CanAlaska Uranium Ltd. – MD&A April 30, 2012
Page 1 of 26
 EXHIBIT 14.1









CanAlaska Uranium Ltd.


CVV - TSX   CVVUF - OTCBB   DH7N – Frankfurt





Management Discussion and Analysis


For the Fourth Quarter and Year Ended


April 30, 2012





Dated July 30, 2012





For further information on the Company reference should be made to the Company’s public filings which are available on SEDAR. Information is also available at the Company’s website www.canalaska.com. The following information is prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the IASB and denominated in Canadian dollars, unless otherwise noted. This MD&A should be read in conjunction with the Company’s audited consolidated financial statements for the year ended April 30, 2012.




Table of Contents:





1.
OVERVIEW OF THE COMPANY AND OUTLOOK
22.
MILESTONES AND PROJECT UPDATES
33.
FINANCIAL POSITION
134.
EXPENDITURES REVIEW
175.
CASHFLOW REVIEW
186.
OTHER MATTERS
197.
QUARTERLY AND ANNUAL FINANCIAL INFORMATION
25




This MD&A contains forward-looking information. Refer to Section 6 “Forward-Looking Statements” and “Risks Factors” for a discussion of the risks, uncertainties and assumptions relating to such information.









CanAlaska Uranium Ltd. – MD&A April 30, 2012
Page 2 of 26




1.           OVERVIEW OF THE COMPANY





ü
Exploration expenditures of $5.6 million ($7.6 million net of $2.0 million from reimbursements from partners and impairments) for year ended April 30, 2012 in the Athabasca Basin


ü
$1.3 million in funding provided from our Japanese partners for the West McArthur project (section 2.2.2)


ü
Over 20 projects covering 926,000 hectares focused on Uranium (section 1.1)


ü
Cash resources of $4.4 million (as at April 30, 2012)


ü
22,058,136 common shares issued and outstanding (July 25, 2012)


ü
Over 12,434 metres drilled in fiscal 2012


-
Cree East (6,012 metres)


-
West McArthur (6,422 metres)





Due to increasingly difficult market conditions facing junior uranium exploration, the Company’s management is evaluating its priorities and taking steps to streamline non-discretionary expenditures. The recoverability of the amounts shown for mineral properties and related deferred costs is dependent upon the existence of economically recoverable mineral reserves, the ability of the Company to obtain the necessary financing to complete the development, and upon future profitable production or proceeds from disposition of the mineral properties. Due to increasingly difficult market conditions facing junior uranium exploration companies there is no assurance that the Company will be successful in raising additional financing. From time to time, the Company will evaluate new properties and direct activities to these based on the Board of Director’s evaluation of financial and market considerations at the time.





1.1           Profile and Strategy


The Company is an exploration stage company engaged in the acquisition and exploration of mineral properties, principally in Canada. The Company aims to acquire and advance its projects to a stage where they can be exploited at a profit or it can arrange joint ventures, whereby other companies provide funding for development and exploitation. The Company’s principal focus for the past seven years has been the exploration for high-grade uranium deposits in the Athabasca Basin area of Saskatchewan. As of July 25, 2012, the Company had 22,058,136 shares outstanding with a total market capitalization of $5.6 million. The Company’s shares trade on the Toronto Stock Exchange (“CVV”) and are quoted on the OTCBB in the United States (“CVVUF”) and the Frankfurt Stock Exchange (“DH7N”).





Table 1: Canadian Land Position SummaryProperty / Project Name
2012 Notes
HectaresAlberta

76,000Arnold

14,000BC Copper (BC property)
Option with private third party
25,000Carswell

29,000Collins Bay Extension
Option with Bayswater Uranium
39,000Cree East
Ventured with Korean Consortium
56,000Cree West

13,000Fond Du Lac
Option with Fond Du Lac Denesuline
17,000Grease River

38,000Helmer

52,000Hodgson

25,000Kasmere
Awaiting licence
267,000Key

3,000Lake Athabasca

44,000McTavish

1,000Moon

4,000NW Manitoba

144,000Poplar

37,000Waterbury

6,000West McArthur
Ventured with Mitsubishi
36,000TOTAL
20 Projects
926,000




In the Athabasca region of Saskatchewan, the Company controls an exploration portfolio of 19 large projects totalling over 3,479 square miles (901,000 hectares) and has a land position that rivals the combined holdings of established uranium producing giants Cameco Corporation and Areva. The Company has built a strong in-house exploration team and has established strategic exploration funding relationships with MC Resources Canada, a wholly owned subsidiary of Japan’s Mitsubishi Corporation Ltd. (“Mitsubishi”) (on the West McArthur property), with a Korean Consortium comprised of Hanwha Corp., Korea Resources Corp. (“KORES”), Korea Electric Power Corporation (“KEPCO”), and SK Networks Co. Ltd. (on the Cree East property).




In addition, CanAlaska has entered into option agreements on Fond Du Lac and Collins Bay Extension projects with other third-parties through which the Company has committed to undertake and fund the exploration work. CanAlaska plans to actively market other projects to potential partners.




CanAlaska’s commitment to the Athabasca has also resulted in its building strong ties with the local First Nations communities. The Company obtained approval from the communities of Fond Du Lac to undertake exploration on their reserve lands under the official sanction of Indian and Northern Affairs Canada (“INAC”). In achieving this, CanAlaska has the distinction of becoming the first company to undertake uranium exploration on First Nations’ reserve territory in Saskatchewan in over twenty-five years. CanAlaska’s record of operational safety and environmental compliance were recognized as key contributing factors during the lengthy review and approval process.


CanAlaska Uranium Ltd. – MD&A April 30, 2012
Page 3 of 26


The Company’s exploration activities have been managed through CanAlaska offices maintained in Vancouver, BC (Head Office), Saskatoon, SK (Field Support Office), and La Ronge, SK (Equipment Warehouse).




The Company believes that the fundamentals of the nuclear power industry and the economic superiority of uranium over other energy fuels will ensure the long-term future of global uranium markets and prices.  Since 2004, CanAlaska has expended over $84 million on exploration and research towards the advancement of uranium discovery on our project areas.




1.2           Outlook


·
Restriction of uranium exploration activity until financial markets recover in this sector


·
Strong commitment to option, joint venture or sale of individual exploration projects


·
Evaluate alternate commodities and projects suitable for market financing, or acquisition and sale


·
Company believes that it has the projects, strategic partners, people and knowledge base, corporate treasury and fund raising ability to maintain a position in the uranium exploration sector, but, due to increasingly difficult market conditions facing junior mining and junior uranium exploration companies, management has progressively terminated all long term contracts and is taking steps to streamline non-discretionary expenditures and financial overheads


·
Our Korean partners have contributed $19.0 million of their $19.0 million funding commitment towards the Cree East project, but have requested a slow-down in expenditures, or introduction of an incoming partner


·
At the West McArthur project, exploration is being carried out under a 50/50 joint venture with MC Resources Canada (“MCRC”), a wholly owned subsidiary of Mitsubishi Corporation, and CanAlaska, but maybe deferred in 2013 to await better market conditions


·
At the Collins Bay Extension project, results from the Company’s previous  program provide strong exploration targets for the large breccia targets on the property, but further funding is required to progress this property


·
CanAlaska is actively marketing all of its projects to potential partners




1.3           Senior Management compensation


·
The Company is in the process of completing the negotiation of the employment agreements with senior staff and management





2.           MILESTONES AND PROJECT UPDATES





2.1
Overview– May 1, 2011 to July 25, 2012


·  Acquired claims adjacent to Manitoba Ruttan Copper Mine (June 2012)


·  Reported assay results for Cree East project (May 2012)


·  Geophysical surveys defined new uranium drill targets at NW Manitoba project (May 2012)


·  Preliminary summary of winter 2012 drilling at West McArthur and Cree East projects (April 2012)


·  Recommence exploration at NW Manitoba uranium – REE project (March 2012)


·  Closed private placement of $0.9 million (March 2012)


· Commenced 2012 drill programs totalling 14,000 metres of drilling exploration at West McArthur and Cree East uranium    projects (January 2012)


·  Reported approval of $3.1 million winter 2012 exploration program at Cree East (November 2011)


·  Reported results on its West McArthur geophysical TDEM and DC Resistivity surveys (November 2011)


·  Reported results on its Cree East winter drilling program (August 2011)


·  Completed two airborne ZTEM geophysical surveys on Hodgson and Carswell project (July 2011)


· Reported results of its 2011 Phase One reverse circulation and diamond core drilling program on Fond Du Lac project (June 2011)


·  Completed two airborne ZTEM geophysical surveys on the Hodgson and Carswell projects.


·  Completed ground geophysical resistivity surveys on the West McArthur project (June 2011) and Cree East (Dec 2011).


·  Listed on Toronto Stock Exchange (TSX) (June 2011)


·  Closed private placement of $0.5 million (May 2011)


CanAlaska Uranium Ltd. – MD&A April 30, 2012
Page 4 of 26
 In June 2012, the Company reported the results of drill core geochemistry on the West McArthur property. Drill holes WMA028 and WMA034 produced very positive results for uranium. Both intersected parts of a highly-altered graphitic pelite unit and are thought to be within 50 metres of the targeted conductor, which was identified from the down-hole geophysical surveys. The targets generated at the eastern end of Grid 5 matched and extended a historical conductor, which was drill-tested by Uranerz in 1989. Neither of the two historical drill holes intersected their targeted basement conductor, but, significantly, contained dravite clay and pyrite along with narrow, steep, clay rich fault gouges/breccia in the top 350-400 metres of the sandstone column. In one historical hole, the upper 400 metres of sandstone showed anomalous uranium and trace elements. Drill holes WMA028 and WMA034 are located in this area. Both show deep alteration into the basement rocks, indicating and confirming a substantial hydrothermal alteration system.





