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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended February 28, 2009

or

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

For the transition period from ___________________________ to
___________________________

Commission File Number 333-152343

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

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

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

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

Indicate by check mark whether the registrant (1) has filed all
  reports required to be filed by Section 13 or 15(d) of the 
  Securities Exchange Act of 1934 during the preceding 12 months (or for such
  shorter period that the registrant was 
  required to file such reports), and (2) has been subject to such filing requirements
  for the past 90 days.

[X] YES    [   ] NO

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

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


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

[   ] YES    [X] NO

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

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

[   ] YES    [   ] NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the
issuers classes of common stock, as of the latest practicable date.
**68,630,000 common  shares issued and outstanding as of August
10, 2009**

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PART 1  FINANCIAL INFORMATION

Item 1. Financial Statements.

Our unaudited interim financial statements for the nine month
period ended February 28, 2009 form part of this quarterly report. They are
stated in United States Dollars (US$) and are prepared in accordance with United
States generally accepted accounting principles.

2

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Wolverine Exploration Inc. (An Exploration Stage Company)

February 28, 2009

(unaudited)





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

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

|                                                                            |  | February 28, |   |  | May 31,  |  
|--------------------------------------------------------------------------- |  | ------------ | - |  | -------- | -
|                                                                            |  | 2009         |   |  | 2008     |  
|                                                                            |  | $            |   |  | $        |  
|                                                                            |  | (unaudited)  |   |  |          |  
|ASSETS                                                                      |  |              |   |  |          |  
|Current Assets                                                              |  |              |   |  |          |  
|Cash                                                                        |  | 749          |   |  | 18,990   |  
|Amounts receivable                                                          |  | 1,752        |   |  | 6,428    |  
|Prepaid expenses                                                            |  | 100          |   |  |         |  
|Total Current Assets                                                        |  | 2,601        |   |  | 25,418   |  
|Mineral properties (Note 3)                                                 |  | 348,221      |   |  | 348,221  |  
|Total Assets                                                                |  | 350,822      |   |  | 373,639  |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                        |  |              |   |  |          |  
|Current Liabilities                                                         |  |              |   |  |          |  
|Accounts payable                                                            |  | 200,079      |   |  | 91,911   |  
|Accrued liabilities                                                         |  | 61,080       |   |  | 50,075   |  
|Loans payable (Note 4)                                                      |  | 36,000       |   |  |         |  
|Due
      to related party (Note 5)                                         |  | 7,296        |   |  |         |  
|Total Liabilities                                                           |  | 304,455      |   |  | 141,986  |  
|Nature of Operations and Continuance of Business (Note 1)                   |  |              |   |  |          |  
|Commitments (Notes 3 and 7)                                                 |  |              |   |  |          |  
|Subsequent Events (Note 8)                                                  |  |              |   |  |          |  
|Stockholders Equity                                                        |  |              |   |  |          |  
|Common stock, 200,000,000 shares authorized,
      $0.001 par value         |  |              |   |  |          |  
|68,630,000 and 67,530,000
      shares issued and outstanding, respectively |  | 68,630       |   |  | 67,530   |  
|Additional paid-in capital                                                  |  | 1,030,770    |   |  | 921,870  |  
|Common stock subscribed (Note
      6)                                      |  |             |   |  | 110,000  |  
|Deficit accumulated during the exploration
      stage                      |  | (1,053,033   | ) |  | (868,421 | )
|Accumulated other comprehensive income                                      |  |             |   |  | 674      |  
|Total
      Stockholders Equity                                            |  | 46,367       |   |  | 231,653  |  
|Total Liabilities and Stockholders Equity                                  |  | 350,822      |   |  | 373,639  |  

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

F-1

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

AccumulatedfromFebruary 23,Three months
    
    
    Three months
    
    
    Nine months
    
    
    Nine months
    
    
    2006 (date ofended
    
    
    ended
    
    
    ended
    
    
    ended
    
    
    inception) toFebruary 28,
    
    
    February 28,
    
    
    February 28,
    
    
    February 28,
    
    
    February 28,2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2009$
    
    
    $
    
    
    $
    
    
    $
    
    
    $Revenue
    
    
    
