 1,658,000 acres.  CanAlaska is now one of the largest landowners in the Athabasca Basin, and has assembled one of the largest teams undertaking field exploration in the area since the early 1980s.

34

---





The first airborne survey, completed within two weeks of flying time and undertaken at a minor fraction of the cost of ground surveys, identified unknown conductive target areas within 20 kilometres of the world class McArthur River mine.  Despite this proximity, these areas have experienced little previous exploration due to the depth of overlying sandstone cover (700-900 metres).  Until quite recently, blanket exploration over CanAlaskas vast landholdings in the Athabasca region, would have been near-impossible to finance in a junior company because of the high costs of ground work and the significant number of man-years required.  The invention of deep penetrating airborne EM surveys (using bigger aircraft, more powerful transmitters and receivers, and new computer abilities) typified by the state of the art MegaTEM II survey which we carried out late last year, has provided a quantum shift in the economics of exploring for these uranium megadeposits.  CanAlaska has extensive landholdings and is able to capitalize on this new technology to look for new uranium deposits in highly prospective areas.



CanAlaskas Northeast project area covers the extension of the uranium-rich rocks, which underlie the eastern edge of the Basin.  The advantage in this very large area is the exposure, on surface, of uranium-bearing rocks and our immediate ability to define zones of uranium mineralization using portable scintillometers.  Modern GPS units have allowed the rapid co-ordination of todays surveys with the knowledge gathered in the basin area over the past 30 years, and recent mapping and immediate imaging on GIS programs.  Our main focus is the first-pass exploration of all of our Athabasca landholdings and the preparation for extensive winter work on the best target areas.



Results of Operations



The year ended April 30, 2005 resulted in a net loss of $1,912,218 which compares with a loss of $712,481 for the same period in 2004. The loss for 2005 has been reduced by $534,300 which is the tax benefit associated with the renounciation of flow-through shares.  Even though the full amount of $534,300 has been recorded as a future income tax recovery, the Company will probably never realize this benefit.  General and administrative expenses for the year ended April 30, 2005 were $1,841,441 an increase of $1,098,519 over the same period in 2004. During the prior year, the Company adopted the new recommendations of CICA Handbook Section 3870, stock-based compensation and other stock-based payments, effective to all awards granted on of after 1 May 2003. The fair value of stock options that vested using the Black-Scholes Option Pricing Model resulted in stock-based compensation expense of $665,459 for the period ended April 30, 2005 compared to $157,000 for the previous year.  Travel, food and lodging expense increased by $141,195 and consulting fees increased by $120,322. All other general and administrative costs increased slightly when compared to the previous fiscal year as the Company was very active financing and incurring significant funds on exploration expenditures.



Interest income was $40,976, an increase of $25,668 over the same period in 2004 as the Company had significantly higher cash balances.



For the year ended April 30, 2005, the Company incurred mineral property costs of $1,985,509 as compared to $171,313 for the same period in 2004. Staking costs in Saskatchewan accounted for $562,402 of this amount. A geophysical airborne survey was completed for $431,522 and a further $428,688 incurred on exploration on the Saskatchewan properties.  A $40,482 cash payment and 50,000 shares valued at $14,000 option payment were received under the Rainbow Hill, Alaska option agreement.  20,000 shares of Pacific North West Capital valued at $13,800 and a $15,000 cash payment was also received under the Glitter Lake, Quebec option agreement. Mineral property costs in the amount of $539,151 were written-off as the Smoke Lake, Ontario, Otish Mountain, and Raglan Quebec properties agreements were terminated.



35

---

Investor Relations



Heightened market activity in all uranium stocks created significant trading activity in CanAlaska.  As a consequence the Company has required further staff to handle incoming enquiries, and to prepare documentation for trade shows during the year.  This increased activity is expected to continue in the current year. Shareholder relations and promotional activities undertaken by the Company, which included attendance at various trade shows, cost $289,738 for the year ended April 30, 2005, an increase of $206,620 over the same period in 2004.



U.S. GAAP requires that mineral property acquisition costs and deferred exploration expenditures be written off as incurred, or until economically recoverable proven and probable reserves are identified, at which time further costs incurred be deferred.  Mineral acquisition costs and deferred exploration expenditures during the twelve months ending April 30, 2005 were $1,429,576.



The loss under Canadian GAAP for the year ended April 30, 2005 was $1,912,218.  After adding write-off of mineral costs of $1,429,576, and the loss on write-down of short term investments of $64,061, a loss under U.S. GAAP of $3,277,733 is reported.  The loss per share under Canadian GAAP is $0.06 as compared to $0.10 loss per share under U.S. GAAP.



Outlook



CanAlaska currently has optioned the Glitter Lake project to Pacific North  West Capital Corp. (Pacific) in which Pacific is earning an interest in the project.  The Company ended 2005 with a stronger cash position that will enable it to continue its own exploration efforts in the United States, Canada and New Zealand as it continues to identify new projects through early stage grass roots exploration and managing risk by forming joint ventures in which partner companies explore and develop such projects in return for the right to earn an interest in them.  The Company has acquired through staking a significant land position in the Athabasca Basin area of Saskatchewan and is exploring these for high grade uranium deposits.



Twelve Months Ended April 30, 2004 Compared to Twelve Months Ended April 30, 2003



Overview



CanAlaska is an exploration stage Company engaged in the acquisition, exploration and development of mineral properties of merit in Canada, the United States and New Zealand with the aim of developing them to a stage where they can be exploited at a profit or to arrange joint ventures whereby other companies provide funding for development and exploitation.



CanAlaska is developing its exploration programs in New Zealand, as we, along with many others believe that New Zealand hosts many under-explored gold targets. With a diverse suite of geologic terranes, a rich gold mining past, and large areas of prospective ground, there exists the strong possibility for mega-deposits of the Pacific Rim type. Recent reconnaissance work, coupled with in depth geological studies, has highlighted a striking similarity between the Tintina Gold Belt, Alaska (Pogo, True North, Ft Knox) and the geology of the west coast of the South Island of New Zealand. In other areas we see the considerable potential for PGM, silver and base metal targets.



CanAlaska has selected several areas on which to focus its exploration activities, a large gold rich epithermal system on the North Island, and a series of intrusive plutons, that may be the ultimate source for the rich placer goldfields of the west coast of the South Island are all covered by a series of CanAlaska licenses. In Otago, in the south of the South Island, CanAlaska is actively continuing negotiations with potential partners to explore new areas in the Otago goldfields.



36

---

North America



CanAlaska also continues to maintain an active property portfolio including a 128 claims in the Raglan Nickel Belt of Northern Quebec where recent interest has been fuelled by high-grade platinum group metal values announced by Canadian Royalties in late 2002, and in Labrador where we hold nickel and gold exploration targets, and in Quebec where we hold claims staked for diamond exploration.



Gold in Alaska - Rainbow Hill



Last fall, CanAlaska entered into a joint venture on its Rainbow Hill Property, located approximately 3 miles upstream from the Valdez Creek placer gold mine which produced over 500,000 troy ounce of gold until 1996. Most of the placer gold production from the district came from Valdez Creek and its major south tributary, White Creek. The Rainbow Hill project is centered on Gold Hill and Lucky Hill which are located above White Creek.



Results of Operation



The fiscal year ended April 30, 2004 resulted in a net loss of $712,481 which compares with a loss of $558,663 for the same period in 2003. General and administrative expenses for the fiscal year ended April 30, 2004 were $742,922 an increase of $298,216 over the same period in 2003. Stock-based compensation expense of $157,000 were recorded under consulting fees. In the previous fiscal year no stock-based compensation amount was recorded.  Travel, food and lodging expense increased by $14,376 while all other general and administrative costs were relatively the same when compared to the previous fiscal year. The Company adopted the new recommendations of CICA Handbook Section 3870, stock-based compensation and other stock-based payments, effective to all awards granted on of after 1 May 2002. As encouraged by CICA Handbook Section 3870, the Company has enacted prospectively early adoption of the fair value based method of accounting for awards issued to employees and non-employees for the fiscal year beginning 1 May 2003.  The new standard requires that all stock-based awards made to employees and non-employees be measured and recognized using a fair value based method.  In prior years, stock-based compensation expense was only recognized when stock-based compensation awards were made to non-employees, while pro-forma disclosure was acceptable for awards made to employees.



Mineral property costs of $24,855 were written off as compared to $211,946 the year before. A $49,624 capital gain was realized on the sale of investments as compared to $139,390 over the same period in 2003. Interest income was $15,308, an increase of $12,485 over the same period in 2003 as the Company had significantly higher cash balances.



For the fiscal year ended April 30, 2004, the Company incurred mineral property costs of $171,313 as compared to $261,805 for the same period in 2003.



Shareholder relations and promotional activities undertaken by the Company, which included attendance at various trade shows, cost $83,118 for the period ended April 30, 2004, an increase of $43,551 over the same period in 2003.



U.S. GAAP requires that mineral property acquisition costs and deferred exploration expenditures be written off as incurred, or until economically recoverable proven and probable reserves are identified, at which time further costs incurred be deferred.  Mineral acquisition costs and deferred exploration expenditures during the twelve months ending April 30, 2004 were $273,313.



The loss under Canadian GAAP for the year ended April 30, 2004 was $712,481.  After adding write-off of mineral costs of $273,458, and the loss on write-down of portfolio investments of $55,463, a loss under U.S. GAAP of $930,476 is reported.  The loss per share under Canadian GAAP is $0.03 as compared to $0.05 loss per share under U.S. GAAP.



37

---

CanAlaska currently has two option agreements in which other companies are earning an interest in CanAlaskas projects by carrying all costs and making significant exploration expenditures.  The Company ended 2004 with a stronger cash position that will enable it to continue its own exploration effects in the United States, Canada and New Zealand seeking to identify new projects through early stage grass roots exploration and managing risk by forming joint ventures in which partner companies exploration and develop such projects in return for the right to earn an interest in them.



U.S. Generally Accepted Accounting Principles



See the Consolidated Financial Statements for a comparison of the accounting differences between Canadian GAAP and US GAAP as applicable to the Company's operations.



Forward Looking Statements



The Annual Statement includes "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 1934, as amended (the "Exchange Act").  All statements other than statements of historical facts included in this Annual Statement, including, without limitation, the statements under "Management's Discussion and Analysis of Financial Condition and Results of Operations," and "Description of Business" and "Description of Property" and located elsewhere herein regarding industry prospects and the Company's financial position are forward-looking statements.  Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct.  Important factors that could cause actual results to differ materially from the Company's expectations ("Cautionary Statements") are disclosed in this Annual Statement, including, without limitation, in conjunction with the forward-looking statements included in this Annual Statement under "Risk Factors of the Company's Business."  All subsequent written and oral forward-looking statements attributed to the Company or persons acting on its behalf are expressly qualified in their entirety by the Cautionary Statements.