In June 2012, the Company announced the acquisition by staking of two blocks of claims, totalling 11,563 hectares adjacent to and northeast of the past-producing Ruttan Copper Mine, located near Leaf Rapids in Northern Manitoba.





In May 2012, the Company reported receipt of uranium assay results and trace element geochemistry for the winter drill program on the Cree East project. The results confirm the anomalous multi-element enrichments in the large alteration zone identified at Zone B and additional gold and uranium mineralization in drill hole CRE080, which intersected mineralized iron formation at Zone J.





In May 2012, the Company reported strong geophysical responses matching geology and uranium mineralized boulders from the recent surveys within the target areas at its NW Manitoba uranium project. The recent ground resistivity and gravity geophysical surveys localized anomalous features typical of sulphide-bearing mineralization, and zones of clay alteration within areas of shallow overburden. There is a striking correspondence between the location of gravity anomalies and the low resistivity zones from the survey.





In April 2012, the Company announced the preliminary summary of drilling for its two winter drill programs in the Athabasca Basin. Drilling was undertaken at both the West McArthur and Cree East projects. The two programs comprised over $6 million in exploration expenditures with 12,434 metres of drilling. At West McArthur, seven diamond drill holes were completed totalling 6,422 metres. The winter drill program has demonstrated on Grid 5 the presence of requisite geological environment for unconformity uranium deposits. Significant faulting and fracturing are present in a number of drill holes, with individual radioactive spikes or elevated radioactivity in zones of hydrothermal alteration. At Cree East, fifteen diamond drill holes were attempted with completed drilling of 6,012 metres. Only ten drill holes reached their target depth in the basement. This was mostly due to extremely difficult drilling conditions related to intensely hydrothermally altered aureoles in the overlying Athabasca sandstone units within newly-targeted Zone B.





In March 2012, the Company announced the commencement of geophysical field work on its NW Manitoba uranium-REE project. The project covers a large area of the geologically favourable Wollaston Belt in the province of Manitoba, where the uranium rich basement rocks associated with the Athabasca uranium deposits intermittently come to surface.  The Company has discovered multiple mineralized zones with extensive boulder dispersion trains and surface showings of high grade uranium (>1% U3O8), rare earths (REE) and molybdenum mineralization across numerous mineralized belts, either within, or cutting across all rock types in the area.





In March 2012, the Company closed a non-brokered private placement for a total of 1,805,000 common shares for gross proceeds of $0.9 million.  The placement consisted of 1,522,000 flow-through common shares at a price of $0.51 per common share for proceeds of $0.78 million and 283,000 common shares at a price of $0.43 per common share for proceeds of $0.12 million.





In January 2012, the Company announced the commencement of two major programs totalling over 14,000 metres of drilling exploration this winter at its West McArthur and Cree East uranium projects.  The West McArthur program of 6,800 metres in seven diamond drill holes has been laid out within the Grid 5 target area, located near Epp Lake.  The Cree East program of 7,600 metres of diamond drilling in 18 drill holes are within Zones A, B, C, D, G, I and J.





In November 2011, the Company reported the approval by the joint venture partners of Cree East uranium project of a $3.1 million winter 2012 exploration program, comprising ground geophysics and 7,650 metres of diamond drilling.  Drilling commenced in January 2012 and focused on a 5 kilometre long basement conductor, in the centre of Grid 7.  Geophysical ground resistivity surveys commenced in December 2011 and targeted the eastern and north-eastern portion of Grid 7, where previous exploration had identified strong conductive targets at depth.


CanAlaska Uranium Ltd. – MD&A April 30, 2012
Page 5 of 26
 In November 2011, the Company reported the results of an extensive program of surface geophysical moving loop TDEM and DC resistivity surveys carried out on the West McArthur project through 2011 winter and summer. The $2.4 million program has delineated several new drill targets at Grids 1, 5 and 7. The Grid 5 drill targets have been approved by the joint venture and are scheduled for drill testing in the first quarter of 2012.





In August 2011, the Company reported the results from the winter drilling program on the Cree East project. All three winter drill holes that reached into the basement rocks (CRE072, CRE073, and CRE074) showed distinctly anomalous alteration and mineralization features, further extending the zones of strong alteration which characterize Zone A and Zone I.





A ground geophysical crew at the West McArthur project completed ground resistivity surveying over Grid #1 and Grid #7 in August 2011.  Further ground geophysical surveys were carried out at Cree east in December 2011 in preparation for winter drilling.





In July 2011, the Company announced the completion of two airborne ZTEM geophysical surveys on its wholly-owned Hodgson and Carswell projects. The newly-developed ZTEM surveys provide a new dimension for surveying electromagnetic targets, providing superior details of conductive zones at depth. The first ZTEM survey at the Hodgson project identified five areas with basement conductors. The second ZTEM survey, with covered claims on the western portion of the Carswell project confirms basement conductors in areas where previous VTEM surveys were hampered because of conductive overburden.





In June 2011, the Company reported on results from its 2011 Phase One reverse circulation and initial diamond core drilling program on the Fond Du Lac project. The exploration identified additional uranium targets proximal to the existing Fond Du Lac uranium deposit, and provided further targets for the planned 2011 Phase Two diamond drill program. Thirty-four vertical (2,895 metres) reverse circulation drill holes were completed in five soil anomaly target areas. Nine diamond drill holes were drilled at the west Fond Du Lac zone and five diamond drill holes were drilled at the main Fond Du Lac zone. The best uranium mineralization was encountered in diamond drill hole WFDL001, with 2-metres at 0.5% U3O8.





In June 2011, the Company’s common shares were listed and commenced trading on the Toronto Stock Exchange (“TSX”).





In May 2011, the Company closed a non-brokered flow-through private placement of 418,141 common shares for gross proceeds of $0.47 million.





2.2           Project Updates


Overview


The Company currently has over 19 projects within the Athabasca basin area and has carried out exploration programs on 6 of these in the past year. In fiscal 2012, the Company spent $5.6 million ($7.6 million net of 2.0 million from reimbursements from partners and write-offs) on exploration costs in the Athabasca Basin area. The two largest exploration projects were at West McArthur and at Cree Lake.





As part of the transition to IFRS, the Company adopted an accounting policy to retrospectively expense all pre-feasibility exploration and evaluation costs. The effects of this transitional change are as follows:





(i)  At May 1, 2010:


a)     decrease deferred exploration assets of $44,542,000


b)     increase opening deficit by $44,542,000





(ii)  At April 30, 2011:


a)     decrease deferred exploration assets of $52,345,000


b)     increase opening deficit by $44,542,000


c)     increase net loss by $7,803,000







CanAlaska Uranium Ltd. – MD&A April 30, 2012
Page 6 of 26




The following table summarizes the Company’s expenditures in the Athabasca Basin over the last eight quarters.  The reimbursements figures in the table do not include the contributions from our Korean Partners on Cree East which is disclosed in Table 3 below.





Table 2: ($000's)

Total Exploration
Quarterly
Year EndedQ111
Q211
Q311
Q411
Q112
Q212
Q312
Q412
Apr-11
Apr-12Camp Cost & Operations
260
262
214
556
8
15
303
512
1,292
838Drilling
508
893
59
1,382
(2)
-
256
2,348
2,842
2,602General & Admin
52
39
54
100
130
13
39
47
245
229Geochemistry
77
71
10
52
38
10
5
60
210
113Geology
245
378
124
294
125
64
61
393
1,041
643Geophysics
302
463
99
1,639
1,116
218
244
789
2,503
2,367Other
462
419
264
506
143
56
218
361
1,651
778Gross Expenditures
1,906
2,525
824
4,529
1,558
376
1,126
4,510
9,784
7,570Reimbursement/Write-offs
(184)
(189)
(165)
(1,420)
(453)
(144)
(193)
(1,188)
(1,958)
(1,978)Net Expenditures
1,722
2,336
659
3,109
1,105
232
933
3,322
7,826
5,592





The following section contains a comparative breakdown of project expenditures for the Company’s significant projects.





2.2.1           Cree East Project, Saskatchewan – Korean Consortium


Cree East is a high-priority project located in the south-eastern portion of the Athabasca Basin, 35 kilometres west of the formerly producing Key Lake mine and 5 to 22 kilometres north of the south rim of the Athabasca Basin. The project is comprised of 16 contiguous mineral claims totalling approximately 56,000 hectares. A Korean Consortium (Hanwha Corp., Korea Electric Power Corp., Korea Resources Corp. and SK Networks Co. Ltd.), in December 2007 agreed to spend $19.0 million on the properties to earn into a 50% interest in the Cree East project.





As of April 30, 2012, the Korean Consortium has contributed its $19.0 million towards exploration of the project and holds a 50% ownership interest in both CanAlaska Korea Uranium Ltd. and the Canada-Korea Uranium Limited Partnership. The following table summarizes the Korean Consortium expenditures and advances by quarter, fiscal year ended, and life to date (“LTD”) on the project. The table does not include a $1.0 million payment made directly to CanAlaska in 2007 ($0.6 million) and 2010 ($0.4 million) for intellectual property associated with the project.





Table 3: ($000's)
Quarterly
Year EndedCree East Project
Q111
Q211
Q311
Q411
Q112
Q212
Q312
Q412
Apr-11
Apr-12
LTDCamp Cost & Operations
227
222
203
161
-
-
163
279
813
442
3,340Drilling
522
891
26
367
(6)
-
186
1,163
1,806
1,343
6,713General & Admin
15
8
10
32
62
(19)
6
15
65
64
440Geochemistry
23
45
9
9
3
1
2
32
86
38
530Geology
151
178
38
76
30
14
44
211
443
299
1,509Geophysics
51
83
60
356
4
10
171
38
550
223
3,257Management Fees
111
152
38
110
8
(31)
60
182
411
219
1,532Other
131
104
76
96
10
2
27
66
407
105
1,422Net Expenditures
1,231
1,683
460
1,207
111
(23)
659
1,986
4,581
2,733
18,743





In June 2011 the Company announced the results for the three holes drilled at the Cree East project during winter 2011 exploration. The eighteen-hole winter drill program, which was to be comprised of approximately 7,650 metres of drilling split between three target zones on the property, was suspended following a fatal accident with a crew member of our drill contractor. Operations at the project have now been approved to continue, the Company continued the drill programs and additional geophysics in December 2011 and January 2012.