    
    
    
    
    
    
    
    
    
    
    ExpensesForeign exchange
      loss (gain)
    
    (9,894
    )
    
    889
    
    
    (9,894
    )
    
    7,805
    
    
    575General and administrative
    
    45,426
    
    
    103,507
    
    
    189,337
    
    
    293,529
    
    
    807,865Mineral exploration costs
    
    5,169
    
    
    12,310
    
    
    5,169
    
    
    217,469
    
    
    244,593Total Expenses
    
    40,701
    
    
    116,706
    
    
    184,612
    
    
    518,803
    
    
    1,053,033Net Loss
    
    (40,701
    )
    
    (116,706
    )
    
    (184,612
    )
    
    (518,803
    )
    
    (1,053,033
    )Net Loss Per Share, Basic andDiluted
    
    
    
    
    
    
    
    
    
    
    Weighted Average SharesOutstanding
    
    68,630,000
    
    
    67,530,000
    
    
    68,529,000
    
    
    63,967,000


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

F-2

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

|                                                        |  |              |   |  |              |   |  | Accumulated from       |  
|------------------------------------------------------- |  | ------------ | - |  | ------------ | - |  | ---------------------- | -
|                                                        |  | Nine months  |   |  | Nine months  |   |  | February 23, 2006      |  
|                                                        |  | ended        |   |  | ended        |   |  | (date of inception) to |  
|                                                        |  | February 28, |   |  | February 28, |   |  | February 28,           |  
|                                                        |  | 2009         |   |  | 2008         |   |  | 2009                   |  
|                                                        |  | $            |   |  | $            |   |  | $                      |  
|                                                        |  |              |   |  |              |   |  |                        |  
|Operating Activities                                    |  |              |   |  |              |   |  |                        |  
|                                                        |  |              |   |  |              |   |  |                        |  
|Net loss                                                |  | (184,612     | ) |  | (518,803     | ) |  | (1,053,033             | )
|                                                        |  |              |   |  |              |   |  |                        |  
|Changes in operating assets
      and liabilities:      |  |              |   |  |              |   |  |                        |  
|                                                        |  |              |   |  |              |   |  |                        |  
|Amounts
      receivable                                |  | 4,676        |   |  | (17,144      | ) |  | (1,752                 | )
|Prepaid expenses and deposits                           |  | (100         | ) |  | 27,674       |   |  | 26,000                 |  
|Accounts payable                                        |  | 108,168      |   |  | 84,264       |   |  | 215,079                |  
|Accrued liabilities                                     |  | 11,005       |   |  | 26,671       |   |  | 61,080                 |  
|Due to related parties                                  |  | 7,296        |   |  | (98,069      | ) |  | 7,296                  |  
|                                                        |  |              |   |  |              |   |  |                        |  
|Net Cash Used In Operating Activities                   |  | (38,567      | ) |  | (495,407     | ) |  | (745,330               | )
|                                                        |  |              |   |  |              |   |  |                        |  
|Investing Activities                                    |  |              |   |  |              |   |  |                        |  
|                                                        |  |              |   |  |              |   |  |                        |  
|Acquisition of mineral properties                       |  |             |   |  |             |   |  | (321                   | )
|                                                        |  |              |   |  |              |   |  |                        |  
|Net Cash Used In Investing Activities                   |  |             |   |  |             |   |  | (321                   | )
|                                                        |  |              |   |  |              |   |  |                        |  
|Financing Activities                                    |  |              |   |  |              |   |  |                        |  
|                                                        |  |              |   |  |              |   |  |                        |  
|Proceeds from loans payable                             |  | 36,000       |   |  |             |   |  | 21,000                 |  
|Repayment of note payable to related party              |  |             |   |  | (28,414      | ) |  | (34,000                | )
|Refund of common stock
      subscribed                 |  |             |   |  | (1,000       | ) |  | (12,000                | )
|Proceeds from common stock issued or                    |  |              |   |  |              |   |  |                        |  
|subscribed                                              |  |             |   |  | 533,400      |   |  | 771,400                |  
|                                                        |  |              |   |  |              |   |  |                        |  
|Net Cash Provided by Financing Activities               |  | 36,000       |   |  | 503,986      |   |  | 746,400                |  
|                                                        |  |              |   |  |              |   |  |                        |  
|Effects of foreign currency exchange                    |  | (674         | ) |  |             |   |  |                       |  
|                                                        |  |              |   |  |              |   |  |                        |  
|Increase (Decrease) in Cash                             |  | (18,241      | ) |  | 8,579        |   |  | 749                    |  
|                                                        |  |              |   |  |              |   |  |                        |  
|Cash - Beginning of Period                              |  | 18,990       |   |  | 10,366       |   |  |                       |  
|                                                        |  |              |   |  |              |   |  |                        |  
|Cash - End of Period                                    |  | 749          |   |  | 18,945       |   |  | 749                    |  
|                                                        |  |              |   |  |              |   |  |                        |  
|Non-cash Investing and Financing Activities             |  |              |   |  |              |   |  |                        |  
|                                                        |  |              |   |  |              |   |  |                        |  
|Note payable to related party
      pursuant to mineral |  |              |   |  |              |   |  |                        |  
|property vend-in agreement                              |  |             |   |  |             |   |  | 34,000                 |  
|Refundable staking security
      deposits received     |  |              |   |  |              |   |  |                        |  
|pursuant to mineral property
      vend-in              |  |              |   |  |              |   |  |                        |  
|agreement                                               |  |             |   |  |             |   |  | 26,100                 |  
|Shares issued pursuant to mineral property              |  |              |   |  |              |   |  |                        |  
|vend-in agreement                                       |  |             |   |  |             |   |  | (340,000               | )
|                                                        |  |              |   |  |              |   |  |                        |  
|Supplemental Disclosures                                |  |              |   |  |              |   |  |                        |  
|                                                        |  |              |   |  |              |   |  |                        |  
|Interest paid                                           |  |             |   |  |             |   |  |                       |  
|Income taxes paid                                       |  |             |   |  |             |   |  |                       |  