B.

Liquidity and Capital Resources



The Company expects that its existing requirements arising from the evaluation of its existing mineral properties and fulfilling its exploration commitments will be met from the companys existing cash position.  The Company has sufficient funds to meet its general and administrative expenses over the next 12 months to complete its proposed exploration programs.  The Labrador, Quesnel Canyon, and Zebellos projects have no internal exploration funds budgeted.  Certain existing third party expenditures are required and further joint ventures with third parties are continually being negotiated to further develop these properties.



The Companys future profitability is dependent on the successful definition of geological resources on its mining properties and the establishment of positive comprehensive feasibility studies on these geological resources.  Upon completion of positive feasibility studies, the Companys success is dependent on the successful construction, financing and operation of a facility to extract the minerals from the geological resource located.  The Company will continue to seek new mining opportunities.  The Company presently has no producing properties, and the Companys material properties contain no known mineral reserves; the limited activities on such properties to date have been exploratory in nature.  Except as disclosed herein, the Company does not possess reliable information concerning the history of previous operations including the names of previous operators, if any, on any of its properties.



Future profitability will also be affected by the level of taxes imposed by the jurisdiction in which the Company operates.  Furthermore, the Companys operations may be affected by regulatory authorities in the jurisdications in which the Company operates.  The Company is not currently aware of any factors or current recommendations by the taxation or regulatory authorities in Canada that may have a material impact on the Companys operations.



The Company is in the business of acquiring and exploring mineral properties and does not have an established source of revenue at this time, except that the company receives fees on projects where it acts as
operator.  The Company's historical capital needs have been met by equity subscriptions from both private investors (including members of management) and the public.

38

---





The business of exploring for minerals and mining involves a high degree of risk. Few properties that are explored are ultimately developed into producing mines.  The exploration and development of the Company's properties is dependent on the Company's ability to obtain necessary financing or find appropriate strategic partners.  In addition, there is no certainty that expenditures to be made by the Company in the exploration of any of its properties will result in discoveries of commercial quantities of ore.



Twelve Months Ended April 30, 2006 Compared to Twelve Months Ended April 30, 2005



Liquidity and Capital Resources



As at April 30, 2006, the Companys working capital, defined as current assets less current liabilities, was $5,016,030 compared with working capital of $2,386,212 at April 30, 2005. Flow-through funds of $2,599,384 must be spent before December 31, 2007 on qualified Canadian mineral exploration, and is not included in working capital because it is classified as restricted cash on the balance sheet.



During the year ended April 30, 2006, 28,998,665 private placement units were issued for gross proceeds of $11,991,235.  A further 3,982,425 warrants were exercised for gross proceeds of $1,259,641 and 884,049 options were exercised for gross proceeds of $256,867.



The Company has short-term investments with a book value of $384,753 and market value of $891,353 as at April 30, 2006. The main investments consist of 1,051,800 shares of Pacific North West Capital Corp., 343,007 shares of Freegold Ventures Limited and 260,131 shares of El Nino Ventures Inc. All these companies have certain directors in common. These amounts are included in the above working capital. The Company has total issued and outstanding shares of 77,127,238 at April 30, 2006.



Twelve Months Ended April 30, 2005 Compared to Twelve Months Ended April 30, 2004



As at April 30, 2005, the Companys working capital, defined as current assets less current liabilities, was $2,386,212 compared with working capital of $1,625,636 at April 30,2004. Flow-through funds of $934,725 must be spent before Dec. 31, 2005 on qualified Canadian mineral exploration, and is not included in working capital because it is classified as restricted cash on the balance sheet.



During the year ended April 30, 2005, 11,050,000 private placement units were issued for gross proceeds of $3,690,000.  A further 4,110,000 warrants were exercised for gross proceeds of $594,505 and 287,000 options were exercised for gross proceeds of $66,050.



The Company has short-term investments with a book value of $364,983 and market value of $464,657 as at April 30, 2005. The main investments consist of 1,051,800 shares of Pacific North West Capital Corp. and 343,007 shares of Freegold Ventures Limited. Both these companies have certain directors in common. These amounts are included in the above working capital. The Company has total issued and outstanding of 43,102,099 shares at April 30, 2005.



Twelve Months Ended April 30, 2004 Compared to Twelve Months Ended April 30, 2003



As at April 30, 2004, the Companys working capital, defined as current assets less current liabilities, was $1,625,636 compared with working capital of $522,942 at April 30, 2003. Flow-through funds of $731,006 must be spent before Dec. 31, 2004 on qualified Canadian mineral exploration, and is not included in working capital because it is classified as restricted cash on the balance sheet.



During the fiscal year, the Company completed private placements of 11,118,944 units for gross proceeds of $2,401,630. A further 778,333 shares were issued on the exercise of options and warrants for proceeds of $108,417.

39

---

The Company has a portfolio of investments with a book value of $401,244 and market value of $842,196 as at April 30, 2004. The main investments consist of 1,031,800 shares of Pacific North West Capital Corp. and 293,007 shares of Freegold Ventures Limited. Both these companies have certain directors in common. These amounts are included in the above working capital. The Company has total issued and outstanding of 27,314,439 shares at April 30, 2004.



C.

Research and Development, Patents and Licenses, etc.



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



D.

Trend Information



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



E.

Off-Balance Sheet Arrangements



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



F.

Tabular Disclosure of Contractual Obligations



|                     |                            |          |                        |         |         |                 |  |  |  | 
|-------------------- | -------------------------- | -------- | ---------------------- | ------- | ------- | --------------- |  |  |  | 
|                     | Contractual Obligations(1) |          | Payments Due By Period
|                     |                            | Total    | Less than 1 yr         | 1-3 yrs | 3-5 yrs | More than 5 yrs
|Office Lease (2)     |                            | 105,300  | 25,272                 | 75,816  | 4,212   | -              
|Management Agreement |                            | 115,716  | 106,782                | 8,934   | -       | -              
|Total                |                            | $221,016 | $132,054               | $84,750 | $4,212  | -              



(1)

No mineral property payments or exploration expenditures are included in the above table as they are considered option payments solely exercisable at the option of the Company.

(2)

The Company is also responsible for its estimated proportionate share of property taxes and operating costs.



G.

Safe Harbor



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



40

---

ITEM 6.  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES



A.

Directors and Senior Management



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



|                                                                                                          |                           
|--------------------------------------------------------------------------------------------------------- | --------------------------
|Name, Position in Company, Province/State and Country of Residence                                        | Period(s) with the Company
|Harry Barr
Vancouver, BC, Canada

Chairman, Chief Operating Officer & Director of CanAlaska Ventures Ltd. | Since 1985                
|Peter Dasler
Delta, BC, Canada

President & Chief Executive Officer of CanAlaska Ventures Ltd.            | Since 2004                
|Bernard Barlin
Hampshire, UK

Director of CanAlaska Ventures Ltd.                                         | Since 1989                
|Hubert Marleau
Montreal, PQ, Canada

Director of CanAlaska Ventures Ltd.                                  | Since 1996                
|Colin Bird
Cambridge, UK

Director of CanAlaska Ventures Ltd.                                             | Since 1996                
|Gordon Steblin
Richmond BC, Canada

Chief Financial Officer of CanAlaska Ventures Ltd.                    | Since 2002                
|Taryn Downing
North Vancouver, BC, Canada

Corporate Secretary of CanAlaska Ventures Ltd.                 | Since 1995                



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



Harry Barr  Chairman, Chief Operating Officer and Director



Mr. Barr has been involved in the mining industry for over 25 years and has an extensive background in business management, corporate finance, and marketing.  Mr. Barr is currently Chairman & Chief Operating Officer (2004-present), Director (1989-present) and President and Chief Executive Officer (1989-2004) of CanAlaska Ventures Ltd.; President, CEO, & Director (1996-present) of Pacific North West Capital Corp.; Chairman and Chief Executive Officer (1999-present), Director (1985-present) and President and Chief Executive Officer (1985-1999) of Freegold Ventures Limited; President (2003-present) and Director (1999-present) of El Nino Ventures Inc.



Peter Dasler  President and Chief Executive Officer



Mr. Dasler has 30 years of experience in exploration geology including twenty years of geological consulting and contracting for junior and senior companies based out of Vancouver, BC.  Mr. Dasler is a graduate of the University of Canterbury, Christchurch, New Zealand with a Masters degree in exploration and engineering geology and is a member of the Professional Engineers and Geoscientists Association of BC.  His background

41

---

includes senior geological positions in New Zealand, and Mine Manager of the 10 million ton per annum Taharoa Ironsand Mine, as well as management of junior exploration companies in Canada.  Mr. Dasler currently holds the positions of President and Chief Executive Officer of CanAlaska Ventures Ltd. (2004-present) and Vice President, Business Development for Pacific North West Capital Corp. (2003-present).

  Mr. Dasler has been nominated as a director at the upcoming Annual General and Special Meeting on September 20, 2006.



Bernard Barlin - Director



Mr. Barlin has over 40 years experience in the mining industry and worked as a consulting metallurgist with Hudson Bay Mining and Smelter Company. He has a degree in Engineering from the University of Witwatersrand in Johannesburg.  Mr. Barlin is currently Director of CanAlaska Ventures Ltd. (1989-present); Pacific North West Capital Corp. (2000-present); El Nino Ventures Inc. (2004-present) and Freegold Ventures Limited (1985-present).



Hubert Marleau - Director



Mr. Marleau, a graduate of the University of Ottawa is currently Director of CanAlaska Ventures Ltd. and Freegold Ventures Limited (1996-Present), President & CEO of Palos Capital Corp. (1998-present).  He currently sits on the board of numerous companies.



Colin Bird - Director



Mr. Mr. Bird, Fellow of the Institution of Mining Engineers, is an engineer with extensive international experience in developing, financing and managing mines.  Mr. Bird is currently CEO of Jubilee Platinum PLC and Managing Director of Lion Mining Finance Ltd. as well as a Director of various other mining companies.



Gordon Steblin  Chief Financial Officer



Mr. Steblin, B. Comm., CGA, is currently the Chief Financial Officer of CanAlaska Ventures Ltd., Pacific North West Capital Corp., Freegold Ventures Limited, and El Nino Ventures Inc. (2002-present) and accountant of CanAlaska Ventures Ltd. (1994-2002); Pacific North West Capital Corp. (1996-2002), Freegold Ventures Limited (1994-2002); and El Nino Ventures Inc. (1999-2002).