In August 2011, the Company processed the data from the three new holes completed into the basement during the winter drilling program on the Cree East project. All three winter drill holes that reached into the basement rocks (CRE072, CRE073 and CRE074) showed distinctly anomalous alteration and mineralization features, further extending the zones of strong alteration which characterize Zone A and Zone I. Of particular interest was drill hole CRE073, which was finally lost in a highly-altered zone of strongly hematised massive clay in basement rock at Zone A. The analyses of the samples from drill hole CRE073 show elevated silver (highest 6.4 oz/t), associated with elevated copper, cobalt, nickel, zinc and minor uranium mineralization in the basement clay zones.


CanAlaska Uranium Ltd. – MD&A April 30, 2012
Page 7 of 26


In November 2011, the Company reported the approval by the joint venture partners of Cree East uranium project of a $3.1 million winter 2012 exploration program, comprising ground geophysics and 7,650 metres of diamond drilling.  Drilling commenced in January 2012 and focussed on a 5 kilometre long basement conductor, in the centre of Grid 7.  Geophysical ground resistivity surveys commenced in December 2011 and targeted the eastern and north-eastern portion of Grid 7, where previous exploration had identified strong conductive targets at depth.





In December 2011, geophysical survey work commenced on the Cree East project and was completed in early January 2012.  In January 2012, the winter drill program commenced which entails 7,600 metres in 18 drill holes within Zones A, B, C, D, G, I and J with two drills.





In April 2012, the Company announced a preliminary summary of drilling at its Cree East project. Fifteen diamond drill holes were attempted during late January, February and March 2012 with completed drilling of 6,012 metres. Only ten drill holes reached their target depth in the basement. This was mostly due to extremely difficult drilling conditions. The Zone B target became the priority drill target with the discovery, in the first drill hole, of a major hydrothermal system. In the drill hole the entire 400 metre sandstone column is heavily fractured, clay altered and friable. Additional drilling occurred in Zone A, J, and G. Drill core samples were transited to the laboratory for multi-element analyses to confirm the uranium content of intersections showing occasional radioactive spikes, or high background radioactivity.





In May 2012, the Company reported receipt of uranium assay results and trace element geochemistry for the winter drill program on the Cree East project. The results confirm the anomalous multi-element enrichments in the large alteration zone identified at Zone B and additional gold and uranium mineralization in drill hole CRE080, which intersected mineralized iron formation at Zone J.





Under the Cree East agreement, CanAlaska is entitled to charge an operator fee of 10% to recoup its indirect costs associated with the project, which the Company recognizes as management fees.





IFRS impact on accounting for Cree East Project


Under Canadian GAAP, the Company accounted for its interest in CKULP (“Partnership”) as a variable interest entity (“VIE”) with the Company as the primary beneficiary. The Partnership was determined to be a VIE because the total equity investment at risk is not sufficient to permit the Partnership to finance its mine exploration and development activities without additional financial support from its partners. Consequently, the Company concluded that the entity was a VIE and identified the primary beneficiary of the Partnership as the Company. Accordingly, the Company consolidated 100% of the Partnership, and previously reported a non‐controlling interest.





IFRS requires the Company to consolidate entities including Special Purpose Entities only where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. On application of IFRS, the Company has determined that it has joint control of the Partnership under the contractual provisions of the joint venture agreement (the “JV Agreement”).  The Company does not control the Partnership based on voting interest and does not own more than half of the voting power. Furthermore, both the Consortium and the Company have equal rights and powers in governing the financial and operating policies of the Partnership or appointing and removing members of the Partnership’s Board of Directors. Decision making is governed by the Partnership’s Board of Directors, with equal representation from the Consortium and the Company. Under IFRS, the Company has elected to apply the proportionate consolidation method to account for its interest in the Partnership.





Under the JV Agreement the contributions by the Consortium to obtain its 50% ownership have occurred over time commencing with the formation of the Partnership in 2007. The change from full consolidation to proportionate consolidation has resulted in periodic dilution gains attributable to increased cash contributions by the Consortium. These gains have been reflected in equity during the year ended April 30, 2011 as they result from transactions at the shareholder level and do not result in a change of joint control. The effects of the deconsolidation and the dilution gains are as follows:





(i)  At May 1, 2010:


a)     cash decreased by $836,000


CanAlaska Uranium Ltd. – MD&A April 30, 2012
Page 8 of 26




b)     non-controlling interest decreased by $12,600,000


c)
dilution gain resulting from above credited to deficit in the amount of $11,764,000





(ii)  At April 30, 2011:


a)     cash decreased by $1,774,000


b)     non-controlling interest decreased by $19,000,000


c)     dilution gain resulting from above credited to deficit in the amount of $5,462,000





2.2.2           West McArthur Project, Saskatchewan – Mitsubishi


The West McArthur project in the Athabasca Basin, Saskatchewan, was optioned in April 2007 to Mitsubishi Development Pty Ltd., a subsidiary of Mitsubishi Corporation of Japan. Under the option agreement, Mitsubishi could exercise an option to earn a 50% interest in the property by investing $11.0 million. In February 2010, Mitsubishi exercised their option with a payment to the Company and an unincorporated 50/50 joint venture was formed between the parties to pursue further exploration and development of the property. The Company acts as project operator and earns a fee between 5% and 10%, based on expenditures incurred. The West McArthur project is located immediately west of the McArthur River uranium mine operated by Cameco Corp, and covers approximately 36,000 hectares.





Table 4: ($000's)
Quarterly
Year EndedWest McArthur Project
Q111
Q211
Q311
Q411
Q112
Q212
Q312
Q412
Apr-11
Apr-12
LTDCamp Cost & Operations
6
6
4
-
-
-
143
230
16
373
2,984Drilling
-
-
34
-
-
-
72
1,165
34
1,237
6,745General & Admin
33
27
30
26
40
32
27
23
116
122
2,020Geochemistry
12
8
-
-
8
4
1
27
20
40
323Geology
66
36
14
15
19
49
10
176
131
254
935Geophysics
165
147
16
977
652
161
63
274
1,305
1,150
5,548Other
45
24
20
59
50
29
53
106
148
238
646Gross Expenditures
327
248
118
1,077
769
275
369
2,001
1,770
3,414
19,201Reimbursement
(169)
(129)
(59)
(563)
(403)
(144)
(193)
(1,041)
(920)
(1,781)
(13,995)Net Expenditures
158
119
59
514
366
131
176
960
850
1,633
5,206





During fiscal 2011, the Company carried out a deep penetrating ZTEM survey across the project. This initial survey was followed up by intensive geophysical surveying on four grid areas across the property for a total budget of $2.6 million. This geophysical survey, work, which includes ground EM surveys and ground resistivity surveys, commenced in winter 2011 and continued into summer 2011.





On the property there is evidence of hydrothermal alteration extending well into the sandstone, matching the typical alteration model of Athabasca unconformity style uranium deposits. There is evidence of uranium mineralization from drill testing in multiple areas, either as enrichment at the unconformity or in basement stringers. The most compelling features for further exploration are the uranium values in sandstone higher in the stratigraphy, the hematized and broken rock in the sandstone, and the pattern of basement offsets and geophysical conductivity.





In June 2011, the Company commenced a ground resistivity survey over Grid 1 and Grid 7. These surveys followed a successful airborne ZTEM survey undertaken on the project last year.





In November 2011, the Company reported surface geophysical moving loop TDEM and DC resistivity surveys carried out on the West McArthur project through 2011 winter and summer. The $2.4 million program has delineated several new drill targets at Grids 1, 5 and 7. The Grid 5 drill targets have been approved by the joint venture and were drill tested in the 2012 winter drill program.





The Grid 5 geophysical surveys followed up on geological modeling of airborne survey results, and current exploration information on potential uranium bearing basement stratigraphy. The EM surveys on Grid 5 have defined an east to north-east trending conductor package, located 12 kilometres south of the Grid 1 conductor trend and 6 kilometres north of the Grid 4 conductor trend. The Grid 5 conductor, as a result of follow-up DC resistivity surveys, exhibits six discrete zones of low sandstone resistivity overlying the graphitic conductor where low resistivity breaches the surface.


CanAlaska Uranium Ltd. – MD&A April 30, 2012
Page 9 of 26


The Grid 1 geophysical surveys confirmed the character of the main conductor and possible locations of apparent sandstone breaches. The 2011 results have delineated several new drill targets in proximity of current drill holes at Grid 1 West. In the northern sector of the project at Grid 7, a new basement conductor has been traced, and structural offsets with possible sandstone alteration have been located. These areas are scheduled for additional geophysical surveys as part of the Phase 1 reconnaissance evaluation by the joint venture.





In April 2012, the Company announced a preliminary summary of drilling at its West McArthur project. Seven diamond drill holes were completed in February and March 2012, to test a series of individual zones where the resistivity lows were coincident with the EM conductors within the Grid 5 area. Total meterage drilled in the season was 6,422 metres, including one abandoned drill hole. The winter 2012 drill programme has demonstrated on Grid 5 the presence of requisite geological environment for unconformity uranium deposits. Significant faulting and fracturing was present in a number of drill holes, with individual radioactive spikes or elevated radioactivity in zones of hydrothermal alteration.