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

F-3

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Wolverine Exploration Inc. (An Exploration Stage Company)
Notes to the Financial Statements February 28, 2009 (Expressed in
U.S. Dollars) (unaudited)

|1. | Nature of Operations and Continuance of
Business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The Company was incorporated in the State of Nevada on
      February 23, 2006. The Company is an Exploration Stage Company, as defined
      by Statement of Financial Accounting Standard (SFAS) No. 7 Accounting
      and Reporting by Development Stage Enterprises. The Companys principal
      business is the acquisition and exploration of mineral resources. The
      Company has not presently determined whether its properties contain
      mineral reserves that are economically recoverable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | These financial statements have been prepared on a going
      concern basis, which implies the Company will continue to realize its
      assets and discharge its liabilities in the normal course of business. The
      Company has never generated revenues since inception and has never paid
      any dividends and is unlikely to pay dividends or generate earnings in the
      immediate or foreseeable future. The continuation of the Company as a
      going concern is dependent upon the continued financial support from its
      shareholders, the ability of the Company to obtain necessary equity
      financing to continue operations, and the attainment of profitable
      operations. As at February 28, 2009, the Company has a working capital
      deficiency of $301,854 and has accumulated losses of $1,053,033 since
      inception. These factors raise substantial doubt regarding the Companys
      ability to continue as a going concern. These financial statements do not
      include any adjustments to the recoverability and classification of
      recorded asset amounts and classification of liabilities that might be
      necessary should the Company be unable to continue as a going
    concern.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|2. | Summary of Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

F-1

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Wolverine Exploration Inc. (An Exploration Stage Company)
Notes to the Financial Statements February 28, 2009 (Expressed in
U.S. Dollars) (unaudited)