Taryn Downing  Corporate Secretary



An administrator with over 25 years experience in both the public and private sectors.  Ms. Downing is currently the Corporate Secretary and Vice President, Administration for CanAlaska Ventures Ltd. (1995-present), Pacific North West Capital Corp. (1998-present), Freegold Ventures Limited (1995present) and El Nino Ventures Inc. (1999-present).



B.

Compensation



Executive Compensation



The following terms have the meanings set out below:



Chief Executive Officer (CEO) means each individual who served as chief executive officer of your Company or acted in a similar capacity during the most recently completed financial year.



Chief Financial Officer (CFO) means each individual who served as chief financial officer of your Company or acted in a similar capacity during the most recently completed financial year.



42

---

Stock Appreciation Rights (SARs) means a right, granted by a company or any of its subsidiaries as compensation for employment services or office to receive cash or an issue or transfer of securities based wholly or in part on changes in the trading price of publicly traded securities.



Long Term Incentive Plan (LTIP) means a plan providing compensation intended to motive performance over a period greater than one financial year.  LTIPs do not include option or SAR plans or plans for compensation through shares or units that are subject to restrictions on resale.



Named Executive Officers (NEOs) means the following individuals:



(a) each CEO; (b) each CFO; (c) each of the Companys three most highly compensated executive officers, other than the CEO, who were serving as executive officers at the end of the most recently completed financial year and whose total salary and bonus exceeds $150,000; and (d) any additional individuals for whom disclosure would have been provided under (c) except that the individual was not serving as an officer of the Company at the end of the most recently completed financial year.



Summary Compensation Table



The following table sets forth all compensation for all years indicated in respect of the individuals who were, the NEOs as of April 26, 2006.



|                                   |                 |                        |                        |                                     |                                                |                                                     |                         |                                  
|---------------------------------- | --------------- | ---------------------- | ---------------------- | ----------------------------------- | ---------------------------------------------- | --------------------------------------------------- | ----------------------- | ---------------------------------
|                                   |                 | Annual Compensation    | Long Term Compensation
|                                   |                 |                        |                        |                                     | Awards                                         | Payouts                                             |                        
|Name and Principal Position

(a)   | Year
Ended

(b) | Salary(1)
($)

(c)     | Bonus
($)

(d)         | Other Annual Compen-sation
($)

(e) | Securities Under Options/
SARs Granted
(#)
(f) | Restricted Shares or Restricted Share Units
($)
(g) | LTIP
Payouts
($)



(h) | All Other Compen-sation
($)


(i)
|Peter Dasler,
President
and CEO(2) | 2006
2005
2004  | 75,000
73,950
Nil      | 15,000
Nil
Nil         | Nil
Nil
Nil                         | 176,250
735,000
133,334                        | 293,750
500,000
16,666                              | Nil
Nil
Nil             | Nil
Nil
Nil                      
|Harry Barr,
Chairman               | 2006
2005
2004  | 102,075
103,404
92,243 | 6,276
10,480
3,000     | Nil
Nil
Nil                         | 187,500
363,000
163,334                        | 312,500
Nil
81,666                                  | Nil
Nil
Nil             | Nil
Nil
Nil                      
|Gordon Steblin, CFO                | 2006
2005
2004  | 26,800
23,400
10,200   | 3,570
4,500
3,000      | Nil
Nil
Nil                         | 67,500
140,000
33,334                          | 112,500
Nil
16,666                                  | Nil
Nil
Nil             | Nil
Nil
Nil                      



Notes

(1)

Fees paid through a service Company.

(2)

Peter Dasler was appointed President & CEO June 24, 2004



Compensation of Executive Officers



See above summary compensation table.



The following table sets out the options granted to Directors and Executive Officers during the Companys most recently completed financial year:

43

---



|                                          |                         |                |                                                                |             
|----------------------------------------- | ----------------------- | -------------- | -------------------------------------------------------------- | ------------
|Name of Director and/or Executive Officer | Securities Under Option | Exercise Price | Value of Unexercised in the Money Options at April 30, 2006(1) | Expiry
Date 
|Harry Barr                                | 500,000                 | $0.45          | $50,000                                                        | Oct 14, 2010
|Bernard Barlin                            | 50,000                  | $0.45          | $5,000                                                         | Oct 14, 2010
|Hubert Marleau                            | 50,000                  | $0.45          | $5,000                                                         | Oct 14, 2010
|Colin Bird                                | 50,000                  | $0.45          | $5,000                                                         | Oct 14, 2010
|Peter Dasler                              | 470,000                 | $0.45          | $47,000                                                        | Oct 14, 2010
|Gordon Steblin                            | 180,000                 | $0.45          | $18,000                                                        | Oct 14, 2010
|Taryn Downing                             | 180,000                 | $0.45          | $18,000                                                        | Oct 14, 2010
|TOTAL                                     |                         |                |                                                                |             



(1)

On April 30, 2006, the closing price of the Companys common shares on the TSX Venture Exchange was $0.55 per share.



Options/SARs Granted During the Most Recently Completed Financial Year



Details of options to purchase the Companys common shares granted to the NEOs during the financial year ended April 30, 2006 are set out in the following table:



|                                 |                                               |                                                        |                                           |                                                                                          |                        
|-------------------------------- | --------------------------------------------- | ------------------------------------------------------ | ----------------------------------------- | ---------------------------------------------------------------------------------------- | -----------------------
|Name




(a)                     | Securities Under Option/SARs Granted
(#)

(b) | % of Total Options/SARs Granted in
Financial Year

(c) | Exercise or Base Price
($/Security)


(d) | Market Value of Securities Underlying Options/SARs on the Date of Grant ($/Security)
(e) | Expiration Date




(f)
|Peter Dasler(1), President & CEO | 470,000                                       | 13%                                                    | $0.45                                     | $0.45                                                                                    | Oct 14/10              
|Harry Barr, Chairman             | 500,000                                       | 14%                                                    | $0.45                                     | $0.45                                                                                    | Oct 14/10              
|Gordon Steblin, CFO              | 180,000                                       | 5%                                                     | $0.45                                     | $0.45                                                                                    | Oct 14/10              



Notes



(1)

Peter Dasler was appointed President & CEO June 24, 2004



Aggregated Option/SAR Exercises During the Most Recently Completed Financial Year and Financial Year End Option Values



The table below sets out, on an aggregate basis, the number of common shares of the Company acquired through stock options by the NEOs under the Companys Stock Option Plan during the financial year ended April 30, 2006 and the number and value of unexercised options as at April 30, 2006.



|                              |                                           |                                       |                                                                       |                                                                                               
|----------------------------- | ----------------------------------------- | ------------------------------------- | --------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------
|Name




(a)                  | Securities Acquired on Exercise (#)


(b) | Aggregate
Value Realized(1)
($)


(c) | Unexercised
Options/SARs
at FY-End (#)
Exercisable/Unexercisable

(d) | Value of Unexercised
in-the-Money Options/SARs at FY-End ($)(2)
Exercisable/Unexercisable

(e)
|Peter Dasler, President & CEO | 200,000                                   | $66,000                               | 677,500 / 977,500                                                     | $173,500 / $316,500                                                                           
|Harry Barr, Chairman          | 35,000                                    | $7,350                                | 783,365 / 375,000                                                     | $131,518.25 / $37,500                                                                         
|Gordon Steblin, CFO           | 6,000                                     | $900                                  | 207,200 / 135,000                                                     | $24,360 / $13,500                                                                             



Notes



(1)

Aggregate Value Realized is the difference between the market price of the Companys common shares on the date of exercise and the option exercise price, multiplied by the number of common shares acquired.

(2)

Value of Unexercised Options is equal to the difference between the closing price of the common shares of the Company on the TSX Venture Exchange on April 30, 2006 of $0.55 and the exercise price of options outstanding, multiplied by the number of shares purchasable under such options.

44

---

Option and SARs cancelled/expired to NEOs during the most recently completed financial year.



During the financial year ended April 30, 2006 no options to NEOs that were cancelled or expired.



Option and SAR Repricings



During the financial year ended April 30, 2006 no options to NEOs were repriced.



Long Term Incentive Plans (LTIP) - Awards in Most Recently Completed Financial Year



Other than the grant of stock options pursuant to the Companys share option plan, the Company made no LTIP awards during the most recently completed financial year.



Defined Benefit or Actuarial Plan Disclosure



The Company does not have defined benefit or actuarial plans.



Termination of Employment, Change in Responsibilities and Employment Contracts



During the year ended April 30, 2006, the Company did not have any contracts or arrangements which provided for compensation in the event of termination of employment or change in employment responsibilities other than:



By agreement effective June 1, 1995, the Company entered into a three-year management agreement with the Chairman and COO.  Compensation is currently $8,508 per month plus benefits.  The Chairman is also entitled to receive up to 20% of all stock options granted during the period that the agreement is in place.  This agreement is renewable at three-year periods with mutual consent.  The current three-year agreement expires in 2007.  The Company may terminate the agreement at any time but will be responsible to pay one years compensation.



By agreement dated June 15, 2004 as amended February 15, 2005, the Company entered into a consulting agreement with the President.  Compensation is currently $6,250 per month plus benefits.  The President will also receive 1,000,000 stock options at a purchase price of $0.10 per share, with 125,000 stock options vesting every three months over a period of two years from the commencement date.



Composition of the Compensation Committee



The Compensation Committee is comprised of Harry Barr, Hubert Marleau and Bernard Barlin.  Mr. Barr is a related director and Mr. Marleau and Mr. Barlin are both unrelated.  Applying the definition set out in section 1.4 of MI 52-110, the two of the three members of the Compensation Committee are independent.



The Compensation Committee reviews the compensation paid to directors, management, and employees based on such factors as time commitment, comparative fees paid by other companies in the industry in North America and level of responsibility and the Companys current position as an exploration company with limited operating revenue.



Report on Executive Compensation



The Companys executive compensation program is administered by the Board of Directors and is designed to provide incentives for the enhancement of shareholder value.  The overall objectives are to attract and retain qualified executives critical to the success of the Company, to provide fair and competitive compensation, to align the interest of management with those of shareholders and to reward corporate and individual performance.  The compensation package has been structured so as to link shareholder return, measured by the change in the share price, with executive compensation through the use of stock options as
the primary element of variable compensation.  The Company does not currently offer long-term incentive plans or pension plans to its executive officers.