In June the Company reported the results of drill core geochemistry on the West McArthur property. Drill holes WMA028 and WMA034 produced very positive results for uranium. Both intersected parts of a highly-altered graphitic pelite unit and are thought to be within 50 metres of the targeted conductor, which was identified from the down-hole geophysical surveys. The targets generated at the eastern end of Grid 5 matched and extended a historical conductor, which was drill-tested by Uranerz in 1989. Neither of the two historical drill holes intersected their targeted basement conductor, but, significantly, contained dravite clay and pyrite along with narrow, steep, clay rich fault gouges/breccia in the top 350-400 metres of the sandstone column. In one historical hole, the upper 400 metres of sandstone showed anomalous uranium and trace elements. Drill holes WMA028 and WMA034 are located in this area. Both show deep alteration into the basement rocks, indicating and confirming a substantial hydrothermal alteration system.





Included within Other expenses are management fees charged to and reimbursed by Mitsubishi for CanAlaska acting as the project operator.





2.2.3            Fond Du Lac Project, Saskatchewan


In an agreement dated October 18, 2006 and subsequently amended November 7, 2008 and September 10, 2010, CanAlaska optioned the Fond Du Lac project from the Fond Du Lac Denesuline First Nation. The project spans approximately 17,000 hectares and contains a uranium deposit with a historical (43-101 compliant) resource. CanAlaska may earn a 50% interest in the project by funding $2 million in exploration over 5 years. In addition, the Company was committed to pay to the Fond Du Lac Denesuline First Nation a further $130,000 in cash consideration ($130,000 paid), 40,000 shares (40,000 issued) and work commitments of $2.0 million ($1.2 million by June 2011 and an additional $800,000 by June 2012). As of April 30, 2012, the Company had met the work commitment and had incurred cumulative $4.5 million in exploration expenditures on the property.





In Q111, the Company was focused on interpretation of the drilling data. In Q211, the Fond Du Lac option agreement was amended whereby the Company’s participating interest in the project was increased from 49% to 50%. In consideration for the amendment, the Company issued 10,000 common shares and accelerated its staged cash payments and share issuances due on June 30, 2011. As a result, in September 2010, the Company issued an aggregate of 20,000 common shares under the amended option agreement for the Fond Du Lac project.





In October 2010, an NI 43-101 technical summary report was published for the Fond Du Lac project. This report, available on SEDAR and EDGAR databases for public viewing, provides detailed information on the current state of the project.





In Q311, the Company began a program of reverse circulation drilling on the Fond Du Lac project, concentrating on geochemical targets outside of the current mineral deposit. This program continued until late March 2011.  At the same time a localized airborne EM survey was carried out over the Fond Du Lac west area. A short program of diamond drilling was carried out on the Fond Du Lac west zone to test a 2 kilometres long conductor zone, which had previously been drilled in the 1950’s. Limited uranium mineralization was discovered and the drill returned for a short drill program to test the north-south structure indicated by the first mineralized reverse circulation drill holes. The anticipated winter drill program at Fond Du Lac was delayed following the relocation of the diamond drill to the nearby Grease River project. Results from this Fond Du Lac reverse circulation drilling were released after compilation in Q212.





In June 2011, the Company released results from its 2011 Phase One reverse circulation ("RC") and initial diamond core drilling program.


CanAlaska Uranium Ltd. – MD&A April 30, 2012
Page 10 of 26
 
 2.2.4           Grease River Project, Saskatchewan


The Grease River project covers approximately 38,000 hectares in three separate claim blocks that extend from Bulyea River, north of Fond Du Lac, to Marytnuik Lake, north of Stony Rapids, and covers four geological domains.





In August 2010, the Company executed an option agreement with Westcan Uranium Ltd. (“Westcan”) to commence exploration of the Grease River project. Under the terms of the option agreement, Westcan can earn a 50% interest in the property by issuing up to 5% of the issued and outstanding shares of Westcan and making exploration expenditures of $4.5 million by December 2013.





In November 2010, the Company received 804,808 common shares of Westcan to fulfill the share commitment related to the option agreement and in January 2011, Westcan approved a $0.8 million winter drill program for the Grease River project. Between January 2011 to April 2011, the Company received $0.8 million in funds from Westcan.





In February 2011, an NI 43-101 technical summary report was published for the Grease River project.  This report is available on SEDAR and EDGAR databases for public viewing.





An airborne survey was carried out across the eastern portion of the project in the vicinity of the Bradley showing in February 2011. Drilling was carried out on the project in March 2011.  A total of 6 drill holes (796 metres) tested the surface uranium mineralization in the intrusive dyke system in the Shearika ridge area, and two drill holes (126 metres) tested the eastern “Bradley Showing”, where there is uranium mineralization in sediments.  Assay results were released in July 2011.





In August 2011, the option agreement with WestCan for the Grease River project was terminated.





2.2.5           Cree West Project, Saskatchewan


The Cree West project comprises a 100% interest in 6 mineral claims (approximately 13,000 hectares) located 70 kilometres northwest of the Key Lake uranium mine and between 25 and 57 kilometres north of the south rim of the Athabasca Basin. In April 2006, the Company granted to Westcan an option to earn up to a 75% interest in the Cree West project. Westcan can earn a 50% interest in the property by making cash payments of $150,000 (received), issuing 600,000 shares (received) and making $3.6 million of exploration expenditures.





On July 2010, the Company extended the option agreement for a period of one year beginning on August 2010 in consideration of 125,000 common shares of Westcan. The common shares of Westcan were received by the Company on November 2010.





An airborne magnetic and electromagnetic survey was carried out in 2006, and ground AMT surveys were carried out in early winter 2007 and 2008. Drill testing has been recommended to determine the cause of the anomalous geophysical targets. Only minimal activity occurred through fiscal 2011 and 2012.





In August 2011, WestCan’s earn-in option for the Cree West project expired.





2.2.6           Key Lake Project, Saskatchewan


The Key Lake project comprises of 2 mineral claims in two separate blocks totalling approximately 3,000 hectares located within 15 kilometres of the formerly producing Key Lake uranium mine. In March 2006, the Company optioned to Westcan up to a 75% interest in the Key Lake project. Westcan can earn a 50% interest in the property by making cash payments of $150,000 (received), issuing 300,000 shares (received), and making exploration expenditures of $2 million.





In July 2010, the Company extended the option agreement for a period of one year beginning in August 2010 in consideration of 125,000 common shares of Westcan. The common shares of Westcan were received by the Company in November 2010.





In winter 2007, three holes costing $0.2 million were drilled on a conductor on one claim, providing one intersection of minor uranium mineralization (0.058% U3O8 over 1 metre), but with strong alteration and faulting. In winter 2008, an additional target was drill-tested on another claim, returning highly-anomalous rare earths mineralization. Only minimal activity occurred through fiscal 2011 and 2012.





In August 2011, WestCan’s earn-in option for the Key Lake project expired.


CanAlaska Uranium Ltd. – MD&A April 30, 2012
Page 11 of 26
 2.2.7           Carswell Project, Saskatchewan


Carswell is comprised of approximately 29,000 hectares of mineral claims in the vicinity of Cluff Lake, Saskatchewan.  In December 2009, the Company issued 125,000 shares and made a $62,500 cash payment under a purchase agreement with Hawk Uranium Inc. to acquire mineral claims in the Cluff Lake area adjacent to its Carswell property. Hawk Uranium Inc. will retain a 2.5% Net Smelter Return (“NSR”), 2% of which will be purchasable by the Company for payment of $2.0 million.





In November 2010, an NI 43-101 technical summary report was published for the Carswell project.  This report is available on SEDAR and EDGAR databases for public viewing.





In June 2011, the Company commenced an airborne ZTEM geophysical survey. which covered CanAlaska's claims on the western portion of the Carswell structure.  This survey has confirmed basement conductors in areas where previous VTEM surveys were hampered because of conductive overburden. CanAlaska has assembled a large land position, north and north-west of the new discoveries by Areva and UEX, and west and south of the historic Cluff Lake uranium mines, located within the basement uplift.





2.2.8           NW Manitoba, Manitoba


This property consists of approximately 144,000 hectares and lies between 90 and 170 kilometres northeast along the Wollaston trend of basement formations hosting uranium deposits, which include Rabbit Lake, Collins Bay and Eagle Point Uranium mines. In May 2012, the Company reported strong geophysical responses matching geology and uranium mineralized boulders from the recent surveys within the target areas at its NW Manitoba uranium project. The recent ground resistivity gravity geophysical surveys localized anomalous features typical of sulphide-bearing mineralization, and zones of clay alteration within areas of shallow overburden. There is a striking correspondence between the location of gravity anomalies and the low resistivity zones from the survey.





2.2.9           Other Projects


The Company uses its technical staff between field seasons to evaluate other mineral projects for acquisition, either by staking or by option, with the purpose of sale to third parties.  For a full description of the geology and setting of the current projects and of the Company’s other projects, reference should be made to the “Property” section, and accompanying news releases of work on the Company’s website at www.canalaska.com.





Table 5:

Other projects update
Status
Recent work undertakenAlberta
Seeking Venture Partner
Viable drill targets identifiedArnold
Seeking Venture Partner
Title expired subsequent to year endBC Copper
Option with private third party
Work Applications being completedCollins Bay Extension
Option with Bayswater Uranium
Preparation for drill testingHelmer
Seeking Venture Partner
Reports of workHodgson
Seeking Venture Partner
ZTEM survey completedKasmere
Under application
Exploration permits pendingLake Athabasca
Seeking Venture Partner
43-101 report completedMcTavish
Seeking Venture Partner
Evaluating drill targetsMoon
Seeking Venture Partner
Evaluating drill targetsPoplar
Seeking Venture Partner
Evaluating drill targetsWaterbury
Seeking Venture Partner
Evaluating drill targetsRainbow Hill AK
Seeking Venture partner
No significant work undertakenZeballos
Seeking Venture Partner
Consolidating ownershipGlitter Lake
Disposed, NSR retainedReefton Property,NZ
Seeking Venture Partner
Sampling and mapping completedRuttan
Seeking Venture Partner
Five claims staked





BC Copper is comprised of approximately 25,000 hectares located in south central British Columbia. In November 2011, the Company optioned the claims to Tyrone Docherty and subsequently amended the agreement in February 2012 whereby certain acquired claims were included and excluded in the option as well as a reduction in the required exploration expenditure. Tyrone Docherty may earn a 50% interest in the property by making payments of $30,000 (received) and making exploration expenditures of $250,000 before July 2014.