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

| | e) | Mineral Property Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | The Company has been in the exploration stage since its
      inception on February 23, 2006 and has not yet realized any revenues from
      its planned operations. It is primarily engaged in the acquisition and
      exploration of mining properties. Mineral property exploration costs are
      expensed as incurred. Mineral property acquisition costs are initially
      capitalized when incurred using the guidance in EITF 04-02, Whether
      Mineral Rights Are Tangible or Intangible Assets. The Company assesses
      the carrying costs for impairment under SFAS No. 144, Accounting for
      Impairment or Disposal of Long Lived Assets at each fiscal quarter end.
      When it has been determined that a mineral property can be economically
      developed as a result of establishing proven and probable reserves, the
      costs then incurred to develop such property, are capitalized. Such costs
      will be amortized using the units-of-production method over the estimated
      life of the probable reserve. If mineral properties are subsequently
      abandoned or impaired, any capitalized costs will be charged to
      operations                                                                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | f) | Long-lived Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | In accordance with SFAS No. 144, Accounting for the
      Impairment or Disposal of Long-Lived Assets, the Company tests long-lived
      assets or asset groups for recoverability when events or changes in
      circumstances indicate that their carrying amount may not be recoverable.
      Circumstances which could trigger a review include, but are not limited
      to: significant decreases in the market price of the asset; significant
      adverse changes in the business climate or legal factors; accumulation of
      costs significantly in excess of the amount originally expected for the
      acquisition or construction of the asset; current period cash flow or
      operating losses combined with a history of losses or a forecast of
      continuing losses associated with the use of the asset; and current
      expectation that the asset will more likely than not be sold or disposed
      significantly before the end of its estimated useful life. Recoverability
      is assessed based on the carrying amount of the asset and its fair value
      which is generally determined based on the sum of the undiscounted cash
      flows expected to result from the use and the eventual disposal of the
      asset, as well as specific appraisal in certain instances. An impairment
      loss is recognized when the carrying amount is not recoverable and exceeds
      fair value.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | g) | Asset Retirement Obligations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | The Company follows the provisions of SFAS No. 143,
      Accounting for Asset Retirement Obligations, which establishes standards
      for the initial measurement and subsequent accounting for obligations
      associated with the sale, abandonment or other disposal of long-lived
      tangible assets arising from the acquisition, construction or development
      and for normal operations of such assets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | h) | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | The Company accounts for income taxes using the asset and
      liability method in accordance with SFAS No. 109, Accounting for Income
      Taxes. The asset and liability method provides that deferred tax assets
      and liabilities are recognized for the expected future tax consequences of
      temporary differences between the financial reporting and tax bases of
      assets and liabilities, and for operating loss and tax credit
      carryforwards. Deferred tax assets and liabilities are measured using the
      currently enacted tax rates and laws that will be in effect when the
      differences are expected to reverse. The Company records a valuation
      allowance to reduce deferred tax assets to the amount that is believed
      more likely than not to be realized                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | i) | Foreign Currency Translation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | The Companys functional and reporting currency is the
      United States dollar. Occasional transactions may occur in Canadian
      dollars and management has adopted SFAS No. 52, Foreign Currency
      Translation. Monetary assets and liabilities denominated in foreign
      currencies are translated using the exchange rate prevailing at the
      balance sheet date. Non-monetary assets and liabilities denominated in
      foreign currencies are translated at rates of exchange in effect at the
      date of the transaction. Average monthly rates are used to translate
      revenues and expenses. Gains and losses arising on translation or
      settlement of foreign currency denominated transactions or balances are
      included in the determination of income.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

F-2

---

Wolverine Exploration Inc. (An Exploration Stage Company)
Notes to the Financial Statements February 28, 2009 (Expressed in
U.S. Dollars) (unaudited)

