EXHIBIT 11





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CanAlaska Ventures Ltd.



2006 ANNUAL GENERAL AND SPECIAL MEETING







2006 Annual General and Special Meeting Materials Attached:



Notice of Meeting



Information Circular



Proxy



Supplemental Mailing List Return Card







The 2006 Annual General and Special Meeting of the shareholders of CanAlaska Ventures Ltd. is being held at 2303 West 41st Avenue, Vancouver, British Columbia, V6M 2A3, on Wednesday, September 20, 2006, at 10:00 a.m.







CanAlaska Ventures Ltd.

2303 West 41stAvenue

Vancouver, British Columbia, V6M 2A3

Telephone: (604) 685-1870 and Facsimile: (604) 685-6550









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CANALASKA VENTURES LTD.

2303 West 41st Avenue

Vancouver, British Columbia  V6M 2A3

Telephone No.:  604-685-1870  Fax No.: 604-685-6550



INFORMATION CIRCULAR

as at July 27, 2006 (except as indicated)



This information circular (Information Circular) is provided in connection with the solicitation of proxies by the management of CANALASKA VENTURES LTD. (the Company) for use at the Annual General and Special Meeting of the shareholders of the Company (the Meeting) to be held on September 20, 2006, at the Companys Executive Office located at 2303 West 41st Avenue, Vancouver, British Columbia, at 10:00 a.m. (Vancouver time) and at any adjournments thereof for the purpose set forth in the enclosed Notice of Annual General and Special Meeting (Notice of Meeting).



The solicitation of proxies is intended to be primarily by mail but may also be made by telephone, telegraph or other electronic means of communication or in person by the directors and officers of the Company.  The cost of such solicitation will be borne by the Company.



APPOINTMENT OF PROXYHOLDER



The individuals named in the accompanying form of proxy are directors and/or officers of the Company.  A SHAREHOLDER WISHING TO APPOINT SOME OTHER PERSON (WHO NEED NOT BE A SHAREHOLDER) TO REPRESENT HIM OR HER AT THE MEETING HAS THE RIGHT TO DO SO, EITHER BY INSERTING SUCH PERSONS NAME IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY OR BY COMPLETING ANOTHER FORM OF PROXY.  Such a shareholder should notify the nominee of his or her appointment, obtain his or her consent to act as proxy and instruct him or her on how the shareholders shares are to be voted.  In any case, the form of proxy should be dated and executed by the shareholder or his/her attorney authorized in writing, or if the shareholder is a company, under its corporate seal, or by an officer or attorney thereof duly authorized.



A proxy will not be valid for the Meeting or any adjournment thereof unless the completed, signed and dated form of proxy is delivered to the office of CIBC Mellon Trust Company, 1600  1066 West Hastings Street, P.O. Box 1900, Vancouver, British Columbia, V6C 3K9, not later than 48 hours (excluding Saturdays, Sundays and holidays) before the commencement of the Meeting.



REVOCATION OF PROXIES



A proxy may be revoked at any time prior to the exercise thereof.  If a person who has given a proxy attends personally at the Meeting at which such proxy is to be voted, such person may revoke the proxy and vote in person.  In addition to revocation in any other manner permitted by law, a shareholder who has given a proxy may revoke it, any time before it is exercised, by instrument in writing executed by the shareholder or by his or her attorney authorized in writing and deposited with CIBC Mellon Trust Company, 1600  1066 West Hastings Street, P.O. Box 1900, Vancouver, British Columbia V6C 3K9, at least 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting.  Where a proxy has been revoked, the shareholder may personally attend at the Meeting and vote his or her shares as if no proxy had been given.



VOTING OF PROXIES



The persons named in the enclosed form of proxy have indicated their willingness to represent, as proxyholders, the shareholders who appoint them.  Each shareholder may instruct his or her proxyholder how to vote his or her shares by completing the blanks in the form of proxy.





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Shares represented by properly executed proxy forms in favour of the persons designated on the enclosed proxy form will be voted or withheld from voting on any poll in accordance with instructions made on the proxy forms, and, if a shareholder specifies a choice as to any matters to be acted on, such shareholders shares shall be voted accordingly.  In the absence of such instructions, the management designees, if named as proxy, will vote in favour of all matters set out thereon.



The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments and variations to matters identified in the Notice of Meeting and with respect to any other matters which may properly come before the Meeting.  At the time of printing this Information Circular, the management of the Company knows of no such amendments, variations or other matters to come before the Meeting.



VOTING BY NON-REGISTERED SHAREHOLDERS



Only registered shareholders or duly appointed proxyholders are permitted to vote at the Meeting.  Most shareholders of the Company are non-registered shareholders because the shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the shares.  More particularly, a person is not a registered shareholder in respect of shares which are held on behalf of that person (the Non-Registered Holder) but which are registered either: (a) in the name of an intermediary (an Intermediary) that the Non-Registered Holder deals with in respect of the shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators  of self-administered RRSPs, RRIFs, RESPs and similar plans); or (b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited (CDS) of which the Intermediary is a participant.  In accordance with the requirements of National Instrument 54-101 of the Canadian Securities Administrators, the Company has distributed copies of the Notice of Meeting, this Information Circular and the Proxy (collectively, the Meeting Materials) to the clearing agencies and Intermediaries for onward distribution to Non-Registered Holders.