CanAlaska Uranium Ltd. – MD&A April 30, 2012
Page 12 of 26
 In the year ended April 30, 2012, the Company recognized an impairment on its Black Lake claim for ($147,000) as it did not renew its permits on this property after the expiration in February 2012.





In the year ended April 30, 2012, the Company recognized an impairment on its Rise and Shine claim of ($301,000) as the lease expired and the ground was forfeited.





In fiscal 2012, the Company wrote down its Voisey’s Bay claim ($3,000) as it did not intend to renew its permits on this property.





CanAlaska's New Zealand subsidiary, Golden Fern Resources Ltd., carried out mapping and sampling work on the Reefton lease, EP 40677, located in the Reefton District, west coast South Island New Zealand, which is held 100% by the Company.





2.2.9           Project Expenditure Summary


Details of life to date (“LTD”) exploration and evaluation expenditures:





Table 6: ($000’s)
2012 Fiscal Expenditures
Life to Date - April 30, 2012Project
Acquisition Costs
Exploration Expenditures
Writeoffs/

Reimbursement
Net LTD
Acquisition Costs
Exploration Expenditures
Writeoffs/

Reimbursement
Net LTDAthabasca BasinCree East
-
2,733
-
2,733
-
18,743
-
18,743West McArthur
-
3,414
(1,781)
1,633
65
19,136
(13,995)
5,206Poplar
-
11
-
11
166
3,637
(3,210)
593Fond Du Lac
-
123
-
123
120
4,397
-
4,517Black Lake
-
79
(147)
(68)
-
1,582
-
1,582Grease River
-
50
(50)
-
133
3,494
(2,850)
777Cree West
-
-
-
-
48
1,112
(1,137)
23Key Lake
-
-
-
-
24
1,027
(1,047)
4NW Manitoba
-
564
-
564
16
7,272
-
7,288Helmer
-
2
-
2
107
5,032
-
5,139Lake Athabasca
-
-
-
-
118
5,966
-
6,084Alberta
-
-
-
-
11
2,329
-
2,340Hodgson
-
250
-
250
109
1,480
-
1,589Arnold
-
1
-
1
35
1,341
-
1,376Collins Bay
-
21
-
21
-
1,309
-
1,309McTavish
-
12
-
12
74
683
(108)
649Carswell
-
295
-
295
173
730
-
903Other
-
15
-
15
53
2,868
(1,919)
1,002New ZealandRise and Shine, NZ
-
-
(301)
(301)
-
416
(407)
9Reefton and Other NZ Projects
-
111
-
111
24
780
(481)
323OtherOther Projects, Various
10
126
(3)
133
80
483
(343)
220Total
10
7,807
(2,282)
5,535
1,356
83,817
(25,497)
59,676




CanAlaska Uranium Ltd. – MD&A April 30, 2012
Page 13 of 26


Table 7: ($000’s)
2011 Fiscal Expenditures
Life to Date - April  30, 2011Project
Acquisition Costs
Deferred Exploration
Writeoffs/

Reimbursement
Total
Acquisition Costs
Deferred Exploration
Writeoffs/

Reimbursement
TotalAthabasca BasinCree East
-
4,581
-
4,581
-
16,010
-
16,010West McArthur
-
1,770
(920)
850
65
15,722
(12,214)
3,573Poplar
-
140
-
140
166
3,626
(3,210)
582Fond du Lac
-
1,621
-
1,621
120
4,274
-
4,394Black Lake
-
16
-
16
147
1,503
-
1,650Grease River
15
801
(891)
(75)
133
3,444
(2,800)
777Cree West
8
3
(27)
(16)
48
1,112
(1,137)
23Key Lake
-
3
(12)
(9)
24
1,027
(1,047)
4NW Manitoba
-
97
-
97
16
6,708
-
6,724Helmer
-
30
-
30
107
5,030
-
5,137Lake Athabasca
6
65
-
71
118
5,966
-
6,084Alberta
-
-
-
-
11
2,329
-
2,340Hodgson
65
10
-
75
109
1,230
-
1,339Arnold
-
101
-
101
35
1,340
-
1,375Collins Bay
-
402
-
402
-
1,288
-
1,288McTavish
-
17
(108)
(91)
74
671
(108)
637Carswell
-
19
-
19
173
435
-
608Other
-
14
-
14
53
2,854
(1,919)
988New ZealandRise and Shine, NZ
-
-
(7)
(7)
301
416
(407)
310Reefton and Other NZ Projects
-
67
-
67
24
669
(481)
212OtherOther Projects, Various
-
11
-
11
73
357
(343)
87Total
94
9,768
(1,965)
7,897
1,797
76,011
(23,666)
54,142







3.         FINANCIAL POSITION AND CAPITAL RESOURCES





3.1  Cash and Working Capital





Table 8: ($000’s)

Cash and Working Capital



Apr-12
Apr-11Cash and cash equivalents




4,394
9,642Trade and other receivables




243
422Available-for-sale securities




223
559Trade and other payables




(1,792)
(2,461)Working capital




3,068
8,162





For analysis and discussion of the movement in cash and cash equivalents reference should be made to Section 5 of this MD&A. Included within cash and cash equivalents are $0.4 million in funds from the CKU Partnership which are dedicated to the Cree East project. Reference should be made to note 5 of the consolidated financial statements for further details.


CanAlaska Uranium Ltd. – MD&A April 30, 2012
Page 14 of 26
 
 As at April 30, 2012, included within trade and other receivables is approximately $163,000 in HST refunds. The decrease for April 30, 2011 is due primarily to decrease in the HST receivable account.





The decrease in available-for-sale securities is a result of marking the securities to market as well as recording an impairment of approximately $122,000 on a number of investments.





The decrease in trade and other payables is consistent with the decrease in exploration activities compared with the fourth quarter 2011. The winter drill season in 2012 ended earlier than 2011 as we had warmer weather in late March and early April. This resulted in an early break up for our winter 2012 drill season.





3.2
Other Assets and Liabilities





Table 9: ($000’s)

Other Assets and Liabilities


Apr-12
Apr-11Reclamation bonds



345
343Property and equipment



504
616Mineral property interests (Section 2.2)



1,356
1,797





During the fiscal year ended April 30, 2012, exploration and evaluation expenditures were made primarily on the West McArthur, Cree East, Carswell, Hodgson Fond Du Lac and NW Manitoba projects (Section 2).





During fiscal 2012, the Company wrote down its Voisey’s Bay, Black Lake and Rise and Shine projects for an aggregate amount of $451,000.





3.3
Equity and Financings





Table 10: ($000’s)

Shareholders’ Equity


Apr-12
Apr-11Common shares



73,210
72,108Equity reserve



10,506
10,170Investment revaluation reserve



53
267Deficit



(78,496)
(71,627)Total shareholders’ equity



5,273
10,918








Table 11: (000’s)

Equity Instruments


Apr-12
Apr-11Common shares outstanding



22,058
19,830Options outstandingNumber



2,906
1,790Weighted average price



$0.81
$1.03Warrants outstandingNumber



1,311
3,439Weighted average price



$1.83
$2.44





Equity instruments





As of July 25, 2012, the Company had the following securities outstanding. Common shares - 22,058,136; Stock options – 2,894,750; and Warrants – 1,310,627.





In March 2012, the Company issued 283,000 common shares for gross proceeds of $121,690. A finder’s fee of $4,867 in cash and 11,320 warrants were issued in connection with the financing. Each finder’s warrant entitles the holder to purchase on additional common share for a period of eighteen months from the closing date, at a price of $0.55 per warrant share.  The share purchase warrants issued as part of this placement have been recorded at a fair value of $1,825 which was determined using the Black Scholes model.


CanAlaska Uranium Ltd. – MD&A April 30, 2012
Page 15 of 26
 
 In March 2012, the Company issued 1,522,000 flow-through common shares for gross proceeds of $776,220.  A finder’s fee of $31,049 in cash and 60,880 warrants were issued in connection with the financing. $68,490 was allocated to premium as the market value on the date of close was less than the offering price associated with this offering. Each finder’s warrant entitles the holder to purchase one additional common share for a period of eighteen months from the closing date at a price of $0.55 per warrant share. The share purchase warrants issued as part of this placement have been recorded at a fair value of $9,816 using the Black Scholes model.





In July 2011, the Company issued 5,000 common shares under the option agreement for the Black Lake project.





In May 2011, the Company issued 418,141 flow-through common shares for gross proceeds of $472,500. $133,805 was allocated to the flow-through share premium as the market value on the date of close was less than the offering price associated with this offering.





In February 2011, the Company issued 20,000 common shares for the exercise of stock option for gross proceeds of $20,000.





In January 2011, the Company issued 373,250 common share for the exercise of stock option for gross proceeds of $373,250.





In December 2010, the Company issued 1,721,708 ordinary units for gross proceeds of $2,754,733. Each unit consists of one common share and one-half of a share purchase warrant. Each warrant entitles the holder to purchase on additional common share for a period of twenty four months from the closing date, at a price of $1.90 per warrant share.  The share purchase warrants issued as part of this placement have been recorded at a fair value of $205,499 using the Black Scholes model. A finder’s fee of $119,055 in cash and 31,250 common shares and 136,192 warrants were issued in connection with the financing.