45

---





The relative emphasis of the Company on cash compensation and incentive options is variable.  The Companys cash compensation to named executive officers tends to remain more or less constant, while any options are left to the discretion of the Board of Directors and therefore may fluctuate from year to year.



The Company takes into consideration the issuance of options, the grants made in previous years, the number of options that remain outstanding along with the number of options remaining issuable under the Companys stock option plan.



The Company bases the compensation for the Companys executive officers on the years of service with the Company, responsibilities of each officer and their duties in that position.  The Company also bases compensation on the performance of each officer.  The Company believes that stock options can create a strong incentive to the performance of each officer and they are intended to recognize extra contributions and achievements towards the goals of the Company.



The Companys Board of Directors, when determining cash compensation to the Chairman and CEO takes into consideration the extensive experience in the mining industry, responsibilities and duties as Chairman and CEO, as well as personal risks and contributions to the Companys success.  The Chairman and CEO receive a base cash compensation that the Company feels is in line with that paid by similar companies in North America; however no formal survey was completed by the Compensation Committee or the Board of Directors.



Compensation of Directors



Through the end of 2004, the directors of the Company did not receive compensation from the Company and/or its subsidiaries in their capacity as directors.  Commencing February 1, 2005 the outside directors will be remunerated as follows: $1,500 per quarter, $500 per directors meeting and $500 per committee meeting.



During the year ended April 30, 2006 a total of $108,351 was paid to a company controlled by Harry Barr, Chairman and Director of the Company for management services.



SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS



The table below indicates the number of shares to be issued upon exercise of outstanding options, warrants and other rights, their weighted average and the number of shares remaining available for future issuance as at July 27, 2006.



Equity Compensation Plan Information

|                                                       |                                                                                               |                                                                         |                                                                                                                                        
|------------------------------------------------------ | --------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------
|Plan Category                                          | Number of shares to be issued upon exercise of outstanding options, warrants and other rights | Weighted-average exercise price of outstanding options and other rights | Number of shares remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|                                                       | (a)                                                                                           | (b)                                                                     | (c)                                                                                                                                    
|Equity compensation plans approved by shareholders     | 25,135,292                                                                                    | $0.34                                                                   | 514,858                                                                                                                                
|Equity compensation plans not approved by shareholders | N/A                                                                                           | N/A                                                                     | N/A                                                                                                                                    
|Total                                                  | 25,135,292(1)                                                                                 | $0.34                                                                   | 514,858(2)                                                                                                                             



Notes



(1)

Of the 25,135,292 shares to be issued upon the exercise of options, warrants and other rights, 7,693,165 are to be issued upon the exercise of options, 57,207 are to be issued upon the exercise of agent compensation options which are exercisable into one unit

46

---

at $0.35 per unit where each unit consists of one common share and one-half share purchase warrant exercisable at $0.45, 12,961,340, are to be issued upon the exercise of warrants and 4,423,580 have been reserved for the issuance of nominal value performance shares.

(2)

Of the 514,858 shares remaining available for future issuance, 486,254 are available to be issued under the Companys Stock Option Plan and 28,604 warrants are remaining available for issuance in connection with the exercise of agent compensation options.



INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS



None of the current or former directors, executive officers or employees of the Company or persons who were directors, executive officers or employees of the Company at any time during the Companys last completed financial year, none of the proposed nominees for election of directors of the Company and none of the associates or affiliates of such persons are or have been indebted to the Company (or its subsidiaries) at any time since the beginning of the last completed financial to the current financial year ended April 30, 2006.  Furthermore, none of such persons were indebted to a third party during such period where their indebtedness was the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or its subsidiaries.



INTEREST OF MANAGEMENT AND INSIDERS IN MATERIAL TRANSACTIONS



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



Management Contracts



No management functions of the Company or any subsidiary are to any substantial degree performed by a person other than the directors or executive officers of the Company or subsidiary, except as disclosed herein.



Re-appointment of Auditors



PricewaterhouseCoopers LLP, formerly Staley Okada & Partners, Chartered Accountants will be nominated at the Companys annual general and special meeting for re-election as the Companys auditors for the ensuing year.  Remuneration of PricewaterhouseCoopers LLP is to be determined by the Companys Board of Directors.



C.

Board Practices



Statement of Corporate Governance Practices



Corporate governance relates to activities of the Board, the members of which are elected by and are accountable to the shareholders, and takes into account the role of the individual members of management who are appointed by the Board and who are charged with the day to day management of the Company.  The Board is committed to sound corporate governance practices which are both in the interest of its shareholders and contribute to effective and efficient decision making.  National Instrument 58-101  Disclosure of Corporate Governance Practices (NI 58-101) requires that each reporting company disclose its corporate governance practices on an annual basis.  The Companys general approach to corporate governance is summarized below.



Board of Directors



The Board is currently composed of four directors.

47

---



Independence



Section 1.4 of Multilateral Instrument 52-110  Audit Committees (MI 52-110) sets out the standard for director independence.  Under MI 52-110, a director is independent if he has no direct or indirect material relationship with the Company.  A material relationship is a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a directors independent judgment.  MI 52-110 also sets out certain situations where a director will automatically be considered to have a material relationship to the Company.



Applying the definition set out in section 1.4 of MI 52-110, three of the four members of the Board are independent.  The members who are independent are Hubert Marleau, Bernard Barlin and Colin Bird.  Harry Barr is not independent by virtue of the fact that he was, within the past 3 years, an executive officer of the Company (Mr. Barr was the former CEO of the Company from May, 1985 to June, 2004).



In order to facilitate its exercise of independent judgment in carrying out the responsibilities of the Board of Directors, the Board ensures that a majority of independent Directors sit on all Board committees.



Other Directorships



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



|                 |                                                                                                                                                                                                                                                                                               
|---------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Name of Director | Reporting Issuer(s) or Equivalent(s)                                                                                                                                                                                                                                                          
|Harry Barr       | Pacific North West Capital Corp.
Freegold Venture Limited
El Nino Ventures Inc.                                                                                                                                                                                                               
|Bernard Barlin   | Pacific North West Capital Corp.
Freegold Venture Limited
El Nino Ventures Inc.                                                                                                                                                                                                               
|Hubert Marleau   | Freegold Ventures Limited
Global Capital Corp.
Global Development Resources, Inc.
GobiMin Inc.
Huntington Exploration Inc.
Knowlton Capital Inc.
Magistral Biotech Inc.
Malette Industries Inc.
Maudore Minerals Ltd
Mitec Telecom Inc.
Niocan Inc.
ORTHOsoft Inc.
Uni-Sélect Inc.
Warnex Inc.
|Colin Bird       | Freegold Ventures Limited
Jubilee Platinum PLC
Tiger Resource Finance PLC
Pan African Resources PLC
MIT Ventures Corp.                                                                                                                                                                        



Orientation and Continuing Education



Board turnover is relatively rare and, accordingly, the Company has not adopted a formalized process of orientation for new Board members.  Orientation of new directors is conducted on an ad hoc basis.



48

---

Directors are kept informed as to matters impacting, or which may impact, the Companys operations through reports and presentations at the Board meetings.  Directors are also provided the opportunity to meet with senior management and other employees, advisors and directors, who can answer any questions that may arise.



Ethical Business Conduct



The Board has adopted a Code of Business Conduct and Ethics, a copy of which is attached hereto as Schedule A.



Nomination of Directors



Board turnover is relatively rare and accordingly the Board does not have a nominating committee or a formal procedure with respect to the nomination of directors.  The nominees are generally the result of recruitment efforts by the Board members, including both formal and informal discussions among Board members.



Board Committees



Committees of the Board are an integral part of the companys governance structure.  There are three standing committees (the Committees), established to devote the necessary expertise and resources to particular areas, and to enhance the quality of discussion at Board meetings.  The Committees facilitate effective Board decision-making by providing recommendations to the Board on matters within their respective responsibilities.  The Board believes that the Committees assist in the effective functioning of the Board and that the composition of the Committees should ensure that the views of unrelated and independent directors are effectively represented.



A summary of the responsibilities and activities and the membership of each of the Committees is set out below:



Audit Committee



The Audit Committee is comprised of Hubert Marleau, Chairman of the Audit Committee, Bernard Barlin and Colin Bird who are financially literate in accordance with Section 1.5 of MI 52-110 which states that an individual is financially literate if he or she has the ability to read and understand a set of financial statements that presents a range and level of complexity of accounting issues that are generally comparable to the range and complexity of the issues that can reasonably be expected to be raised by the issuers financial statements.



Each of the members of the Audit Committee are independent in accordance with the standards of director independence set out under MI 52-110.



Mr. Hubert Marleau has been a director or executive officer of several public companies for over 25 years.  He currently holds an executive position with Palos Capital.



Mr. Bernard Barlin, B.Sc. (Eng.), P. Eng., C. Eng has been a director or executive officer of public companies for over 30 years.  Mr. Barlin has over 40 years experience in the mining industry and worked as a consulting metallurgist with Hudson Bay Mining and Smelter Company. He has a degree in Engineering from the University of Witwatersrand in Johannesburg, and is a registered professional engineer in Manitoba and the U.K.  Mr. Barlin is retired.



Mr. Colin Bird has been a director or executive officer of several public companies for over 25 years.  He currently holds an executive position with Lion Mining Finance.





49

---

The Audit Committee reviews and recommends to the Board for approval the annual financial statements and the annual report of the Company.  The quarterly financial statements of the Company are reviewed by the
Audit Committee and the Board.  In addition, the Audit Committee is charged with the responsibility of monitoring the integrity of the Companys internal controls and management information systems.  For the purposes of performing these duties, the members of the Audit Committee have the right, at all times, to inspect all of the books and financial records of the Company and to discuss with management and the auditors of the Company any accounts, records and matters relating to the financial statements of the Company.



Additional information regarding the Audit Committee may be found in Item 16A of the Companys Form 20F dated August 25, 2006 and filed on SEDAR at www.sedar.com.



Audit Fees



The Audit Committee must pre-approve any engagement of the external auditors for any non-audit services to the Company in accordance with applicable law and policies and procedures to be approved by the Board.  The engagement of non-audit services will be considered by the Company's Board of Directors on a case by case basis.



In the following table, audit fees are fees billed by the Company's external auditors for services provided in auditing the Company's annual consolidated financial statements for the subject year.  Audit-related fees are fees not included in audit fees that are billed by the auditors for assurance and related services that are reasonably related to the performance of the audit or review of the Company's financial statements.  Tax fees are fees billed by the auditors for professional services rendered for tax compliance, tax advice and tax planning.  All other fees are fees billed by the auditors for products and services not included in the foregoing categories.