Intermediaries are required to forward the Meeting Materials to Non-Registered Holders unless a Non-Registered Holder has waived the right to receive them.  Very often, Intermediaries will use service companies to forward the Meeting Materials to Non-Registered Holders.  Generally, Non-Registered Holders who have not waived the right to receive Meeting Materials will either:



(a)

be given a form of proxy which has already been signed by the Intermediary(typically by facsimile, stamped signature), which is restricted as to the number of shares beneficially owned by the Non-Registered Holder but which is otherwise not completed.  Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the Non-Registered Holder when submitting the proxy.  In this case, the Non-Registered Holder who wishes to submit a proxy should otherwise properly complete the form of proxy and deliver it to the offices of the Company as provided above; or

(b)

more typically, be given a voting instruction form which is not signed by the Intermediary, and which, when properly completed and signed by the Non-Registered Holder and returned to the Intermediary or its service company, will constitute voting instructions (often called a proxy authorization form) which the Intermediary must follow.  Typically, the proxy authorization form will consist of one page pre-printed form.  Sometimes, instead of the one page pre-printed form, the proxy authorization form will consist of a regular printed proxy form accompanied by a page of instructions, which contains a removable label containing a bar code and other information.  In order for the form of proxy to validly constitute a proxy authorization form, the Non-Registered Holder must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and return it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company.









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In either case, the purpose of this procedure is to permit Non-Registered Holders to direct the voting of the shares, which they beneficially own.  Should a Non-Registered Holder who receives one of the above forms wish to vote at the Meeting in person, the Non-Registered Holder should strike out the names of the Management Proxyholders and insert the Non-Registered Holders name in the blank space provided.  In either case, Non-Registered Holders should carefully follow the instructions of their Intermediary, including those regarding when and where the proxy or proxy authorization form is to be delivered.



RECORD DATE



The Company has set the close of business on July 27, 2006, as the record date (the Record Date) for the Meeting.  The common shareholders of record, as at the Record Date, are entitled to receive notice of and to vote at the Meeting unless after that date a shareholder of record transfers his or her shares and the transferee, upon producing properly endorsed certificates evidencing such shares or otherwise establishing that he or she owns such shares, requests at least ten (10) days prior to the Meeting that the transferees name be included in the list of shareholders entitled to vote, in which case such transferee is entitled to vote such shares at the Meeting.



INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON



Management of the Company are soliciting proxies by issuance of the within Information Circular.  As such, all directors and executive officers, their present offices, and their shares beneficially owned in the Company, directly or indirectly are as follows:



|               |                         |                 
|-------------- | ----------------------- | ----------------
|Name           | Office                  | Number of Shares
|               |                         |                 
|Harry Barr     | Chairman and Director   | 256,117(1)      
|Peter Dasler   | President & CEO         | 105,800(2)      
|Bernard Barlin | Director                | Nil             
|Hubert Marleau | Director                | Nil             
|Colin Bird     | Director                | 86,000          
|Gordon Steblin | Chief Financial Officer | 2,381           
|Taryn Downing  | Secretary               | 22,381          



(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.



Other than as specifically discussed in this Information Circular, no director or senior officer, past, present or nominated hereunder, or any associate or affiliate of such persons, or any person on behalf of whom this solicitation is made, has any interest, direct or indirect, in any matter to be acted upon at the Meeting, except that such persons may be directly involved in the normal business of the Meeting or the general affairs of the Company, with the exception that certain directors and officers have been granted stock options.









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VOTING RIGHTS AND PRINCIPAL HOLDERS OF SHARES



The holders of the Companys common shares of record at the Record Date are entitled to vote such shares at the Meeting on the basis of one vote for each common share held.  The Company is authorized to issue unlimited common shares without par value (the shares) of which 77,252,894 shares are issued and outstanding as of the Record Date.



A quorum for the transaction of business at the Meeting shall be two members or proxy holders representing two members or one member and a proxy holder representing another member personally present and holding or representing by proxy not less than 5% of the issued shares.



To the knowledge of the directors and executive officers of the Company, and based upon the Companys review of the records maintained by CIBC Mellon Trust Company and insider reports filed with System for Electronic Disclosure by Insiders (SEDI), as at July 27, 2006, the following shareholders beneficially owned, directly or indirectly, or exercised control or direction over, shares carrying more than 10% of the voting rights attached to all outstanding shares of the Company:



|                                                                              |                       |                            
|----------------------------------------------------------------------------- | --------------------- | ---------------------------
|Shareholder
Name And Address                                                  | Number Of
Shares Held | Percentage Of
Issued Shares
|CDS & Company(1)
25th Esplanade, Box 1038, Station A
Toronto, Ontario M5E 1W5 | 63,800,675(2)         | 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 register of shareholders maintained by the registrar and transfer agent for the Companys shares.



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.



Long Term Incentive Plan (LTIP) means a plan providing compensation intended to motivate 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.



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.









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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 30, 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



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.



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
President & CEO | 470,000                                      | 12.2%                                                 | $0.45                                    | $0.45                                                                                    | Oct 14/10            
|Harry Barr
Chairman          | 500,000                                      | 12.9%                                                 | $0.45                                    | $0.45                                                                                    | Oct 14/10            
|Gordon Steblin
CFO           | 180,000                                      | 4.7%                                                  | $0.45                                    | $0.45                                                                                    | Oct 14/10            









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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                              | 861,250 / 793,250                                                    | $235,625 / $254,375                                                                          
|Harry Barr
Chairman          | 35,000                                    | $7,350                               | 845,865 / 312,500                                                    | $137,768.25 / $31,250                                                                        
|Gordon Steblin
CFO           | 6,000                                     | $900                                 | 229,700 / 112,500                                                    | $33,360 / $11,250                                                                            



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.



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 were cancelled or expired.



Option and SAR Repricings



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



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 $8,103 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.







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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.



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.









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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



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 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.









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MANAGEMENT CONTRACTS



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



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.