In December 2010, the Company issued 446,167 flow-through units for gross proceeds of $713,867. Each unit consists of one flow-through common share and one-half of one share purchase warrant. No part of the offering was allocated to premium as there was no premium associated with this offering. Each whole warrant entitles the holder to purchase one additional common share for a period of twenty four months from the closing date at a price of $1.90 per warrant share. The share purchase warrants issued as part of this placement have been recorded at a fair value of $53,254 using the Black Scholes model. A finder’s fee of $29,280 in cash and 18,300 warrants were issued in connection with the financing.





In November 2010, the Company issued 26,000 common shares for the exercise of stock options for gross proceeds of $26,000.





In September 2010, the Company issued 20,000 common shares under the amended option agreement for the Fond Du Lac project.





In July 2010, the Company issued 5,000 common shares under the option agreement for the Black Lake project.





Table 12: Proceeds from FinancingsDate
Type
Intended Use
Actual UseMarch 2012
$0.1 million – 283,000 common shares
Uranium exploration in Saskatchewan
As IntendedMarch 2012
$0.8 million – 1,522,000 flow-through common shares
Uranium exploration in Saskatchewan
As IntendedMay 2011
$0.5 million – 418,141 flow through common shares
Uranium exploration in Saskatchewan
As IntendedDecember 2010
$2.75 million – 1,721,708 ordinary units
Uranium exploration in Saskatchewan
As IntendedDecember 2010
$0.71 million – 446,167 flow-through units
Uranium exploration in Saskatchewan
As Intended





IFRS impact on flow-through share financings


CanAlaska Uranium Ltd. – MD&A April 30, 2012
Page 16 of 26


Under Canadian GAAP, the Company followed the recommendations of the Emerging Issues Committee (“EIC”) of the CICA with respect to flow-through shares, as outlined in EIC-146. The application of EIC-146 requires the recognition of the foregone tax benefit on the date the Company renounces the tax credits associated with the exploration expenditures, provided there is reasonable assurance that the expenditures will be made. To recognize the foregone tax benefits to the Company, the carrying value of the shares issued is reduced by the tax effect of the tax benefits renounced to subscribers.





As part of the transition to IFRS the Company has adopted a policy to (i) allocate the proceeds between the offering of the shares and the sale of tax benefits when the shares are offered and (ii) recognize an income tax provision upon filing of appropriate renunciation forms with the Canadian taxation authorities for qualifying expenditures previously incurred. In particular, the corresponding reduction of share capital in respect of flow-through share financing as a result of the allocation of the proceeds as previously recorded under Canadian GAAP is now recorded as other income in the statements of loss and comprehensive loss.





Pursuant to the above policy the allocation of the proceeds from flow-through share issuance is made based on the difference between the quoted price of the shares and the amount the investor pays for the flow-through shares. A liability is recognized for the premium paid by the investors. The liability is reduced and the reduction of premium liability is recorded in other income when the Company has the intention to renounce the expenditures with the Canadian taxation authorities for qualifying expenditures previously incurred. The deferred tax impact, if any, is recorded at the same time.





The effects of this transitional change are as follows:





(i)  Premium on flow-through shares:


a) decreased share capital and deficit at May 1, 2010 by $792,000, to recognize the premium paid for flow-through shares in excess of the market value of the shares without the flow-through features.





(ii)  Renouncement of flow-through tax credits:


a) increased share capital and deficit by $7,569,000 at May 1, 2010;


b) decreased share capital and deferred tax provision expense by $149,000 for the year ended April 30, 2011 to recognize an income tax provision upon filing of appropriate renunciation forms with the Canadian taxation authorities for qualifying expenditures previously incurred.


CanAlaska Uranium Ltd. – MD&A April 30, 2012
Page 17 of 26


4.  EXPENDITURES REVIEW





Table 13: ($000’s)
Quarterly
Year EndQuarterly Loss & Comprehensive Loss Summary
Q111
Q211
Q311
Q411
Q112
Q212
Q312
Q412
2011
2012Revenue
-
-
-
-
-
-
-
-
-
-Exploration CostMineral property expenditures
1,708
2,344
789
3,185
1,223
396
758
2,448
8,026
4,825Mineral property write-offs
-
-
-
-
-
-
-
451
-
451Equipment rental income
(60)
(75)
(78)
(90)
-
-
(28)
(129)
(303)
(157)Net option payments
-
(6)
-
-
-
-
-
-
(6)
-1,648
2,263
711
3,095
1,223
396
730
2,770
7,717
5,119Other Expenses (Income)Consulting, labour and

professional fees
272
269
457
301
287
271
341
356
1,299
1,255Depreciation
44
44
45
45
34
34
34
34
178
136Gain on disposal of properties and equipments
-
-
-
(11)
-
(6)
(1)
-
(11)
(7)Foreign exchange (gain) loss
(2)
(2)
1
7
(12)
7
(5)
6
4
(4)Insurance, licenses and filing fees
18
49
20
43
22
54
10
29
130
115Interest income
(38)
(15)
(26)
(11)
(50)
(28)
(23)
(18)
(90)
(119)Other corporate costs
35
32
53
39
31
40
29
64
159
164Investor relations and  presentations
13
56
46
48
25
45
27
35
163
132Rent
36
38
31
13
35
36
27
36
118
134Stock-based payments
21
435
162
5
31
2
279
7
623
319Travel and accommodation
7
23
34
30
5
30
15
18
94
68Impairment and loss (gain) on

disposal of available-for-sale

securities
-
-
-
(28)
-
-
-
122
(28)
122Premium on flow-thru shares
-
-
-
-
-
(134)
-
(68)
-
(202)Management fees
(126)
(164)
(42)
(228)
(51)
18
(77)
(253)
(560)
(363)280
765
781
253
357
369
656
368
2,079
1,750Loss for the period
(1,928)
(3,028)
(1,492)
(3,348)
(1,580)
(765)
(1,386)
(3,138)
(9,796)
(6,869)Other comprehensive lossUnrealized loss (gain) on available-

for-sale securities
(50)
12
(156)
(63)
124
115
103
(128)
(257)
214Comprehensive loss
(1,878)
(3,040)
(1,336)
(3,285)
(1,704)
(880)
(1,489)
(3,010)
(9,539)
(7,083)Basic and diluted loss per share
(0.11)
(0.18)
(0.08)
(0.17)
(0.08)
(0.04)
(0.07)
(0.15)
(0.54)
(0.34)





In the fiscal year ended April 30, 2012, the Company spent $5.6 million ($7.6 million net of $2.0 million from reimbursements from partners and impairments) in the Athabasca Basin.





In Q412, the Company recorded mineral property impairments on three of it projects (Black Lake, Voisey’s Bay and Rise and Shine) for a total write-down of $0.5 million as the Company did not renew its permits for the Black Lake and Voisey’s Bay project and the lease expired and the ground forfeited on the Rise and Shine project.





Camp and other miscellaneous exploration equipment owned by the Company is maintained at our La Ronge warehouse. Equipment rental income is comprised of income (cost recapture) from charging exploration projects for the rental of this equipment. In Q412, the equipment rental income is related to the winter drill programs for the Cree East and West McArthur projects. Equipment rental income in fiscal 2012 is lower compared to fiscal 2011 as the Company did not conduct summer exploration program in fiscal 2012.





Consulting, labour, and professional fees are lower than prior periods. The decrease is primarily attributed to a decrease in salaries expense. In fiscal 2012, salaries expense decreased by approximately $167,000 with a corresponding increase in consulting fees of approximately $112,000.


CanAlaska Uranium Ltd. – MD&A April 30, 2012
Page 18 of 26
 
 Insurance, licenses and filing fees are consistent with prior periods. During the fiscal year ended April 30, 2012, the Company graduated from the TSX Venture Exchange to the Toronto Stock Exchange.


Interest income was higher in 2012 compared to 2011. The increase was attributed to both the increased in the cash balances held during the year and better investment rates of return.





Investor relations expenses were lower in 2012 compared to 2011. The decrease is primarily attributed to a decrease in various sponsorship opportunities relative to 2011. Investor related expenses of the Company include the retention of the services of an established Canadian investor relations firm which has been terminated subsequent to year end.





The share-based payments amount for the year is lower than the amount for previous years. The decrease was primarily due to the share-based payment expense on the incremental fair value of the stock options which were modified in Q211.





Write-down on available-for-sale securities increased in Q412. The increase is attributed to a significant or prolonged impairment on a number of investments. The Company wrote the balances down to their market values due to the significant decline in market value that was viewed as other than a temporary impairment.





Management fees were lower in fiscal 2012 compared to fiscal 2011. This was primarily due to the decrease in our exploration activities relative to last year.  During the same period last year, the Company spent $9.8 million on exploration, of which $7.0 million were related to our joint venture projects where management fees were generated. During 2012, the Company spent $6.2 million on exploration, of which the majority of the expenditures was related to our joint venture projects.





IFRS impact on share based payments





Under IFRS graded vesting awards are accounted for as though each instalment is a separate award. IFRS does not provide for an election to treat the instruments as a pool and recognize expense on a straight line basis. Straight line basis is permissible under Canadian GAAP. Under IFRS, the estimates of the number of equity-settled awards that vest are adjusted to the actual number that vests, unless forfeitures are due to market-based conditions. There is no choice to accrue compensation cost as if all instruments granted were expected to vest and recognize the effect of the forfeitures as they occur as elected by the Company under Canadian GAAP. The impact of transition to IFRS with respect to options granted after November 7, 2002 that vest after the date of transition is as follows: (i) increased deficit and equity reserve by $469,000 at May 1, 2010, (ii) decreased share-based payments expense and equity reserve by $97,000 for the year ended April 30, 2011.





5.         CASHFLOW AND LIQUIDITY REVIEW





As of April 30, 2012, the Company had $4.4 million in cash and cash equivalents and working capital of $3.1 million and as of April 30, 2011, the Company had $9.6 million in cash and cash equivalents and working capital of $8.2 million.





5.1           Operating Activities


The Company’s operating activities resulted in net cash outflows of $6.6 million and $7.4 million for the fiscal years ended April 30, 2012 and 2011 respectively.