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

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

Level 1

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

Level 2

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

Level 3

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

| |    | The Companys financial instruments consist principally
      of cash, amounts receivable, accounts payable and accrued liabilities, and
      amounts due to related parties. Pursuant to SFAS No. 157, the fair value
      of our cash is determined based on Level 1 inputs, which consist of
      quoted prices in active markets for identical assets. We believe that the
      recorded values of all of our other financial instruments approximate
      their current fair values because of their nature and respective maturity
      dates or durations.                                                                                                                                                                                                                                                                                                                                                                                              
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | k) | Stock-based Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    | The Company records stock-based compensation in
      accordance with SFAS No. 123R, Share Based Payments, using the fair
      value method. All transactions in which goods or services are the
      consideration received for the issuance of equity instruments are
      accounted for based on the fair value of the consideration received or the
      fair value of the equity instrument issued, whichever is more reliably
      measurable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | l) | Earnings (Loss) Per Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    | The Company computes earnings (loss) per share in
      accordance with SFAS No. 128, "Earnings per Share". SFAS No. 128 requires
      presentation of both basic and diluted earnings per share (EPS) on the
      face of the income statement. Basic EPS is computed by dividing earnings
      (loss) available to common shareholders (numerator) by the weighted
      average number of shares outstanding (denominator) during the period.
      Diluted EPS gives effect to all dilutive potential common shares
      outstanding during the period using the treasury stock method and
      convertible preferred stock using the if-converted method. In computing
      diluted EPS, the average stock price for the period is used in determining
      the number of shares assumed to be purchased from the exercise of stock
      options or warrants. Diluted EPS excludes all dilutive potential shares if
      their effect is anti dilutive.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | m) | Comprehensive Loss                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    | SFAS No. 130, Reporting Comprehensive Income,
      establishes standards for the reporting and display of comprehensive loss
      and its components in the financial statements. As at February 28, 2009,
      the Company has no items that represent a comprehensive loss and,
      therefore, has not included a schedule of comprehensive loss in the
      financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

F-3

---

Wolverine Exploration Inc. (An Exploration Stage Company)
Notes to the Financial Statements February 28, 2009 (Expressed in
U.S. Dollars) (unaudited)

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

| | n) | Recent Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    | In June 2009, the Financial Accounting Standards Board
      (FASB) issued SFAS No. 168, The FASB Accounting Standards Codification
      and the Hierarchy of Generally Accepted Accounting Principles  a
      replacement of FASB Statement No. 162. The FASB Accounting Standards
      Codification (Codification) will become the source of authoritative U.S.
      generally accepted accounting principles (GAAP) recognized by FASB to be
      applied by nongovernmental entities. Rules and interpretive releases of
      the Securities and Exchange Commission SEC under authority of federal
      securities laws are also sources of authoritative GAAP for SEC
      registrants. On the effective date of this statement, the Codification
      will supersede all then-existing non-SEC accounting and reporting
      standards. All other non-grandfathered non-SEC accounting literature not
      included in the Codification will become non-authoritative. This statement
      is effective for financial statements issued for interim and annual
      periods ending after September 30, 2009. The adoption of this statement is
      not expected to have a material effect on the Companys financial
      statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    | In June 2009, the FASB issued SFAS No. 167, Amendments
      to FASB Interpretation No. 46(R). The objective of this statement is to
      improve financial reporting by enterprises involved with variable interest
      entities. This statement addresses (1) the effects on certain provisions
      of FASB Interpretation No. 46 (revised December 2003), Consolidation of
      Variable Interest Entities, as a result of the elimination of the
      qualifying special-purpose entity concept in SFAS No. 166, Accounting for
      Transfers of Financial Assets, and (2) concern about the application of
      certain key provisions of FASB Interpretation No. 46(R), including those
      in which the accounting and disclosures under the Interpretation do not
      always provide timely and useful information about an enterprises
      involvement in a variable interest entity. This statement is effective as
      of the beginning of each reporting entitys first annual reporting period
      that begins after November 15, 2009, for interim periods within that first
      annual reporting period, and for interim and annual reporting periods
      thereafter. Earlier application is prohibited. The adoption of this
      statement is not expected to have a material effect on the Companys
      financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    | In June 2009, the FASB issued SFAS No. 166, Accounting
      for Transfers of Financial Assets  an amendment of FASB No. 140. The
      object of this statement is to improve the relevance, representational
      faithfulness, and comparability of the information that a reporting entity
      provides in its financial statements about a transfer of financial assets;
      the effects of a transfer on its financial position, financial
      performance, and cash flows; and a transferors continuing involvement, if
      any, in transferred financial assets. This statement addresses (1)
      practices that have developed since the issuance of SFAS No. 140,
      Accounting for Transfers and Servicing of Financial Assets and
      Extinguishments of Liabilities, that are not consistent with the original
      intent and key requirements of that statement and (2) concerns of
      financial statement users that many of the financial assets (and related
      obligations) that have been derecognized should continue to be reported in
      the financial statements of transferors. SFAS No. 166 must be applied as
      of the beginning of each reporting entitys first annual reporting period
      that begins after November 15, 2009, for interim periods within that first
      annual reporting period and for interim and annual reporting periods
      thereafter. Earlier application is prohibited. This statement must be
      applied to transfers occurring on or after the effective date.
      Additionally, on and after the effective date, the concept of a qualifying
      special-purpose entity is no longer relevant for accounting purposes. The
      disclosure provisions of this statement should be applied to transfers
      that occurred both before and after the effective date of this statement.
      The adoption of this statement is not expected to have a material effect
      on the Companys financial statements.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    | In May 2009, the FASB issued SFAS No. 165, Subsequent
      Events. SFAS No. 165 establishes general standards of accounting for and
      disclosure of events that occur after the balance sheet date but before
      financial statements are issued or are available to be issued. SFAS No.
      165 is to be applied to interim and annual financial periods ending after
      June 15, 2009. The adoption of this statement is not expected to have a
      material effect on the Companys financial
statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