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.







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|               |                                                                                                                                                                                                                                                                                               
|-------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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.



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:









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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.



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 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:







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|                      |            |                    |          |               
|--------------------- | ---------- | ------------------ | -------- | --------------
|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.



PARTICULARS OF MATTERS TO BE ACTED UPON



1.

Annual Report and Financial Statements



The Board of Directors have approved all of the information in the Annual Report of the Company, including the audited financial statements for the year ended April 30, 2006.  A copy of the Annual Report, including the audited financial statements, is enclosed with this Information Circular.



2.

Ratification of Acts of Directors



Management of the Company intends to propose a resolution to ratify, confirm and approve all actions, deeds and conduct of the Directors on behalf of the Company since the date of the last Annual Meeting.



3.

Appointment of Auditors



Shareholders of the Company will be asked to vote for the re-appointment of PricewaterhouseCoopers LLP, formerly Staley, Okada & Partners, Chartered Accountants, of Vancouver, British Columbia, as the Company's auditors, to hold office until the next Annual General Meeting of the shareholders, at a remuneration to be fixed by the directors.  Staley, Okada & Partners have been auditors of the Company since April, 2001.



4.

Set the Number of Directors



Management of the Company intends to propose a resolution to set the number of directors at five.



5.

Election of Directors



The size of the Board of Directors is currently four.  Management recommends to increase the board to five.



It is proposed that the below-stated nominees be elected at the Meeting as directors of the Company for the ensuing year.  The persons designated in the enclosed form of proxy, unless instructed otherwise, intend to vote for the election of the nominees listed below to the Board of Directors.  Each Director elected will hold
office until the close of the next Annual General Meeting, or until his successor is duly elected or appointed, unless his office is earlier vacated.







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Management of the Company does not contemplate that any of the nominees will be unable to serve as a Director but, if that should occur for any reason prior to the Meeting, the persons designated in the enclosed form of proxy reserve the right to vote for other nominees in their discretion.



The following table sets out the names of managements nominees for election as directors, all offices in the Company each now holds, each nominees principal occupation, business or employment, the period of time during which each has been a Director of the Company and the number of shares of the Company beneficially owned by each, directly or indirectly, or over which each exercised control or direction, as at July 27, 2006.



|                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                 |                               |                                           
|----------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------- | ------------------------------------------
|Name,
Municipality of
Residence and
Position Held           | Principal Occupation
for the Past Five Years                                                                                                                                                                                                                                                                                                                                                                                    | Director
of the
Company Since | Shares
Beneficially
Owned or
Controlled(1)
|Harry Barr(3)(4)
Vancouver, BC, Canada

Chairman &
Director | Chairman & COO (2004-present), Director (1985-present), President and CEO (1985-2004) of CanAlaska Ventures Ltd.; Chairman (1999-present), Director (1985-present), President and CEO (1985-1999) of Freegold Ventures Limited; President (2003-2006), Chairman and CEO (2006-present) and Director (1999-present) of El Nino Ventures Inc.; and President, CEO and Director (1996-present) of Pacific North West Capital Corp. | 1985                          | 256,117(6)                                
|Bernard Barlin(2)(3)(4)(5)
Hampshire, UK

Director          | Director (1989-present) of CanAlaska Ventures Ltd.; Director (1989-present) of Freegold Ventures Limited; Director (2000present) of Pacific North West Capital Corp.; and Director (2004-present) of El Nino Ventures Inc.                                                                                                                                                                                                     | 1989                          | Nil                                       
|Colin Bird(2)(5)
Cambridge, UK

Director                    | Managing Director of Lion Mining Finance Ltd. (1995present); President & Director of MIT Ventures Corp. (1996present) and Director of various other mining companies.                                                                                                                                                                                                                                                         | 1996                          | 86,000                                    
|Hubert Marleau(2)(3)(4)(5)
Montreal, Canada

Director       | President & CEO of Palos Capital Corp. (1998-present); Director of Freegold Ventures Limited (1996-present); Chairman of Marleau, Lemire Inc. (1989-1998) and Director of several other companies.                                                                                                                                                                                                                              | 1996                          | Nil                                       
|Peter Dasler
Ladner, BC, Canada

Proposed Director          | Vice President, Business Development (2003-present) of Pacific North West Capital Corp.; President and CEO (2004-present) of CanAlaska Ventures Ltd.                                                                                                                                                                                                                                                                            | Nominated                     | 105,800(7)                                



Notes:

(1)

This information has been furnished by the respective Directors.

(2)

Denotes member of the Audit Committee.

(3)

Denotes member of the Compensation Committee

(4)

Denotes member of the Corporate Governance Committee

(5)

Unrelated director

(6)

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.

(7)

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



Harry Barr, Bernard Barlin, and Colin Bird are also Directors of Freegold Ventures Limited and as members of the Board of Directors of such company, one of them will be empowered to vote the shares of Freegold Ventures Limited.



Harry Barr and Bernard Barlin are also Directors of Pacific North West Capital Corp. and as members of the Board of Directors of such company, one of them will be empowered to vote the shares of Pacific North West Capital Corp.









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14





6.

Amendment to Stock Option Plan



Disinterested 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.



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, 7,693,165 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 | - | 7,693,165
|Unallocated shares available for future grants of incentive stock options    | - | 486,254  
|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.



7.

Amendments to Stock Options Granted to Insiders



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.



8.

Approval of Performance Shares



At the meeting, 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.







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9.