The fees paid by the Company to its auditors for each of the last two fiscal years, by category, are as follows:



|                      |            |                    |          |               
|--------------------- | ---------- | ------------------ | -------- | --------------
|Financial Year Ending | Audit Fees | Audit Related Fees | Tax Fees | All Other Fees
|April 30, 2006        | $27,943    | Nil                | $8,650   | Nil           
|April 30, 2005        | $27,631    | Nil                | $6,403   | $718          



Compensation Committee



In fiscal year ended 2006, the Board of Directors appointed a Compensation Committee composed of three directors: Harry Barr, Hubert Marleau and Bernard Barlin.  Please see the section above entitled Composition of the Compensation Committee for further information on this Committee.



Corporate Governance Committee



In fiscal year ended 2006, the Board of Directors appointed a Corporate Governance Committee composed of three directors: Harry Barr, Hubert Marleau, and Bernard Barlin.  The Corporate Governance Committee is responsible for reviewing matters relating to corporate governance and making recommendations to the Board with respect thereto.



The Company is relying on the exemption provided by section 6.1 of MI 52-110 which provides that the Company, as a venture issuer, is not required to comply with Part 5 (Reporting Obligations) of MI 52-110.



D.

Employees



During the fiscal year ended April 30, 2006, the Company had 6 employees and 15 consultants.



E.

Share Ownership



The following tables set forth the share ownership of those persons listed in subsection 6A above and includes details of all options and warrants to purchase shares of the Company held by such persons:

50

---



|               |                              |              |                |                |            
|-------------- | ---------------------------- | ------------ | -------------- | -------------- | -----------
|Name           | Shares held
at July 27, 2006 | Date Granted | Option Balance | Exercise Price | Expiry Date
|               |                              |              |                |                |            
|Peter Dasler   | 105,800                      | May 26/03    | 100,000        | 0.10           | May 26/08  
|               |                              | Sept 10/03   | 50,000         | 0.25           | Sept 10/08 
|               |                              | June 25/04   | 800,000        | 0.10           | June 25/08 
|               |                              | Nov 5/04     | 120,000        | 0.40           | Nov 5/09   
|               |                              | Nov 29/04    | 50,000         | 0.45           | Nov 29/09  
|               |                              | Mar 7/05     | 65,000         | 0.58           | Mar 7/10   
|               |                              | Oct 14/05    | 470,000        | 0.45           | Oct 14/10  
|               |                              |              |                |                |            
|               |                              |              |                |                |            
|Harry Barr     | 256,117                      | Sept 10/03   | 122,500        | 0.25           | Sept 10/08 
|               |                              | Nov 29/04    | 25,000         | 0.45           | Nov 29/09  
|               |                              | Mar 7/05     | 68,000         | 0.58           | Mar 7/10   
|               |                              | Aug 28/96    | 7,000          | 0.50           | Aug 28/06  
|               |                              | May 15/97    | 6,700          | 0.50           | May 15/07  
|               |                              | Nov 24/97    | 36,665         | 0.50           | Nov 24/07  
|               |                              | Sept 10/03   | 122,500        | 0.25           | Sept 10/08 
|               |                              | Nov 5/04     | 270,000        | 0.40           | Nov 5/09   
|               |                              | Oct 14/05    | 500,000        | 0.45           | Oct 14/10  
|               |                              |              |                |                |            
|               |                              |              |                |                |            
|Bernard Barlin | Nil                          | Sept 10/03   | 30,000         | 0.25           | Sept 10/08 
|               |                              | Nov 5/04     | 75,000         | 0.40           | Nov 5/09   
|               |                              | Oct 14/05    | 50,000         | 0.45           | Oct 14/10  
|               |                              |              |                |                |            
|               |                              |              |                |                |            
|Colin Bird     | 86,000                       | Sept 10/03   | 25,000         | 0.25           | Sept 10/08 
|               |                              | Nov 5/04     | 100,000        | 0.40           | Nov 5/09   
|               |                              | Oct 14/05    | 50,000         | 0.45           | Oct 14/10  
|               |                              |              |                |                |            
|               |                              |              |                |                |            
|Gordon Steblin | 2,381                        | Aug 28/96    | 3,500          | 0.50           | Aug 28/06  
|               |                              | May 15/97    | 3,700          | 0.50           | May 15/07  
|               |                              | Feb 23/00    | 15,000         | 0.50           | Feb 23/10  
|               |                              | Nov 5/04     | 125,000        | 0.40           | Nov 5/09   
|               |                              | Mar 7/05     | 15,000         | 0.58           | Mar 7/10   
|               |                              | Oct 14/05    | 180,000        | 0.45           | Oct 14/10  
|               |                              |              |                |                |            
|               |                              |              |                |                |            
|Hubert Marleau | Nil                          | Feb 23/00    | 10,000         | 0.50           | Feb 23/10  
|               |                              | Sept 10/03   | 50,000         | 0.25           | Sept 10/08 
|               |                              | Nov 5/04     | 100,000        | 0.40           | Nov 5/09   
|               |                              | Oct 14/05    | 50,000         | 0.45           | Oct 14/10  
|               |                              |              |                |                |            
|               |                              |              |                |                |            
|Taryn Downing  | 22,381                       | Aug 28/96    | 3,500          | 0.50           | Aug 28/06  
|               |                              | May 15/97    | 2,700          | 0.50           | May 15/07  
|               |                              | Feb 23/00    | 17,000         | 0.50           | Feb 23/10  
|               |                              | Nov 5/04     | 125,000        | 0.40           | Nov 5/09   
|               |                              | Mar 7/05     | 15,000         | 0.58           | Mar 7/10   
|               |                              | Oct 14/05    | 180,000        | 0.45           | Oct 14/10  
|               |                              |              |                |                |            

51

---



Warrants to Purchase Shares



|               |               |                 |                |            
|-------------- | ------------- | --------------- | -------------- | -----------
|Name           | Purchase Date | Warrant Balance | Exercise Price | Expiry Date
|               |               |                 |                |            
|Peter Dasler   | Nil           |                 |                |            
|               |               |                 |                |            
|               |               |                 |                |            
|Harry Barr     | Jan 16/02     | 1,380,000       | $0.10          | Jan 16/07  
|               | Nov 14/02     | 890,000         | $0.12          | Nov 14/07  
|               | Sept 9/03     | 545,000         | $0.12          | Sept 9/06  
|               |               |                 |                |            
|               |               |                 |                |            
|Bernard Barlin | Nil           |                 |                |            
|               |               |                 |                |            
|Colin Bird     | Mar 8/06      | 37,500          | $0.52          | Mar 8/07   
|               |               |                 |                |            
|               |               |                 |                |            
|Gordon Steblin | Mar 8/06      | 1,191           | $0.52          | Mar 8/07   
|               |               |                 |                |            
|               |               |                 |                |            
|Hubert Marleau | Nil           |                 |                |            
|               |               |                 |                |            
|Taryn Downing  | Mar 8/06      | 1,191           | $0.52          | Mar 8/07   
|               |               |                 |                |            





(1)

Of the 256,117 shares beneficially owned by Harry Barr, 78,076 are held directly, 27,042 are held by 293020 BC Ltd., a company wholly-owned by Mr. Barr and 150,999 are held by Canadian Gravity Recovery Inc. a company wholly-owned by Mr. Barr.

(2)

Of the 105,800 common shares beneficially owned by Peter Dasler, 55,000 are owned directly, 50,800 are owned by Bay Geological Inc., a wholly-owned company of Mr. Dasler.



Stock Option Plan



The Board of Directors of the Company adopted a stock option plan (the Plan) on September 5, 1995.  The Board of Directors of the Company may allocate non-transferable options to purchase common shares of the company to directors, officers, employees and consultants of the Company and its subsidiaries.  The aggregate number of shares to be issued upon exercise of all options granted under the Plan and the aggregate number of shares to be issued to an individual upon exercise of options granted under the Plan shall not exceed the maximum number of shares permitted to be issued under the rules of any stock exchange on which the common shares are then listed or other regulatory body having jurisdiction.



Amendment to Stock Option Plan



At the Companys Annual General and Special Meeting on September 20, 2006 d

isinterested shareholders of the Company (being those shareholders who are not Insiders of the Company as that term is defined under the policies of the TSX Venture Exchange) will be asked to approve, by simple majority of the disinterested shareholders, the amendment to the Companys Stock Option Plan (the Plan) to increase the maximum number of shares of the Company which may be allocated for issuance pursuant to incentive stock options under the Plan from 9,286,419 to 15,450,578 shares.  Both shareholder approval and TSX Venture Exchange approval are required before the amendment to the Plan may be implemented.



52

---

Purpose of Resolution



The Plan currently provides that the aggregate number of shares of the Company that may be issued under the Plan shall not exceed 9,286,419 shares.  As of the Record Date, 7,718,165 shares issuable under the Plan have been issued or reserved for issuance as follows:





|                                                                             |   |          
|---------------------------------------------------------------------------- | - | ---------
|                                                                             |   |          
|Shares issued upon exercise of incentive stock options                       | - | 1,107,000
|Shares reserved for issuance pursuant to unexercised incentive stock options | - | 7,718,165
|Unallocated shares available for future grants of incentive stock options    | - | 461,254  
|TOTAL                                                                        |   | 9,286,419





The Company believes that awards under the Plan are an effective means of rewarding corporate and individual performance.  To provide the Company with the continued flexibility of granting such awards under the Plan, the Company is seeking approval from disinterested shareholders at the Meeting to increase the number of shares of the Company issuable under the Plan to a maximum of 15,450,578 shares.



Amendment to Previously Granted Incentive Stock Options



At the Companys Annual General and Special Meeting on September 20, 2006,

TSX Venture Exchange policy requires that listed companies obtain the approval of disinterested shareholders for reductions in the exercise prices of previously-granted incentive stock options if the optionee is an insider (as that terms is defined in the policies) of the listed company at the time of the proposed amendment, prior to the exercise of such options.  This policy provides that such disinterested shareholder approval must take place at a meeting of the shareholders.



Although the Company has not reduced the exercise price of any incentive stock options held by insiders since its last Annual General Meeting, held September 22, 2005, the approval of disinterested shareholders will be sought at the Meeting for any reductions in the exercise prices of previously-granted incentive stock options held by insiders at the time of any such proposed reduction.