F-4

---

Wolverine Exploration Inc. 
  (An Exploration Stage Company) 
  Notes to the Financial Statements 
  February 28, 2009 
  (Expressed in U.S. Dollars) 
  (unaudited)

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

| | n) | Recent Accounting Pronouncements (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | In May 2008, the FASB issued SFAS No. 163, Accounting
        for Financial Guarantee Insurance Contracts  An interpretation of
        FASB Statement No. 60. SFAS No. 163 requires that an insurance enterprise
        recognize a claim liability prior to an event of default when there is
        evidence that credit deterioration has occurred in an insured financial
        obligation. It also clarifies how Statement 60 applies to financial guarantee
        insurance contracts, including the recognition and measurement to be used
        to account for premium revenue and claim liabilities, and requires expanded
        disclosures about financial guarantee insurance contracts. It is effective
        for financial statements issued for fiscal years beginning after December
        15, 2008, except for some disclosures about the insurance enterprises
        risk-management activities. SFAS No. 163 requires that disclosures about
        the risk-management activities of the insurance enterprise be effective
        for the first period beginning after issuance. Except for those disclosures,
        earlier application is not permitted. The adoption of this statement did
        not have a material effect on the Companys financial statements.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | In May 2008, the FASB issued SFAS No. 162, The
        Hierarchy of Generally Accepted Accounting Principles. SFAS No.
        162 identifies the sources of accounting principles and the framework
        for selecting the principles to be used in the preparation of financial
        statements of nongovernmental entities that are presented in conformity
        with generally accepted accounting principles in the United States. SFAS
        No. 162 became effective on November 13, 2008 following the SECs
        approval of the Public Company Accounting Oversight Board amendments to
        AU Section 411, The Meaning of Present Fairly in Conformity With
        Generally Accepted Accounting Principles. The adoption of this statement
        did not have a material effect on the Companys financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | In March 2008, the FASB issued SFAS No. 161, Disclosures
        about Derivative Instruments and Hedging Activities  an amendment
        to FASB Statement No. 133. SFAS No. 161 is intended to improve financial
        standards for derivative instruments and hedging activities by requiring
        enhanced disclosures to enable investors to better understand their effects
        on an entity's financial position, financial performance, and cash flows.
        Entities are required to provide enhanced disclosures about: (a) how and
        why an entity uses derivative instruments; (b) how derivative instruments
        and related hedged items are accounted for under Statement 133 and its
        related interpretations; and (c) how derivative instruments and related
        hedged items affect an entitys financial position, financial performance,
        and cash flows. It is effective for financial statements issued for fiscal
        years beginning after November 15, 2008, with early adoption encouraged.
        The adoption of this statement is not expected to have a material effect
        on the Companys financial statements.                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | In December 2007, FASB issued SFAS No. 141 (revised
        2007), Business Combinations. This statement replaces SFAS
        No. 141 and defines the acquirer in a business combination as the entity
        that obtains control of one or more businesses in a business combination
        and establishes the acquisition date as the date that the acquirer achieves
        control. SFAS No. 141 (revised 2007) requires an acquirer to recognize
        the assets acquired, the liabilities assumed, and any noncontrolling interest
        in the acquiree at the acquisition date, measured at their fair values
        as of that date. SFAS No. 141 (revised 2007) also requires the acquirer
        to recognize contingent consideration at the acquisition date, measured
        at its fair value at that date. This statement is effective for fiscal
        years, and interim periods within those fiscal years, beginning on or
        after December 15, 2008 and earlier adoption is prohibited. The adoption
        of this statement is not expected to have a material effect on the Company's
        financial statements.                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | In December 2007, the FASB issued SFAS No. 160, Noncontrolling
        Interests in Consolidated Financial Statements Liabilities an Amendment
        of ARB No. 51. This statement amends ARB 51 to establish accounting
        and reporting standards for the Noncontrolling interest in a subsidiary
        and for the deconsolidation of a subsidiary. This statement is effective
        for fiscal years, and interim periods within those fiscal years, beginning
        on or after December 15, 2008 and earlier adoption is prohibited. The
        adoption of this statement is not expected to have a material effect on
        the Company's financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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