Name Change

At the Meeting, Management will ask the shareholders to approve, by special resolution, that:



(a)

the name of the Company be changed 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;

(b)

the Notice of Articles of the Company be altered accordingly;

(c)

subject to paragraph (d) below, the solicitors for the Company are authorized and directed to prepare and electronically file the Notice of Alteration with the Registrar of Companies; and

(d)

the Notice of Alteration shall not be filed with the Registrar of Companies unless and until this resolution has been received for deposit at the Company's record office.



PARTICULARS OF OTHER MATTERS TO BE ACTED UPON



The Company will consider and transact such other business as may properly come before the meeting or any adjournment.  The management of the Company know of no other matters to come before the meeting other than those referred to in the notice of meeting.  Should any other matters properly come before the meeting the shares represented by the proxy solicited hereby will be voted on such matter in accordance with the best judgement of the persons voting by proxy.



ADDITIONAL INFORMATION



Additional information relating to the Company is available concerning the Company and its operations on SEDAR at www.sedar.com.  Financial information concerning the Company is provided in its comparative financial statements and managements discussion and analysis for the Companys most recently completed financial year.  Copies of this information are available either on SEDAR or by contacting the Company at its offices located at 2303 West 41st Avenue, Vancouver, British Columbia V6M 2A3; phone 604-685-1870; fax 604-685-6550.



BOARD APPROVAL



The contents of this Information Circular have been approved and its mailing has been authorized by the Board of Directors of the Company.



OTHER BUSINESS



Management of the Company is not aware of any matter to come before the Meeting other than the matters referred to in the Notice of the Meeting.  However, if any other matter properly comes before the Meeting, the accompanying form of proxy confers discretionary authority to vote with respect to amendments or variations to matters identified in the Notice of the Meeting and with respect to other matters that properly may come before the Meeting.



Dated this 24th day of August, 2006.



ON BEHALF OF THE BOARD OF DIRECTORS



Harry Barr



Harry Barr

Chairman







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SCHEDULE A

CANALASKA VENTURES LTD.

CODE OF BUSINESS CONDUCT AND ETHICS



THIS CODE APPLIES TO EVERY DIRECTOR, OFFICER (INCLUDING OUR CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO)), AND EMPLOYEE OF CANALASKA VENTURES LTD. (THE COMPANY).  THE TERM EMPLOYEE INCLUDES ANY INDIVIDUAL THAT IS PAID ON THE COMPANY PAYROLL.



To further the Companys fundamental principles of honesty, loyalty, fairness and forthrightness, we have established this Code of Business Conduct and Ethics (this Code).  Our Code strives to deter wrongdoing and promote the following objectives:



1.

Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

2,

Full, fair, accurate, timely and transparent disclosure;

3.

Compliance with the applicable government and self-regulatory organization laws, rules and regulations;

4.

Prompt internal reporting of Code violations; and

5.

Accountability for compliance with the Code.



Below, we discuss situations that require application of our fundamental principles and promotion of our objectives.  If there is a conflict between this Code and a specific procedure you should consult the CEO, or another officer as may be designated by the CEO from time to time for guidance.  The CEO, in the event of a conflict between this Code and any such procedure, or for any other guidance in respect of this Code absent a specific referral herein, should consult the Chairman of the Audit Committee of the Board of Directors.



ACCOUNTABILITY FOR COMPLIANCE WITH THE CODE



Each of the Companys directors, officers and employees is expected to:



Understand.  The Company expects you to understand the requirements of your position including company expectations and governmental rules and regulations that apply to your position.



Comply.  The Company expects you to comply with this Code and all applicable laws, rules and regulations.



Report.  The Company expects you to report any violation of this Code of which you become aware.



Be Accountable.  The Company holds you accountable for complying with this Code.



ACCOUNTING POLICIES



The Company and each of its subsidiaries will make and keep books, records and accounts, which in reasonable detail accurately and fairly present the transactions and disposition of the assets of the Company.



All directors, officers, employees and other persons are prohibited from directly or indirectly falsifying or causing to be false or misleading any financial or accounting book, record or account.  You and others are expressly prohibited from directly or indirectly manipulating an audit, and from destroying or tampering with any record, document or tangible object with the intent to obstruct a pending or contemplated audit, review or federal investigation.  The commission of, or participation in, one of these prohibited activities or other illegal conduct will subject you to government penalties, as well as punishment of up to and including termination of employment.







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No director, officer or employee of the Company may directly or indirectly;



-

Make or cause to be made a materially false or misleading statement, or

-

Omit to state, or cause another person to omit to state, any material fact necessary to make statements made not misleading



in connection with the audit of financial statements by independent accountants, the preparation of any required reports whether by independent or internal accountants, or any other work which involves or relates to the filing of a document with the U.S. Securities and Exchange Commission (SEC) or applicable Canadian securities regulatory authorities.



AMENDMENTS AND MODIFICATIONS OF THIS CODE



There shall be no amendment or modification to this Code except by a vote of the Board of Directors or a designated board committee that will ascertain whether an amendment or modification is appropriate.



In case of any amendment or modification of this Code that applies to an officer or director of the Company, the amendment or modification shall be posted on the Companys website within two days of the board vote or shall be otherwise disclosed as required by applicable law or TSX Venture Exchange rules.  Notice posted on the website shall remain there for a period of 12 months and shall be retained in the Companys files as required by law.



ANONYMOUS REPORTING



If you wish to report a suspected violation of this Code anonymously, you may call the Chairman of the Audit Committee of the Board of Directors.  You do not have to reveal your identity in order to make a report.  If you do reveal your identity, it will not be disclosed by the Chairman of the Audit Committee unless disclosure is unavoidable during an investigation.