Performance Shares



At the Companys Annual General and Special Meeting on September 20, 2006

, management of the Company will be seeking shareholder approval to permit the Company to issue up to 3,862,644 nominal value performance shares, which sum is equal to 5% of the Companys current issued and outstanding shares as at the Record Date (being 77,252,894 shares), the issuance of which performance shares shall be, at the discretion of the Board, to such arms length parties as the Board considers desirable to attract to the company for such purposes as particular expertise, management experience, operations experience, financial capacity, industry profile and other such characteristics in the discretion of the Board.



In 2003, 2004 and 2005, shareholders approved the issuance of an aggregate 4,423,580 nominal value performance shares which represented 5% of the Companys issued and outstanding share at the time shareholder approval was obtained.



To date none of these performance shares have been issued.



53

---

Options and Other Rights to Purchase Shares



The following table summarizes the issued and outstanding options as at April 30, 2006:



|                                 |           |           |                     |                                  |                          |                  
|-------------------------------- | --------- | --------- | ------------------- | -------------------------------- | ------------------------ | -----------------
|Number outstanding
30 April 2005 | Granted   | Exercised | Expired / Cancelled | Number outstanding
30 April 2006 | Exercise price per share | Expiry date      
|74,000                           | -         | (62,000)  | (12,000)            | -                                | $0.50                    | 18 April 2006    
|10,000                           | -         | -         | -                   | 10,000                           | $0.50                    | 7 August 2006    
|16,000                           | -         | -         | -                   | 16,000                           | $0.50                    | 28 August 2006   
|-                                | 249,200*  | (126,350) | -                   | 122,850                          | $0.35                    | 31 August 2006   
|-                                | 37,450*   | (32,699)  | -                   | 4,751                            | $0.35                    | 22 September 2006
|29,500                           | -         | -         | -                   | 29,500                           | $0.50                    | 15 May 2007      
|36,665                           | -         | -         | -                   | 36,665                           | $0.50                    | 24 November 2007 
|110,000                          | -         | (19,000)  | -                   | 91,000                           | $0.35                    | 10 February 2007 
|100,000                          | -         | -         | -                   | 100,000                          | $0.10                    | 26 May 2008      
|671,000                          | -         | (151,000) | -                   | 520,000                          | $0.25                    | 10 September 2008
|1,038,000                        | -         | (238,000) | -                   | 800,000                          | $0.10                    | 25 June 2008     
|2,000,000                        | -         | (255,000) | (180,000)           | 1,565,000                        | $0.40                    | 5 November 2009  
|300,000                          | -         | -         | (25,000)            | 275,000                          | $0.45                    | 29 November 2009 
|122,000                          | -         | -         | (5,000)             | 117,000                          | $0.50                    | 23 February 2010 
|458,000                          | -         | -         | (45,000)            | 413,000                          | $0.58                    | 7 March 2010     
|150,000                          | -         | -         | -                   | 150,000                          | $0.32                    | 1 May 2010       
|-                                | 75,000    | -         | -                   | 75,000                           | $0.35                    | 13 July 2010     
|-                                | 3,300,000 | -         | -                   | 3,300,000                        | $0.45                    | 14 October 2010  
|-                                | 200,000   | -         | -                   | 200,000                          | $0.42                    | 14 February 2011 
|5,115,165                        | 3,861,650 | (884,049) | (267,000)           | 7,825,766                        |                          |                  



*

Agent compensation options exercisable into one unit at $0.35 per unit.  Each unit consists of one common share and one-half share purchase warrant exercisable for one year at a price of $0.45 per share.



Stock Options



The following table sets out the options granted to directors, executive officers, and others during the Companys most recently completed financial year.



|                      |               |                                    |                |               
|--------------------- | ------------- | ---------------------------------- | -------------- | --------------
|Optionee              | Date of Grant | Number of Shares Subject to Option | Exercise Price | Date of Expiry
|Employees/Consultants | July 13/05    | 75,000                             | $0.35          | July 13/10    
|Employees/Consultants | Aug 31/05     | 249,200                            | $0.35          | Aug 31/06     
|Employees/Consultants | Sept 22/05    | 37,450                             | $0.35          | Sept 22/06    
|Employees/Consultants | Oct 14/05     | 1,820,000                          | $0.45          | Oct 14/10     
|Directors/Officers    | Oct 14/05     | 1,480,000                          | $0.45          | Oct 14/10     
|Employees/Consultants | Feb 14/06     | 200,000                            | $0.42          | Feb 14/11     
|                      |               |                                    |                |               



The following table sets out the options exercised to directors, executive officers, and others during the Companys most recently completed financial year.



|                      |               |                                       |                |               
|--------------------- | ------------- | ------------------------------------- | -------------- | --------------
|Optionee              | Date of Grant | Number of Shares Acquired on Exercise | Exercise Price | Date of Expiry
|Employees/Consultants | Apr 18/96     | 3,000                                 | $0.50          | Apr 18/06     
|Directors/Officers    | Apr 18/96     | 59,000                                | $0.50          | Apr 18/06     
|Employees/Consultants | Sept 10/03    | 151,000                               | $0.25          | Sept 10/08    
|Employees/Consultants | Feb 10/04     | 19,000                                | $0.35          | Feb 10/07     
|Employees/Consultants | June 25/04    | 38,000                                | $0.10          | June 25/08    
|Directors/Officers    | June 25/04    | 200,000                               | $0.10          | June 25/08    
|Employees/Consultants | Nov 5/04      | 255,000                               | $0.40          | Nov 5/09      
|Employees/Consultants | Aug 31/05     | 126,350                               | $0.35          | Aug 31/06     
|Employees/Consultants | Sept 22/05    | 32,699                                | $0.35          | Sept 22/06    
|                      |               |                                       |                |               



54

---

The following table sets out the options cancelled/expired to directors, executive officers, and others during the Companys most recently completed financial year.



|                      |               |                                    |                |               
|--------------------- | ------------- | ---------------------------------- | -------------- | --------------
|Optionee              | Date of Grant | Number of Shares Subject to Option | Exercise Price | Date of Expiry
|                      |               |                                    |                |               
|Employees/Consultants | Apr 18/96     | 10,000                             | $0.50          | Apr 18/06     
|Directors/Officers    | Apr 18/96     | 2,000                              | $0.50          | Apr 18/06     
|Employees/Consultants | Feb 23/00     | 5,000                              | $0.50          | Feb 23/10     
|Employees/Consultants | Nov 5/04      | 180,000                            | $0.40          | Nov 5/09      
|Employees/Consultants | Nov 29/04     | 25,000                             | $0.45          | Nov 29/09     
|Employees/Consultants | Mar 7/05      | 45,000                             | $0.58          | Mar 7/10      
|                      |               |                                    |                |               



ITEM 7.

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS



A.

Major Shareholders



The following table sets forth the share ownership of those persons holding greater than 5% of the Companys common shares held by such persons as at July 27, 2006.



|                                                                             |                          |                            
|---------------------------------------------------------------------------- | ------------------------ | ---------------------------
|Shareholder
Name And Address                                                 | Number Of
Shares Held(2) | Percentage Of
Issued Shares
|CDS & Company(1)
25th Esplanade
Box 1038, Station A
Toronto, Ontario M5E 1W5 | 63,800,675               | 82.6%                      



Notes



(1)

CDS & Co. is a depository, the Company has no knowledge as to the beneficial ownership of these shares.

(2)

The information as to the shares beneficially owned by CDS is not within the knowledge of the Company and has been extracted from the registrar of shareholders maintained by the registrar and transfer agent for the Companys shares.



B.

Related Party Transactions



There were no material transactions in the fiscal year ended April 30, 2006, or proposed material transactions between the Company or any of its subsidiaries, except as previously disclosed in the audited year-ended April 30, 2006 consolidated financial statements.



C.

Interests of Experts and Counsel



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



ITEM 8.

FINANCIAL INFORMATION



A.

Consolidated Statements and Other Financial Information



This Annual Report contains consolidated financial statements for the Company for fiscal year end April 30, 2006 which contains an audit report dated July 11, 2006 (except for Note 5(k) which is at July 21, 2006).



B.

Significant Changes



No significant changes have occurred since the date of the annual financial statements included in this Annual Report.

55

---

ITEM 9.

THE OFFER AND LISTING



A.

Offer and Listing Details



Since January 4, 1988, the common shares of the Company have been listed on the TSX Venture Exchange as is a Tier 1 Company.



The high and low market prices for the shares of the Company on the TSX Venture Exchange for the five most recently completed financial years:



|                      |      |     
|--------------------- | ---- | ----
|Year Ended            | High | Low 
|                      |      |     
|May 2005  April 2006 | 0.76 | 0.26
|May 2004  April 2005 | 0.64 | 0.10
|May 2003  April 2004 | 0.45 | 0.09
|May 2002  April 2003 | 0.32 | 0.09
|May 2001  April 2002 | 0.34 | 0.07



The high and low market prices for the shares of the Company on the TSX Venture Exchange for each quarter for the two most recently completed financial years:



|                            |       |      
|--------------------------- | ----- | -----
|Year Ended                  | High  | Low  
|                            |       |      
|First Quarter July 2005     | 0.455 | 0.26 
|Second Quarter October 2005 | 0.50  | 0.325
|Third Quarter January 2006  | 0.56  | 0.305
|Fourth Quarter April 2006   | 0.76  | 0.37 
|                            |       |      
|First Quarter July 2004     | 0.15  | 0.10 
|Second Quarter October 2004 | 0.40  | 0.12 
|Third Quarter January 2005  | 0.475 | 0.27 
|Fourth Quarter April 2005   | 0.64  | 0.315



The high and low market prices for the shares of the Company on the TSX Venture Exchange for the most recent six months:



|              |      |      
|------------- | ---- | -----
|Month Ended   | High | Low  
|              |      |      
|July 2006     | 0.57 | 0.41 
|June 2006     | 0.70 | 0.44 
|May 2006      | 0.77 | 0.54 
|April 2006    | 0.76 | 0.51 
|March 2006    | 0.68 | 0.425
|February 2006 | 0.52 | 0.37 



The high and low market prices for the shares of the Company on the TSX Venture Exchange on the first trading day in the most recent six months:



|              |       |      
|------------- | ----- | -----
|Month Ended   | High  | Low  
|              |       |      
|July 2006     | 0.57  | 0.53 
|June 2006     | 0.64  | 0.58 
|May 2006      | 0.59  | 0.55 
|April 2006    | 0.74  | 0.64 
|March 2006    | 0.465 | 0.435
|February 2006 | 0.52  | 0.485



56

---

On April 30, 2006 the closing sale price of the common shares on the TSX Venture Exchange was $0.55 per share.