5.2           Financing Activities


Financing activities resulted in net cash inflows of $1.3 million and $9.2 million for the fiscal years ended April 30, 2012 and 2011 respectively. During the fiscal year ended April 30, 2012, the Company raised $0.9 million from flow-through and ordinary common share financing completed in March 2012 and $0.5 million from a flow-through financing completed in May 2011. For the fiscal year ended April 30, 2011, the Company raised $3.3 million from an ordinary and a flow-through financing in December 2010 and received net cash contributions of $5.5 million from our Korean joint venture partner.





5.3           Investing Activities


Investing activities resulted in net cash outflows of $9,000 and $2,000 for the fiscal year ended April 30, 2012 and 2011 respectively. During the fiscal year ended April 30, 2012, the Company purchased additional property and equipment of approximately $43,000 and also receive proceeds on the sale of equipment of approximately $26,000.




CanAlaska Uranium Ltd. – MD&A April 30, 2012
Page 19 of 26


5.4           IFRS Impact


As described in Section 2.2.1, IFRS impact on accounting for Cree East Project, the deconsolidation of CKULP resulted in a decrease in cash and cash equivalents as follows:


(i)  At May 1, 2010: a)  cash decreased by $836,000


(ii)  At April 30, 2011: a)  cash decreased by $1,774,000





6.
OTHER MATTERS





For a full version of the risks and critical accounting estimates and policies reference should be made to the Company’s audited consolidated financial statements for the year ended April 30, 2012, which are available on the Company’s website at www.canalaska.com and the risk factor section of the most recently filed Form 20-F on EDGAR.





6.1         Related Party Transactions


Related parties include the Board of Directors and Officers of the Company and enterprises which are controlled by these individuals.





The remuneration of key management of the Company for the year ended April 30, 2012 and 2011 were as follows.





Table 14: ($000’s)

Compensations to Related Parties($000’s)


2012
2011Employment benefits and directors fees


705
744Share-based compensation


242
471





The directors and key management were awarded the following share options under the employee share option plan during the fiscal year ended April 30, 2012:





Table 15: Share Option IssuanceDate of grant
Number of options
Exercise price
ExpiryJuly 25, 2011
100,000
$1.00
July 24, 2014November 8, 2011
888,750
$0.50
November 7, 2014





6.2           Financing


Management believes that the funds on hand at April 30, 2012 are sufficient to meet corporate, administrative, exploration activities for the next twelve months given the continuing funding from our joint venture partners. Due to increasingly difficult market conditions facing junior uranium exploration companies management is currently in the process of evaluating its priorities and taking steps to streamline non discretionary expenditures. Should management be successful in its coming exploration programs it may either need to dilute its ownership in its properties and/or secure additional financing to continue to advance the development of its projects.





6.3           Critical Accounting Estimates





6.3.1           Share-Based Payment Plan


The Company has in effect a Stock Option Plan. Stock options awarded are accounted for using the fair value-based method. Fair value is calculated using the Black Scholes model with the assumptions described in the notes to the financial statements. These assumptions are estimated by management based on available information and may be subject to change.





6.4           Disclosure Controls and Internal Control over Financial Reporting


Disclosure controls and procedures ("DC&P") are designed to provide reasonable assurance that all relevant information is gathered and reported to senior management, including the Company's Chief Executive Officer and Chief Financial Officer, on a timely basis so that appropriate decisions can be made regarding public disclosure. Internal control over financial reporting ("ICFR") is designed to provide reasonable assurance that such financial information is reliable and complete. As at the end of the period covered by this management's discussion and analysis, management of the Company, with the participation of the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of the Company's DC&P and ICFR as required by Canadian securities laws. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that, as of the end of the period covered by this management's discussion and analysis, the DC&P were effective to provide reasonable assurance that material information relating to the Company was made known to senior management by others and information required to be disclosed by the Company in its annual filings, interim filings (as such terms are defined under National Instrument 52-109 – Certification of Disclosure in Issuers' Annual and Interim Filings) or other reports filed or submitted by it under securities legislation were recorded, processed, summarized and reported within the time periods specified in securities legislation. The Chief Executive Officer and the Chief Financial Officer have also concluded that, as of the end of the period covered by this management's discussion and analysis, the ICFR provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. To design its ICFR, the Company used the Internal Control –Integrated Framework (COSO Framework) published by the Committee of Sponsoring Organizations of the Treadway Commission. There are no material weaknesses in the Company's ICFR. During the year ended April 30, 2012 there were no changes to the Company's ICFR that materially affected, or are reasonably likely to materially affect, the Company's ICFR.


CanAlaska Uranium Ltd. – MD&A April 30, 2012
Page 20 of 26
 6.5           Forward Looking Statements


Certain statements included in this “MD&A” constitute forward-looking statements, including those identified by the expressions “anticipate”, “believe”, “plan”, “estimate”, “expect”, “intend”, “may”, “should” and similar expressions to the extent they relate to the Company or its management. The forward-looking statements are not historical facts but reflect current expectations regarding future results or events. This MD&A contains forward-looking statements. These forward-looking statements are based on current expectations and various estimates, factors and assumptions and involve known and unknown risks, uncertainties and other factors.


Information concerning the interpretation of drill results also may be considered forward-looking statements; as such information constitutes a prediction of what mineralization might be found to be present if and when a project is actually developed. The estimates, risks and uncertainties described in this MD&A are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in the Company’s forward-looking statements. In addition, any forward-looking statements represent the Company’s estimates only as of the date of this MD&A and should not be relied upon as representing the Company’s estimates as of any subsequent date. The material factors and assumptions that were applied in making the forward-looking statements in this MD&A include: (a) execution of the Company’s existing plans or exploration programs for each of its properties, either of which may change due to changes in the views of the Company, or if new information arises which makes it prudent to change such plans or programs; and (b) the accuracy of current interpretation of drill and other exploration results, since new information or new interpretation of existing information may result in changes in the Company’s expectations. Readers should not place undue reliance on the Company’s forward-looking statements, as the Company’s actual results, performance or achievements may differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements if known or unknown risks, uncertainties or other factors affect the Company’s business, or if the Company’s estimates or assumptions prove inaccurate. Therefore, the Company cannot provide any assurance that forward-looking statements will materialize.





6.6           Recently Adopted Standards and Future Accounting Changes


There were no changes in significant accounting policies of the Company for the fiscal year ended April 30, 2012, except as noted below and noted in the Company’s audited financial statements.





IFRS Transition


Effective January 1, 2011 Canadian publicly listed entities were required to prepare their financial statements in accordance with IFRS.  Due to the requirement to present comparative financial information, the Company’s effective transition date is May 1, 2010.  The three months ended July 31, 2011 is the Company’s first reporting period under IFRS.





The Company’s IFRS conversion team identified three phases to our conversion: (i) Initial diagnostic phase; (ii) Impact analysis, evaluation and solution development phase; and (iii) Implementation and review phase.  Post-implementation will continue in future periods, as outlined below.





The following outlines the Company’s transition project, IFRS transitional impacts and the on-going impact of IFRS on the financial results. Note 17 to the consolidated financial statements provides more detail on the key Canadian GAAP to IFRS difference, the accounting policy decisions and IFRS 1, First-Time Adoption of International Financial Reporting Standards, optional exemptions for significant or potentially significant areas that have had an impact on the financial statements on transition to IFRS or may have an impact in future periods.





6.6.1           Transitional Financial Impact


The tables below outline:


a)
Adjustments to the Company’s equity on adoption of IFRS on May 1, 2010 and April 30, 2011 for comparative purposes.


b)           Adjustments to statement of loss for the year ended April 30, 2011.





www.canalaska.com
 
 CanAlaska Uranium Ltd. – MD&A April 30, 2012
Page 21 of 26


The following tables should be read in conjunction with the more detailed note 17 in the consolidated financial statements as referenced in the tables. Selected sections of note 17 in the consolidated financial statements have also been reproduced under applicable discussions throughout this MD&A.





The Canadian GAAP consolidated statement of financial position has been reconciled to IFRS as follows:





Canadian

GAAP
Effect of transition to IFRS
IFRS


Canadian GAAP
Effect of

Transition

to IFRS
IFRSApril 30, 2011


May 1, 2010AssetsCurrent assetsCash and cash equivalents

11,416
(1,774)
9,642


8,722
(836)
7,886Trade and other receivables

422
-
422


1,148
-
1,148Available-for-sale securities

559
-
559


261
-
261Total current assets

12,397
(1,774)
10,623


10,131
(836)
9,295Non-current assetsReclamation bonds

343
-
343


391
-
391Property and equipment

616
-
616


743
-
743Mineral property interests

54,142
(52,345)
1,797


46,245
(44,542)
1,703Total assets

67,498
(54,119)
13,379


57,510
(45,378)
12,132LiabilitiesCurrent liabilitiesTrade and other payables

2,461
-
2,461


1,626
-
1,626Non- current liabilitiesDeferred income tax liability

3,596
(3,596)
-


3,399
(3,399)
-6,057
(3,596)
2,461


5,025
(3,399)
1,626EquityCommon shares

65,182
6,926
72,108


60,878
6,777
67,655Equity reserve

9,798
372
10,170


9,665
469
10,134Investment revaluation reserve

267
-
267


10
-
10Deficit

(32,806)
(38,821)
(71,627)


(30,668)
(36,625)
(67,293)42,441
(31,523)
10,918


39,885
(29,379)
10,506Non-controlling interest

19,000
(19,000)
-


12,600
(12,600)
-61,441
(50,523)
10,918


52,485
(41,979)
10,50667,498
(54,119)
13,379


57,510
(45,378)
12,132




CanAlaska Uranium Ltd. – MD&A April 30, 2012
Page 22 of 26


Reconciliation of consolidated statement of comprehensive loss.