ANTI-BOYCOTT AND U.S. SANCTIONS LAWS



The Company must comply with anti-boycott laws, which prohibit it from participating in, and require us to report to the authorities any request to participate in, a boycott of a country or businesses within a country.  If you receive such a request, report it to the CEO.  We will also not engage in business with any government, entity, organization or individual where doing so is prohibited by applicable laws.  For more information on these laws contact CEO who will consult with or refer you to the appropriate Company legal representatives.



ANTITRUST AND FAIR COMPETITION LAWS



The purpose of antitrust laws in Canada, the United Statesand most other countries is to provide a level playing field to economic competitors and to promote fair competition.  No director, officer or employee, under any circumstances or in any context, may enter into any understanding or agreement, whether express or implied, formal or informal, written or oral, with an actual or potential competitor, which would illegally limit or restrict in any way either partys actions, including the offers of either party to any third party.  This prohibition includes any action relating to prices, costs, profits, products, services, terms or conditions of sale, market share or customer or supplier classification or selection.



It is our policy to comply with all Canadian, U. S. and all other applicable antitrust laws.  This policy is not to be compromised or qualified by anyone acting for or on behalf of our Company.  You must understand and comply with the antitrust laws as they may bear upon your activities and decisions.  Anti-competitive behavior in violation of antitrust laws can result in criminal penalties, both for you and for the Company.  Accordingly,



2





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any question regarding compliance with antitrust laws or your responsibilities under this policy should be directed to the Designated Officer.  Any director, officer or employee found to have knowingly participated in violating the antitrust laws will be subject to disciplinary action, up to and including termination of employment.



Below are some scenarios that are prohibited and scenarios that could be prohibited to antitrust reasons.  These scenarios are not an exhaustive list of all prohibited and possibly prohibited antitrust conduct.  When in doubt about any situation, whether it is discussed below or not, you should consult with the Designated Officer.



The following scenarios are prohibited for antitrust or anti-competition reasons:



-

Proposals or agreements or understandingsexpress or implied, formal or informal, written or oralwith any competitor regarding any aspect of competition between the Company and the competitor for sales to third parties.

-

Proposals or agreements or understandings with customers which restrict the price or other terms at which the customer may resell or lease any product or service to a third party.

-

Proposals or agreements or understandings with suppliers which restrict the price or other terms at which the Company may resell or lease any product or service to a third party.



The following business arrangements could raise anti-competition or antitrust law issues.  Before entering into them, you must consult with the Designated Officer:



-

Exclusive arrangements for the purchase or sale of products or services.

-

Bundling of goods and services.

-

Technology licensing agreements that restrict the freedom of the license or licensor.

-

Agreements to add an employee of the Company to another entitys Board of Directors.



BRIBERY



You are strictly forbidden from offering, promising or giving money, gifts, loans, rewards, favors or anything of value to any governmental official, employee, agent or other intermediary which is prohibited by law.  Those paying a bribe may subject the Company and themselves to civil and criminal penalties.  When dealing with government customers or officials, no improper payments will be tolerated.  If you receive any offer of money or gifts that is intended to influence a business decision, it should be reported to your supervisor or the CEOimmediately.



The Company prohibits improper payments in all of its activities, whether these activities are with governments or in the private sector.



COMPLIANCE WITH LAWS, RULES AND REGULATIONS



The Companys goal and intention is to comply with the laws, rules and regulations by which we are governed.  In fact, we strive to comply not only with requirements of the law but also with recognized compliance practices.  All illegal activities or illegal conduct are prohibited whether or not they are specifically set forth in this Code.



Where law does not govern a situation or where the law is unclear or conflicting, you should discuss the situation with your supervisor and management should seek advice from the CEO, who will consult with or refer you  to the appropriate Company legal representatives.  Business should always be conducted in a fair and forthright manner. Directors, officers and employees are expected to act according to high ethical standards.



3





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COMPUTER AND INFORMATION SYSTEMS



For business purposes, officers and employees are provided telephones and computer workstations and software, including network access to computing systems such as the Internet and e-mail, to improve personal productivity and to efficiently manage proprietary information in a secure and reliable manner.  You must obtain the permission fromthe CEO to install any software on any Company computer or connect any personal laptop to the Company network.  As with other equipment and assets of the Company, we are each responsible for the appropriate use of these assets.  Except for limited personal use of the Companys telephones and computer/e-mail, such equipment may be used only for business purposes.  Officers and employees should not expect a right to privacy of their e-mail or Internet use.  All e-mails or Internet use on Company equipment may be subject to monitoring by the Company.



CONFIDENTIAL INFORMATION BELONGING TO OTHERS



You must respect the confidentiality of information, including, but not limited to, trade secrets and other information given in confidence by others, including but not limited to partners, suppliers, contractors, competitors or customers, just as we protect our own confidential information. However, certain restrictions about the information of others may place an unfair burden on the Companys future business.  For that reason, directors, officers and employees should coordinate with the CEO to ensure appropriate agreements are in place prior to receiving any confidential third-party information.  These agreements must reflect a balance between the value of the information received on the one hand and the logistical and financial costs of maintaining confidentiality of the information and limiting the Companys business opportunities on the other.  In addition, any confidential information that you may possess from an outside source, such as a previous employer, must not, so long as such information remains confidential, be disclosed to or used by the Company.  Unsolicited confidential information submitted to the Company should be refused, returned to the sender where possible and deleted, if received via the Internet.



CONFIDENTIAL AND PROPRIETARY INFORMATION



It is the Companys policy to ensure that all operations, activities and business affairs of the Company and our business associates are kept confidential to the greatest extent possible.  Confidential information includes all non-public information that might be of use to competitors, or that might be harmful to the Company or its customers if disclosed.  Confidential and proprietary information about the Company or its business associates belongs to the Company, must be treated with strictest confidence and is not to be disclosed or discussed with others.