Since July 20, 1999, the common shares of the Company have been listed on the OTC Bulletin Board.



The annual high and low market prices for the shares of the Company on the OTC Bulletin Board for the five most recent full financial years:



|                      |      |     
|--------------------- | ---- | ----
|Year Ended            | High | Low 
|                      |      |     
|May 2005  April 2006 | 0.75 | 0.21
|May 2004  April 2005 | 0.52 | 0.07
|May 2003  April 2004 | 0.39 | 0.06
|May 2002  April 2003 | 0.24 | 0.06
|May 2001  April 2002 | 0.22 | 0.05



The high and low market prices for the shares of the Company on the OTC Bulletin Board for each full financial quarter for the two most recent full financial years:



|                            |      |      
|--------------------------- | ---- | -----
|Year Ended                  | High | Low  
|                            |      |      
|First Quarter July 2005     | 0.38 | 0.21 
|Second Quarter October 2005 | 0.45 | 0.275
|Third Quarter January 2006  | 0.49 | 0.257
|Fourth Quarter April 2006   | 0.75 | 0.301
|                            |      |      
|First Quarter July 2004     | 0.11 | 0.07 
|Second Quarter October 2004 | 0.32 | 0.08 
|Third Quarter January 2005  | 0.45 | 0.23 
|Fourth Quarter April 2005   | 0.52 | 0.201



The high and low market prices for the shares of the Company on the OTC Bulletin Board for the most recent six months:



|              |       |      
|------------- | ----- | -----
|Month Ended   | High  | Low  
|              |       |      
|July 2006     | 0.56  | 0.35 
|June 2006     | 0.636 | 0.39 
|May 2006      | 0.71  | 0.48 
|April 2006    | 0.69  | 0.45 
|March 2006    | 0.75  | 0.37 
|February 2006 | 0.48  | 0.301



The high and low market prices for the shares of the Company on the OTC Bulletin Board for the first trading day in the most recent six months:



|              |       |      
|------------- | ----- | -----
|Month Ended   | High  | Low  
|              |       |      
|July 2006     | 0.52  | 0.50 
|June 2006     | 0.579 | 0.549
|May 2006      | 0.54  | 0.494
|April 2006    | 0.69  | 0.55 
|Mar 2006      | 0.408 | 0.39 
|February 2006 | 0.46  | 0.417



On April 30, 2006 the closing sale price of the common shares on the OTCBB was $0.50 per share.



57

---

The Company has not, since the date of its incorporation, declared or paid any dividends on its common shares and does not currently intend to pay dividends.  Earnings will be retained to finance further exploration.



The following table indicates the approximate number of record holders of common shares at July 27, 2006, the number of record holders of common shares with United States addresses and the portion and percentage of Common Shares so held in the United States.  On July 27, 2006, 77,252,894 common shares were outstanding.



|                                   |                                   |                                          |                                                
|---------------------------------- | --------------------------------- | ---------------------------------------- | -----------------------------------------------
|Total Number
of Registered
Holders | Number of
Registered
U.S. Holders | Number of
Common Shares
Held in the U.S. | Percentage of
Common Shares
As at July 27, 2006
|572                                | 96                                | 6,935,265                                | 8.9%                                           



A substantial number of common shares are held by depositaries, brokerage firms and financial institutions in "street names".



The computation of the number and percentage of common shares held in the United States is based upon the number of common shares held by record holders with United States addresses.  United States residents may beneficially own common shares held of record by non-United States residents.



B.

Plan of Distribution



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



C.

Markets



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



D.

Selling Shareholders



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



E.

Dilution



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



F.

Expenses of the Issue



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



ITEM 10.

ADDITIONAL INFORMATION



A.

Share Capital



As of July 27, 2006, the Company has 77,252,894 common shares without par value issued and outstanding which are fully paid.



58

---

B.

Memorandum and Articles of Association



CanAlaska Ventures Ltd. executive and registered and records office is located at 2303 West 41st Avenue, Vancouver, British Columbia V6M 2A3, telephone number (604) 685-1870.



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



At the Companys Annual General and Special Meeting scheduled for September 20, 2006, the shareholders of the Company will be asked to vote for the change of name to CanAlaska Uranium Ltd. or such other name as may be approved by the directors of the Company and by regulatory authorities, that such name change be effected at such time as may be determined and approved by the directors of the Company.



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



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



C.

Material Contracts for the year ended April 30, 2006.



During the year ended April 30, 2006 there were no material contracts entered into by the Company other than contracts entered into during the ordinary course of business.



D.

Exchange Controls



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



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



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

59

---

Canadian business be divested.  Failure to comply with the review provisions of the Investment Canada Act could result in, among other things, an injunction or a court order directing disposition of assets or shares.



E.

Taxation



Material United States Federal Income Tax Consequences



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



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



U.S. Holders



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



Distribution on Common Shares of the Company



U.S. Holders receiving dividend distributions (including constructive dividends) with respect to shares of the Company are required to include in gross income for United States federal income tax purposes the gross amount of such distributions, equal to the U.S. dollar value of such distributions on the date of receipt (based on the exchange rate on such date), to the extent that the Company has current or accumulated earnings or

60

---

profits, without reduction for any Canadian income tax withheld from such distributions. Such Canadian tax withheld may be credited, subject to certain limitations, against the U.S. Holders federal income tax liability or, alternatively, may be deducted in computing the U.S. Holders federal taxable income by those who itemize deductions. (See more detailed discussion at Foreign Tax Credit below.) To the extent that distributions exceed current or accumulated earnings and profits of the Company, they will be treated first as a return of capital up to the U.S. Holders adjusted basis in the common shares and thereafter as gain from the sale or exchange of the common shares. Preferential tax rates for long-term capital gains are applicable to a U.S. Holder, which is an individual, estate or trust. There are currently no preferential tax rates for long-term capital gains for a U.S. Holder, which is a corporation.



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



Dividends paid on the common shares of the Company generally will not be eligible for the dividends received deduction provided to corporations receiving dividends from certain United States corporations. A U.S. Holder which is a corporation may, under certain circumstances, be entitled to a 70% (or 80%) deduction of the United States source portion of dividends received from the Company (unless the Company qualifies as a foreign personal holding company or a passive foreign investment company, as defined below) if such U.S. Holder owns shares representing at least 10% (or 20%) of the voting power and value of the Company. The availability of this deduction is subject to several complex limitations that are beyond the scope of this discussion.



Information Reporting and Backup Withholding



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



Foreign Tax Credit



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

61

---





Disposition of Common Shares of the Company



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



Currency Exchange Gains or Losses



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



Other Considerations



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



Foreign Personal Holding Company



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



Foreign Investment Company



If 50% or more of the combined voting power or total value of the Companys outstanding shares are held, directly or indirectly, by citizens or residents of the United States, United States domestic partnerships or corporations, or estates or trusts other than foreign estates or trusts (as defined by the Code Section

62

---

7701(a)(31)), and the Company is found to be engaged primarily in the business of investing, reinvesting or trading in securities, commodities, or any interest therein, it is possible that the Company may be treated as a foreign investment company as defined in Section 1246 of the Code, causing all or part of any gain realized by a U.S. Holder selling or exchanging common shares to be treated as ordinary income rather than capital gain. The Company does not believe that it currently qualifies as a foreign investment company. However, there can be no assurance that the Company will not be considered a foreign investment company for the current or any future taxable year.



Passive Foreign Investment Company



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



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



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



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



The procedure a U.S. Holder must comply with in making an effective QEF election will depend on whether the year of the election is the first year in the U.S. Holders holding period in which the Company is a PFIC. If the U.S. Holder makes a QEF election in such first year, i.e., a timely QEF election, then the U.S. Holder may make the QEF election by simply filing the appropriate documents at the time the U.S. Holder files his tax return for such first year. If, however, the Company qualified as a PFIC in a prior year, then in addition to filing documents, the U.S. Holder must elect to recognize under the rules of Section 1291 of the Code

63

---

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



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



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



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

64

---

example, the transferees basis is equal to (i) the fair market value of the Electing U.S. Holders common shares reduced by the U.S. Holders adjusted basis in these common shares at death. The specific tax effect to the U.S. Holder and the transferee may vary based on the manner in which the common shares are transferred. Each U.S. Holder of the Company is urged to consult a tax advisor with respect to how the PFIC rules affect their tax situation.



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



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



Controlled Foreign Corporation



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



65

---

Material Canadian Federal Income Tax Consequences



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



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



Dividends



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



Capital Gains



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



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



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



F.

Dividends and Paying Agents



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



66

---

G.

Statements by Experts



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



H.

Documents on Display



Any documents referred to in this Annual Report may be inspected at the head office of the Company, 2303 West 41st Avenue, Vancouver, British Columbia V6M 2A3, during normal business hours.



I.

Subsidiary Information



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



ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK



The Company anticipates its primary market risk, if any, to be related to fluctuations in exchange rates. Exchange rate risk may arise if the Company is required to use different currencies for various aspects of its operations.  At present, the functional currency for the Company is the Canadian dollar.  Based on the Companys overall exchange rate risk as at April 30, 2006, the Company believes that a ten percent change in exchange rates would not have a material adverse effect on its financial position, results of operations, or changes in financial position.  The Company intends to monitor its exchange rate risk and take reasonable steps to reduce its exposure.  The Company does not intend to purchase or sell derivative instruments for speculative purposes.

PART II



ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES



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



ITEM 13.

DEFAULTS, DIVIDEND ARREARS AND DELINQUENCIES



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



ITEM 14.

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



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



ITEM 15.

CONTROLS AND PROCEDURES



As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the Exchange Act), the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures as of April 30, 2006, being the date of the Companys most recently completed fiscal year end.  This evaluation was carried out under the supervision and the participation of the Companys Chief Executive Officer, Peter Dasler and the Companys Chief Financial Officer, Gordon Steblin.  Based upon the evaluation, the Companys Chief Executive Officer and Chief Financial Officer concluded that the Companys disclosure controls and procedures are effective in timely alerting management to material information relating to it

67

---

required to be included in the Companys period SEC filings.  There have been no changes in the Companys internal controls or in other factors that significantly affected or could significantly affect internal controls subsequent to the date the Company carried out the evaluation.



Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in the Companys reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission s rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the Companys reports filed under the Exchange Act is accumulated and communicated to management, including the Companys Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.



During the Companys most recently completed financial year ended April 30, 2006, there were no changes in the Companys internal control over financial reporting that have materially affected, or are reasonably likely to affect, its internal control over financial reporting.