Canadian GAAP
Effect of

Transition

to IFRS
IFRS($000's)
($000's)
($000's)For the year endedApril 30, 2011EXPLORATION COSTSMineral property expenditures



223
7,803
8,026Equipment rental income



(303)
-
(303)Net option payments



(6)
-
(6)(86)
7,803
7,717OTHER EXPENSES (INCOME)Consulting, labour and professional fees



1,299
-
1,299Depreciation and amortization



178
-
178Gain on disposal of properties

and equipment



(11)
-
(11)Foreign exchange (gain) loss



4
-
4Insurance, licenses and filing fees



130
-
130Interest income



(90)
-
(90)Other corporate costs



159
-
159Investor relations and presentations



163
-
163Rent



118
-
118Share-based payments



719
(96)
623Travel and accommodation



94
-
94Impairment loss on disposal of

Available-for-sale securities



(28)
-
(28)Management fees



(560)
-
(560)2,175
(96)
2,079Loss before income taxes



(2,089)
(7,707)
(9,796)Deferred income tax recovery (expense)



(49)
49
-Loss for the year



(2,138)
(7,658)
(9,796)Other comprehensive lossUnrealized loss (gain) on

available-for-sale securities



(257)
-
(257)Total comprehensive Loss for the year



(1,881)
(7,658)
(9,539)




CanAlaska Uranium Ltd. – MD&A April 30, 2012
Page 2 3of 26
 The transition to IFRS did not significantly impact the Company’s key ratios.





6.7           Risk Factors


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





6.7.1           Commodity Prices


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





6.7.2           Competition


The mining industry is intensely competitive in all of its phases, and the Company competes with many companies possessing greater financial resources and technical facilities than itself with respect to the discovery and acquisition of interests in mineral properties, the recruitment and retention of qualified employees and other persons to carry out its mineral exploration activities. The Company has a large land position in the Athabasca Basin, and has carried out extensive exploration, but has not defined an economic deposit. Other exploration companies have been successful with the discovery of deposits in the Athabasca, and these companies tend to attract investors away from CanAlaska.  CanAlaska relies on the ongoing support of its JV partners to fund their portion of exploration, however additional funding from the current partners is uncertain. Competition in the mining industry could adversely affect the Company’s prospects for mineral exploration in the future.





6.7.3           Foreign Political Risk


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





6.7.4           Government Laws, Regulation and Permitting


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





The operations of the Company will require licenses and permits from various governmental authorities to carry out exploration and development at its projects. In Canada, the issuance of governmental licenses and permits are increasingly being influenced by land use consultations between the government and local First Nations communities. There can be no assurance that the Company will be able to obtain the necessary licences and permits on acceptable terms, in a timely manner or at all. Any failure to comply with permits and applicable laws and regulations, even if inadvertent, could result in the interruption or closure of operations or material fines, penalties or other liabilities.





6.7.5           Title to Properties


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




CanAlaska Uranium Ltd. – MD&A April 30, 2012
Page 24 of 26


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





6.7.6           Estimates of Mineral Resources


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





6.7.7           Cash Flows and Additional Funding Requirements


The Company has limited financial resources, no sources of operating cash flows and no assurances that sufficient funding, including adequate financing, will be available. If the Company’s exploration programs are successful, additional funds will be required in order to complete the development of its projects. The sources of funds currently available to the Company are the sale of marketable securities, the raising of equity capital or the offering of an ownership interest in its projects to a third party. There is no assurance that the Company will be successful in raising sufficient funds to conduct further exploration and development of its projects or to fulfill its obligations under the terms of any option or joint venture agreements, in which case the Company may have to delay or indefinitely postpone further exploration and development, or forfeit its interest in its projects or prospects. Without further financing and exploration work on its properties the Company expects its current 884,364 ha of property to reduce to 864,407 ha by December 31 2012, and 582,776 ha by December 31 2014.  The Company’s Fond Du Lac property reaches its last anniversary on February 13 2013, following which time a new lease will be required by the Fond Du Lac community from Aboriginal and Northern Affairs Canada.   The Cree East and West McArthur projects, with current work filings are in good standing for a minimum 15 years from the current date.





6.7.8           Key Management


The success of the Company will be largely dependent upon the performance of its key officers, consultants and employees. Locating mineral deposits depends on a number of factors, not the least of which is the technical skill of the exploration personnel involved. The success of the Company is largely dependent on the performance of its key individuals. Failure to retain key individuals or to attract or retain additional key individuals with necessary skills could have a materially adverse impact upon the Company’s success.  The Company has terminated all long term employment contracts with senior management and is in the process of completing the negotiation of reduced contracts with the CEO, CFO and VP Exploration.  Non essential technical staff have been terminated and remaining technical staff are currently occupied on third party contracts, and projects which require minimal funding.   This status is being monitored and adjusted on a monthly basis.





6.7.9           Volatility of Share Price


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





6.7.10           Foreign Currency Exchange


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


CanAlaska Uranium Ltd. – MD&A April 30, 2012
Page 25 of 26


6.7.11           Conflict of Interest


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





7.         QUARTERLY AND ANNUAL FINANCIAL INFORMATION




The following tables sets out a summary of the Company’s results:




Table 16: ($000’s)
Quarterly
Year EndQuarterly Loss & Comprehensive Loss Summary
Q111
Q211
Q311
Q411
Q112
Q212
Q312
Q412
2011
2012Revenue
-
-
-
-
-
-
-
-
-
-Exploration CostMineral property expenditures
1,708
2,344
789
3,185
1,223
396
758
2,448
8,026
4,825Mineral property write-offs
-
-
-
-
-
-
-
451
-
451Equipment rental income
(60)
(75)
(78)
(90)
-
-
(28)
(129)
(303)
(157)Net option payments
-
(6)
-
-
-
-
-
-
(6)
-1,648
2,263
711
3,095
1,223
396
730
2,770
7,717
5,119Other Expenses (Income)Consulting, labour and

professional fees
272
269
457
301
287
271
341
356
1,299
1,255Depreciation
44
44
45
45
34
34
34
34
178
136Gain on disposal of properties and equipments
-
-
-
(11)
-
(6)
(1)
-
(11)
(7)Foreign exchange (gain) loss
(2)
(2)
1
7
(12)
7
(5)
6
4
(4)Insurance, licenses and filing fees
18
49
20
43
22
54
10
29
130
115Interest income
(38)
(15)
(26)
(11)
(50)
(28)
(23)
(18)
(90)
(119)Other corporate costs
35
32
53
39
31
40
29
64
159
164Investor relations and  presentations
13
56
46
48
25
45
27
35
163
132Rent
36
38
31
13
35
36
27
36
118
134Stock-based payments
21
435
162
5
31
2
279
7
623
319Travel and accommodation
7
23
34
30
5
30
15
18
94
68Impairment and loss (gain) on

disposal of available-for-sale

securities
-
-
-
(28)
-
-
-
122
(28)
122Premium on flow-thru shares
-
-
-
-
-
(134)
-
(68)
-
(202)Management fees
(126)
(164)
(42)
(228)
(51)
18
(77)
(253)
(560)
(363)280
765
781
253
357
369
656
368
2,079
1,750Loss for the period
(1,928)
(3,028)
(1,492)
(3,348)
(1,580)
(765)
(1,386)
(3,138)
(9,796)
(6,869)Other comprehensive lossUnrealized loss (gain) on available-

for-sale securities
(50)
12
(156)
(63)
124
115
103
(128)
(257)
214Comprehensive loss
(1,878)
(3,040)
(1,336)
(3,285)
(1,704)
(880)
(1,489)
(3,010)
(9,539)
(7,083)Loss per share
(0.11)
(0.18)
(0.08)
(0.17)
(0.08)
(0.04)
(0.07)
(0.15)
(0.54)
(0.34)




CanAlaska Uranium Ltd. – MD&A April 30, 2012
Page 26 of 26


Table 17: ($000’s) Financial Position Summary
As atApr 30, 2010
Jul 31, 2010
Oct 31, 2010
Jan 31, 2011
Apr 30, 2011
Jul 31, 2011
Oct  31, 2011
Jan 31, 2012
Apr 30, 2012Financial PositionAssetsCash and cash equivalents
7,886
7,852
5,313
11,631
9,642
7,381
6,264
5,869
4,394Trade and other receivables
1,148
162
166
260
422
182
190
252
243Available-for-sale securities
261
318
317
573
559
435
320
217
223Total Current Assets
9,295
8,332
5,796
12,464
10,623
7,998
6,774
6,338
4,860Reclamation bond
391
364
348
350
343
343
343
345
345Property and equipment
743
720
693
659
616
585
544
536
504Mineral property interests
1,703
1,776
1,791
1,792
1,797
1,797
1,797
1,804
1,356Total Assets
12,132
11,192
8,628
15,265
13,379
10,723
9,458
9,023
7,065LiabilitiesTrade and other payables
1,626
1,080
358
1,702
2,461
997
745
1,519
1,792Total Liabilities
1,626
1,080
358
1,702
2,461
997
745
1,519
1,792Shareholders’ EquityCommon shares
67,655
67,661
67,678
72,009
72,108
72,583
72,449
72,449
73,210Equity reserve
10,134
10,174
10,625
10,232
10,170
10,207
10,208
10,488
10,506Investment revaluation reserve
10
60
48
204
267
143
28
(75)
53Deficit
(67,293)
(67,783)
(70,081)
(68,882)
(71,627)
(73,207)
(73,972)
(75,358)
(78,496)Total Shareholders’ Equity
10,506
10,112
8,270
13,563
10,918
9,726
8,713
7,504
5,27312,132
11,192
8,628
15,265
13,379
10,723
9,458
9,023
7,065Weighted average common shares

outstanding (000’s)
15,377
17,187
17,194
17,565
18,114
20,130
20,192
20,212
20,425Working Capital
7,669
7,252
5,438
10,762
8,162
7,001
6,029
4,819
3,068