Unless otherwise agreed to in writing, confidential and proprietary information includes any and all methods, inventions, improvements or discoveries, whether or not patentable or copyrightable, and any other information of a similar nature disclosed to the directors, officers or employees of the Company or otherwise made known to the Company as a consequence of or through employment or association with the Company (including information originated by the director, officer or employee).  This can include, but is not limited to, information regarding the Companys business, products, processes, and services.  It also can include information relating to research, development, inventions, trade secrets, intellectual property of any type or description, data, business plans, marketing strategies, engineering, contract negotiations and business methods or practices.



The following are examples of information that is not considered confidential:



-

Information that is in the public domain to the extent it is readily available;

-

Information that becomes generally known to the public other than by disclosure by the Company or a director, officer or employee; or



4





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-

Information you receive from a party that is under no legal obligation of confidentiality with the Company with respect to such information.



We have exclusive property rights to all confidential and proprietary information regarding the Company or our business associates.  The unauthorized disclosure of this information could destroy its value to the Company and give others an unfair advantage.  You are responsible for safeguarding Company information and complying with established security controls and procedures.  All documents, records, notebooks, notes, memoranda and similar repositories of information containing information of a secret, proprietary, confidential or generally undisclosed nature relating to the Company or our operations and activities made or compiled by the director, officer or employee or made available to you prior to or during the term of your association with the Company, including any copies thereof, unless otherwise agreed to in writing, belong to the Company and shall be held by you in trust solely for the benefit of the Company, and shall be delivered to the Company by you on the termination of your association with us or at any other time we request.



CONFLICTS OF INTEREST



Conflicts of interest can arise in virtually every area of our operations.  A conflict of interest exists whenever an individuals private interests interfere or conflict in any way (or even appear to interfere or conflict) with the interests of the Company.  We must strive to handle in an ethical manner any actual or apparent conflicts of interest between personal and professional relationships.  We must each make decisions solely in the best interest of the Company.  Any business, financial or other relationship with suppliers, customers or competitors that might impair or appear to impair the exercise of our judgment solely for the benefit of the Company is prohibited.



Here are some examples of conflicts of interest:



Family Members.Actions of family members may create a conflict of interest.  For example, gifts to family members by a supplier of the Company are considered gifts to you and must be reported.  Doing business for the Company with organizations where your family members are employed or that are partially or fully owned by your family members or close friends may create a conflict or the appearance of a conflict of interest.  For purposes of the Code family members include any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, and adoptive relationships.



Gifts, Entertainment, Loans, or Other Favors.Directors, officers and employees shall not seek or accept personal gain, directly or indirectly, from anyone soliciting business from, or doing business with the Company, or from any person or entity in competition with us.  Examples of such personal gains are gifts, non-business-related trips, gratuities, favors, loans, and guarantees of loans, excessive entertainment or rewards.   However, you may accept gifts of a nominal value.  Other than common business courtesies, directors, officers, employees and independent contractors must not offer or provide anything to any person or organization for the purpose of influencing the person or organization in their business relationship with us.



Directors, officers and employees are expected to deal with advisors or suppliers who best serve the needs of the Company as to price, quality and service in making decisions concerning the use or purchase of materials, equipment, property or services.  Directors, officers and employees who use the companys advisors, suppliers or contractors in a personal capacity are expected to pay market value for materials and services provided.



Outside Employment.Officers and employees may not participate in outside employment, self-employment, or serve as officers, directors, partners or consultants for outside organizations, if such activity:



1.

reduces work efficiency;

2.

interferes with your ability to act conscientiously in our best interest; or



5





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3.

requires you to utilize our proprietary or confidential procedures, plans or techniques.



You must inform your supervisor of any outside employment, including the employers name and expected work hours.



Reporting Conflicts of Interest or Potential Conflicts of Interest.



You should report any actual or potential conflict of interest involving yourself or others of which you become aware to your supervisor or CEO.  Officers should report any actual or potential conflict of interest involving yourself or others of which you become aware to theAudit Committee of the Board of Directors.  Directors should report any actual or potential conflict of interest involving yourself or others of which you become aware to the Chairman of the Audit Committeeof the Board of Directors.



CORPORATE COMMUNICATIONS



See Investor Relations and Public Affairs.



CORPORATE OPPORTUNITIES AND USE AND PROTECTION OF COMPANY ASSETS



You are prohibited from:



-

taking for yourself, personally, opportunities that are discovered through the use of Company property, information or position;

-

using Company property, information or position for personal gain; or

-

competing with the Company.



You have a duty to the Company to advance its legitimate interests when the opportunity to do so arises.



You are personally responsible and accountable for the proper expenditure of Company funds, including money spent for travel expenses or for business entertainment.  You are also responsible for the proper use of property over which you have control, including both Company property and funds and property that has been entrusted to your custody.  Company assets must be used only for proper purposes.



Company property should not be misused.  Company property may not be sold, loaned or given away regardless of condition or value, without proper authorization.  Each director, officer and employee should protect our assets and ensure their efficient use.  Theft, carelessness and waste have a direct impact on the Companys profitability.  Company assets should be used only for legitimate business purposes.



DISCIPLINE FOR NONCOMPLIANCE WITH THIS CODE



Disciplinary actions for violations of this Code of Business Conduct and Ethics can include oral or written reprimands, suspension or termination of employment or a potential civil lawsuit against you.

The violation of laws, rules or regulations, which can subject the Company to fines and other penalties, may result in your criminal prosecution.