The term internal control over financial reporting is defined as a process designed by, or under the supervision of, the registrants principal executive and principal financial officers, or persons performing similar functions, and effected by the registrants board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:



Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant;



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



Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use of disposition of the registrants assets that could have a material effect on the financial statements.



The Auditors did not test the effectiveness of nor rely on the internal controls of the Company for the fiscal years ended April 30, 2006, 2005 and 2004.



ITEM 16.

[Reserved]



ITEM 16A.

AUDIT COMMITTEE FINANCIAL REPORT



Charter of the Audit Committee of the Board of Directors



1.

Purpose



The purpose of the Audit Committee (the Committee) of the Board of Directors (the Board) of CanAlaska Ventures Ltd. (CVV) is to provide an open avenue of communication between CVVs management (Management), the independent Auditors (Auditors) and the Board and to assist the Board in its oversight of the following: integrity, adequacy and timeliness of CVVs financial reporting and disclosure practices; process for identifying the principal financial risks of CVV and the control systems in place to monitor them; compliance with legal and regulatory requirements related to financial reporting; and independence and performance of CVVs Auditors.



The Committee shall also perform any other activities consistent with the Charter, CVVs by-laws and governing laws as the Committee or Board deems necessary or appropriate.

68

---

The Committees role is one of oversight.  It is not the responsibility of the Committee to determine that CVVs financial statements are complete and accurate and in accordance with generally accepted accounting principles or to plan or conduct audits.  The financial statements are the responsibility of Management.  The Auditors are responsible for performing an audit and expressing an opinion on the fair presentation of CVVs financial statements in accordance with generally accepted accounting principles.



2.

Authority



The Committee has the authority to conduct any investigation appropriate to its responsibilities, and it may request the Auditors as well as any officer of CVV, or CVVs outside counsel, to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee. The Committee shall have unrestricted access to CVVs books and records and has the authority to retain, at CVVs expense, special legal, accounting, or other consultants or experts to assist in the performance of the Committees duties.  Subject to Board approval, the Committee has the authority to set and pay the compensation of the advisors employed by the Committee.  The Chairperson of the Committee (Chairperson) or other member of the Committee so designed by the Committee may represent the Committee to the extent permitted by applicable legal and listing requirements.



The Committee shall review and assess the adequacy of this Charter annually and submit any proposed revisions to the Board for approval.



3.

Composition of Meetings



a)

The Committee and its membership shall meet all applicable legal, regulatory and listing requirements.

b)

Members of the Committee and the Chairperson shall be appointed by the Board and may be removed by the Board in its discretion.  The Committee will be elected annually at the first Board meeting following the annual general meeting.

c)

The Committee shall be comprised of three or more directors, one of whom shall serve as Chairperson.

d)

Each member of the Committee shall be independent, non-executive director, free from any relationship that, in the opinion of the Board, could reasonably be expected to interfere with the exercise of his or her independence from management, CVV, or the Auditors.

e)

All members of the Committee shall be, or promptly after appointment, shall become financially literate as determined by the Board.  Preferably at least one member of the Committee shall have accounting or related financial management expertise as determined by the Board.

f)

The Committee shall meet, at the discretion of the Chairperson or a majority of its members, as circumstances dictate or as may be required by applicable legal or listing requirement, and a majority of the members of the Committee shall constitute a quorum.

g)

If and whenever a vacancy shall exist, the remaining members of the Committee may exercise all powers and responsibilities so long as quorum remains in office.

h)

Any matters to be determined by the Committee shall be decided by a majority of votes cast at a meeting of the Committee called for such purpose; actions of the Committee may be taken by an instrument or instruments in writing signed by all of the members of the Committee, and such actions shall be effective as though they had been decided by a majority of votes cast at a meeting of the Committee called for such purpose.  In the case of a tie the Chairperson shall have a second or tie-breaking vote.

i)

The Committee shall maintain minutes of meetings and periodically report to the Board on significant results of the Committees activities.

j)

The Committee may invite such other persons to its meetings as it deems appropriate.

k)

The Auditors will have direct access to the Committee on their own initiative.



4.

Responsibilities



A.

With respect to the Interim and Annual Financial Statements, the MD&A, and the AIF



The Committee shall review CVVs interim financial statements for approval of same prior to their being filed with the appropriate regulatory authorities.  The Committee shall review CVVs annual audited financial

69

---

statements and report thereon to prior to their being filed with the appropriate regulatory authorities.  With respect to the annual audited financial statements, the Committee shall discuss significant issues regarding accounting principles, practices, and judgements of Management with Management and the Auditors and when the Committee deems it appropriate to do so.



The Committee shall review Managements Discussion and Analysis relating to annual and interim financial statements, the Annual Information Form and any other public disclosure documents that are required to be reviewed by the Committee under any applicable laws prior to their being filed with the appropriate regulatory authorities.



The Committee shall review Managements earnings releases relating to annual and interim financial statements and any other public disclosure documents that are required to be reviewed by the Committee under any applicable laws prior to their being filed with the appropriate regulatory authorities.



The Committee shall review the post-audit or management letter containing the recommendations of the Auditors and Managements response and subsequent follow-up to any identified weaknesses.



The Committee shall review the evaluation of internal controls by the Auditors, together with Managements response.



The Committee shall meet no less frequently than annually separately with the Auditors and the Chief Financial Officer to review CVVs accounting practices, internal controls and such other matters as the Committee or Chief Financial Officer deems appropriate.



B.

With Respect to the Auditors



The Auditors are ultimately accountable to the Board of Directors.  The Board has the ultimate authority and responsibility to select, evaluate and, where appropriate, replace the Auditors (or nominate the Auditors to be proposed for shareholder approval in any proxy statement).



The Committee shall review the performance of the Auditors.



The Committee shall annually recommend to the Board the appointment of the Auditor, or, as appropriate, the discharge or replacement of the Auditors when circumstances warrant.  The Board will set the compensation for the Auditors.



The Committee shall be responsible for ensuring that the Auditors submit on a periodic basis to the Committee a formal written statement delineating all relationships between the Auditors and CVV.  The Committee is responsible for discussing with the Auditors any disclosed relationships or services that may impact the objectivity and independence of the Auditors and for recommending that the Board take appropriate action in response to the Auditors report to satisfy itself of the Auditors independence.

CVV considers the core services provided by the Auditors to include the annual audit, tax planning and tax compliance.  The Committee shall review any engagements for non-audit services beyond the core services proposed to be provided by the Auditors or any of their affiliates, together with estimated fees, and consider the impact on the independence of the Auditors.

The Committee shall review the Auditors audit plan, including scope, procedures and timing of the audit.



Other Committee Responsibilities



The Committee shall perform any other activities consistent with the Charter and governing law, as the Committee or the Board deems necessary or appropriate including:



Establishing and reviewing CVVs procedures for the receipt, retention and treatment of complaints regarding accounting, financial disclosure, internal controls or auditing matters.



70

---

Establishing and reviewing CVVs procedures for confidential, anonymous submissions by employees regarding questionable accounting, auditing and financial reporting and disclosure matters.



Conducting or authorizing investigations into any matters that the Committee believes is within the scope of its responsibilities.



Making inquiries of management and the Auditors to identify significant business, political, financial and control risks and exposures and assess the steps management has taken to minimize such risk.



Composition of the Audit Committee



The following are members of the audit committee:

Colin Bird, Bernard Barlin and Hubert Marleau



Mr. Bird is an independent member of the audit committee and is financially literate.

With Mr. Birds extensive work history, Mr. Bird has an understanding of internal controls and procedures for financial reporting.



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



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



ITEM 16B:

CODE OF ETHICS



The Company has adopted a code of ethics that applies to the Companys principal executive officer and principal financial officer and will provide to any person without charge, upon request by mail but may also be made by telephone, telecopier or other electronic means of communication, a copy of such code of ethics.  The Board has adopted a Code of Business Conduct and Ethics, a copy of which is attached as an exhibit under Item 19.



ITEM 16C.

PRINCIPAL ACCOUNTANT FEES AND SERVICES



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



|                                      |   |                           |  |   |                          
|------------------------------------- | - | ------------------------- |  | - | -------------------------
|Services                              |   | Year ended April 30, 2006 |  |   | Year ended April 30, 2005
|Audit Services                        | $ | 27,943                    |  | $ | 27,631                   
|Audit  and review  related services | $ | -                         |  | $ | -                        
|Tax Services                          | $ | 8,650                     |  | $ | 6,403                    
|All Other Services                    | $ | -                         |  | $ | 718                      
|                                      | $ | 36,593                    |  | $ | 34,752                   



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

71

---

As 2004 was the first year of the audit committee pre-approval process, only the audit and tax services rendered in the year ended April 30, 2004 were pre-approved by the audit committee.



ITEM 16D.

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES



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



ITEM 16E.

PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS



PART III



ITEM 17.

FINANCIAL STATEMENTS



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



ITEM 18.

FINANCIAL STATEMENTS



Not Applicable



ITEM 19.

EXHIBITS



The following exhibits are filed with this Form 20-F Annual Report for the year ended April 30, 2006:



Exhibit 1:

Consolidated Financial Statements



Cover Sheet

Managements Responsibility for Financial Reporting

Auditors Report dated July 11, 2006 (except for Note 5(k) which is at July 21, 2006).

Consolidated Balance Sheet as at April 30, 2006 and 2005

Consolidated Statements of Changes in Shareholders Equity for the Fiscal Years Ended

April 30, 2006, 2005 and 2004

Consolidated Statements of Loss for the Fiscal Years Ended April 30, 2006, 2005 and 2004

Consolidated Statements of Cash Flows for the Fiscal Years Ended April 30, 2006, 2005 and 2004

Consolidated Schedules of Mineral Property Costs for the Fiscal Years Ended April 30, 2006 and 2005

Notes to Consolidated Financial Statements



Exhibit 2:

Management Discussion and Analysis

Exhibit 3:

CEO Certification of Annual Filings

Exhibit 4:

CFO Certification of Annual Filings

Exhibit 5:

Certification of CEO and CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 6:

CEO Certification pursuant to 18 USC Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 7:

CFO Certification pursuant to 18 USC Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002

Exhibit 8:

CanAlaska Ventures Ltd. Code of Business Conduct and Ethics

Exhibit 9:

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

Exhibit 10:

Notice of Meeting

Exhibit 11:

Information Circular

Exhibit 12:

Proxy

Exhibit 13:

Supplemental Request Form

Exhibit 14:

Annual Report

72

---

SIGNATURES



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



Dated August 25, 2006



CANALASKA VENTURES LTD.







Peter Dasler

President & CEO







Gordon Steblin

Chief Financial Officer





73