DISCLOSURE POLICIES AND CONTROLS



The continuing excellence of the Companys reputation depends upon our full and complete disclosure of important information about the Company that is used in the securities marketplace.  Our financial and non-financial disclosures and filings with the SEC and applicable Canadian securities regulatory authorities must be transparent, accurate and timely.  Proper reporting of reliable, truthful and accurate information is a
complex process involving cooperation among many of us.  We must all work together to insure that reliable, truthful and accurate information is disclosed to the public.





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The Company must disclose to the SEC, applicable Canadian securities regulatory authorities, current security holders and the investing public information that is required, and any additional information that may be necessary to ensure the required disclosures are not misleading or inaccurate.  The Company requires you to participate in the disclosure process, which is overseen by the CEO and CFO.  The disclosure process is designed to record, process, summarize and report material information as required by all applicable laws, rules and regulations.  Participation in the disclosure process is a requirement of a public company, and full cooperation and participation by the CEO and CFO and, upon request, other managers and employees in the disclosure process is a requirement of this Code.



Officers and employees must fully comply with their disclosure responsibilities in an accurate and timely manner (within the guidelines of applicable securities regulatory authorities) or be subject to discipline of up to and including termination of employment.



ENVIRONMENT, HEALTH AND SAFETY



The Company is committed to managing and operating our assets in a manner that is protective of human health and safety and the environment.  It is our policy to comply, in all material respects, with applicable health, safety and environmental laws and regulations.  Each employee is also expected to comply with our policies, programs, standards and procedures.



FAIR DEALING WITH OTHERS



No director, officer or employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice.



FILING OF GOVERNMENT REPORTS



Any reports or information provided, on our behalf, to federal, provincial, territorial, state, local or foreign governments should be true, complete and accurate.  Any omission, misstatement or lack of attention to detail could result in a violation of the reporting laws, rules and regulations.



INSIDER TRADING OR TIPPING



Directors, officers and employees who are aware of material, non-public information from or about the Company (an insider), are not permitted, directly or through family members or other persons or entities, to:



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Buy or sell securities (or derivatives relating to such securities) of the Company, including transfers in or out of the stock funds in the Employee Savings Plan (other than pursuant to a pre-approved trading plan that complies with the SEC Rule 10b5-1), or

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Pass on, tip or disclose material, nonpublic information to others outside the Company including family and friends.



Such buying, selling or trading of securities may be punished by discipline of up to and including termination of employment; civil actions, resulting in penalties of up to three times the amount of profit gained or loss avoided by the inside trade or stock tip; or criminal actions, resulting in fines and jail time.  Any questions concerning the above and as to whether communication of particular information is permissible should be referred to the CEO.



Examples of information that may be considered material, non-public information in some circumstances are:



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Undisclosed annual, quarterly or monthly financial results, a change in earnings or earnings projections, or unexpected or unusual gains or losses in major operations;

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Undisclosed negotiations and agreements regarding mergers, concessions, joint ventures, acquisitions, divestitures, business combinations or tender offers;

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Undisclosed drilling results or reserve or resource calculations;

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Undisclosed major management changes;

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A substantial contract award or termination that has not been publicly disclosed;

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A major lawsuit or claim that has not been publicly disclosed;

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Undisclosed information about public or private financings, or decisions concerning matters such as dividends or stock splits;

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An undisclosed filing of a bankruptcy petition by the Company or a significant subsidiary;

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Information that is considered confidential; and

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Any other undisclosed information that could affect our share price.



This list is illustrative only and is not intended to provide a comprehensive list of circumstances that could give rise to material information.  If you have any question as to whether particular information is material, consult with the CEO or the CFO, who will consult with legal counsel as appropriate.



Non-Public Information



Information concerning the Company is considered nonpublic if it has not been disseminated in a manner making it available to investors generally.  If you have any questions as to whether particular information has been so disseminated, consult with the CEO or the CFO, who will consult with legal counsel as appropriate.



Another Companys Securities.



The same policy also applies to securities issued by another company if you have acquired material, public information relating to such company in the course of your employment or affiliation with the Company.



Trades Following Disclosure.



When material information has been publicly disclosed, each insider must continue to refrain from buying or selling the securities in until after the information has been publicly released to allow the markets time to absorb the information.





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INVESTOR RELATIONS AND PUBLIC AFFAIRS



It is very important that the information disseminated about the Company be both accurate and consistent.  For this reason, the CEO, CFO and Manager, Investor Relations are responsible for:  (i) the Companys internal and external communications; (ii) public communications with stockholders, analysts and other interested members of the financial community; and (iii) communication with spokespersons in both routine and crisis situations.



NON-RETALIATION FOR REPORTING



In no event will the Company take or threaten any action against you as a reprisal or retaliation for making a complaint or disclosing or reporting information in good faith.  However, if a reporting individual was involved in improper activity the individual may be appropriately disciplined even if he or she was the one who disclosed the matter to the Company.  In these circumstances, we may consider the conduct of the reporting individual in reporting the information as a mitigating factor in any disciplinary decision.



We will not allow retaliation against any employee for reporting a possible violation of this Code in good faith.  Retaliation for reporting a federal offense is illegal under federal law and prohibited under this Code.  Retaliation for reporting any violation of a law, rule or regulation or a provision of this Code is prohibited.  Retaliation will result in discipline up to and including termination of employment and may also result in criminal prosecution.



POLITICAL CONTRIBUTIONS



You must refrain from making any use of Company, personal or other funds or resources on behalf of the Company for political or other purposes which are improper or prohibited by the applicable federal, provincial, territorial, state, local or foreign laws, rules or regulations.  Company contributions or expenditures in connection with election campaigns will be permitted only to the extent allowed by federal, provincial, territorial, state, local or foreign election laws, rules and regulations.



You are encouraged to participate actively in the political process.  We believe that individual participation is a continuing responsibility of those who live in a free country.



PROHIBITED SUBSTANCES



We have policies prohibiting the use of alcohol, illegal drugs or other prohibited items, including legal drugs which affect the ability to perform ones work duties, while on Company premises.  We also prohibit the possession or use of alcoholic beverages, firearms, weapons or explosives on our property unless authorized by the Designated Officer.  You are also prohibited from reporting to work while under the influence of alcohol or illegal drugs.



PUBLIC AFFAIRS



See Investor Relations and Public Affairs.



RECORD RETENTION



We have document retention policies to establish retention periods for records created or received in the normal course of business.  A record is any information, regardless of physical format, which has been created or received in the transaction of the Companys business.  Physical format of a record includes hard copy, electronic, magnetic tape, disk, audio, video, optical image, etc.  Each corporate department is responsible for
the maintenance, retrieval, transfer, and destruction of its records in accordance with the established filing procedures, records retention schedules and procedures.



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The alteration, destruction or falsification of corporate documents or records may constitute a criminal act.  Destroying or altering documents with the intent to obstruct a pending or anticipated official government proceeding is a criminal act and could result in large fines and a prison sentence of up to 20 years.  Document destruction or falsification in other contexts can result in a violation of the federal securities laws or the obstruction of justice laws.



Before any destruction of any documents or records, you must consult the Companys document retention procedures.  You are required to review, follow and abide by the terms of those procedures.  If the procedure is not clear, questions arise, or there is a pending or anticipated official proceeding, then the CEO  must approve any document destruction.



RELATIONS AMONG EMPLOYEES:  RESPECT AND CONTRIBUTION



We function as a team.  Your success as part of this team depends on your contribution and ability to inspire the trust and confidence of your coworkers and supervisors.  Respect for the rights and dignity of others and a dedication to the good of our Company are essential.



A cornerstone of our success is the teamwork of our directors, officers and employees.  We must each respect the rights of others while working as a team to fulfill our objectives.  To best function as part of a team, you must be trustworthy and dedicated to high standards of performance.  The relationships between business groups also require teamwork.



To facilitate respect and contribution among employees, we have implemented the following employment policies:



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To hire, pay and assign work on the basis of qualifications and performance;

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Not to discriminate on the basis of race, religion, ethnicity, national origin, color, gender, age, citizenship, veterans status, marital status or disability;

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To attract and retain a highly talented workforce;

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To encourage skill growth through training and education and promotional opportunities;

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To encourage an open discussion between all levels of employees and to provide an opportunity for feedback from the top to the bottom and from the bottom to the top;

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To prohibit any sexual, physical, verbal or any other kind of harassment by others while an employee is on the job;

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To make the safety and security of our employees while at Company facilities a priority;

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To recognize and reward additional efforts that go beyond our expectations; and

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To respect all workers rights to dignity and personal privacy by not disclosing employee information, including protected health information, unnecessarily.



REPORTING OF CODE VIOLATIONS



You should be alert and sensitive to situations that could result in actions that might violate federal, state, or local laws or the standards of conduct set forth in this Code.  If you believe your own conduct or that of a fellow employee may have violated any such laws or this Code, you have an obligation to report the matter.



Generally, you should raise such matters first with an immediate supervisor.  However, if you are not comfortable bringing the matter up with your immediate supervisor, or do not believe the supervisor has dealt with the matter properly, then you should raise the matter with CEO or the CFO or, if a law, rule or regulation is in question, then consult with the CEO or the CFO, who will consult with or refer you to the appropriate
Company legal representatives.  The most important point is that possible violations should be reported and we support all means of reporting them.





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Directors and officers should report any potential violations of this Code to the Audit Committee of the Board of Directors.



WAIVERS



There shall be no waiver of any part of this Code for any director or officer except by a vote of the Board of Directors or a designated board committee that will ascertain whether a waiver is appropriate under all the circumstances.  In case a waiver of this Code is granted to a director or officer, the notice of such waiver shall be posted on our website within five days of the Board of Directors vote or shall be otherwise disclosed as required by applicable law or Stock Exchange rule.  Notices posted on our website shall remain there for a period of 12 months and shall be retained in our files as required by law.



A waiver for a specific event arising under the Conflicts of Interest section of this Code may be granted to an employee that is not a director or officer on the approval of two of the following officers:  the CEO and one of the Board of Directors.  No other waivers of this Code are permitted.



CONCLUSION



This Code is an attempt to point all of us at the Company in the right direction, but no document can achieve the level of principled compliance that we are seeking.  In reality, each of us must strive every day to maintain our awareness of these issues and to comply with the Codes principles to the best of our abilities.  Before we take an action, we must always ask ourselves:



Does it feel right?

Is this action ethical in every way?

Is this action in compliance with the law?

Could my action create an appearance of impropriety?

Am I trying to fool anyone, including myself, about the propriety of this action?



If an action would elicit the wrong answer to any of these questions, do not take it.  We cannot expect perfection, but we do expect good faith.  If you act in bad faith or fail to report illegal or unethical behavior, then you will be subject to disciplinary procedures.  We hope that you agree that the best course of action is to be honest, forthright and loyal at all times.



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CERTIFICATE OF ETHICS FOR THE CHIEF EXECUTIVE OFFICER

AND THE CHIEF FINANCIAL OFFICER



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



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



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



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



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



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



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



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



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



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



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



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







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Peter Dasler



Peter Dasler, Chief Executive Officer





Gordon Steblin



Gordon Steblin, Chief Financial Officer







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