F-5

---

Wolverine Exploration Inc. (An Exploration Stage Company)
Notes to the Financial Statements February 28, 2009 (Expressed in
U.S. Dollars) (unaudited)

|3. | Mineral Properties
(continued)
|-- | ------------------------------

| |    | Under the terms of the vend-in agreement, the Company is
      committed to incurring mineral exploration expenditures of approximately
      $151,000 (Cdn$150,000) on or before March 1, 2008 (spent), $157,200
      (Cdn$200,000) on or before March 1, 2009, and $196,500 (Cdn$250,000) on or
      before March 1, 2010 with the provision that any excess amount spent in
      one year may be carried forward and applied towards fulfilment of the
      expenditure requirements of a later year. As at February 28, 2009, the
      Company has spent $244,593 (Cdn$242,989) on exploration expenditures.
      These expenditures also qualify as exploration expenditures under the
      terms of the Companys mineral exploration licenses.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | b) | On May 17, 2007, the Company purchased a 90% interest in
      one mineral license in central Labrador, Canada, comprised of 6 claims
      covering an area of 371 acres for $321 (Cdn$360).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | c) | The mineral exploration licenses on the Companys
      properties are for a term of five years commencing at various dates from
      August 18, 2006 to May 17, 2007. These licenses may be renewed every five
      years for up to a maximum of twenty years provided annual assessment work
      is completed and reported, and license renewal fees of $20 (Cdn$25), $39
      (Cdn$50) and $79 (Cdn$100) per claim are paid after five, ten and fifteen
      years, respectively. In order to maintain the property in good standing
      the Company is required to spend from $157 (Cdn$200) per claim in the
      first year to $943 (Cdn$1,200) per claim in the twentieth
  year.                                                           

|4. | Loans Payable                                                                                                                                                                                                                                                                                                                                                                       
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                     
|   | a)                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                     
|   | b)                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                     
|5. | Related Party Transactions                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                     
|   | As at February 28, 2009, the Company owes $7,296
      (Cdn$9,283) (May 31, 2008 - $nil) to the President of the Company which is
      non-interest bearing, unsecured and due on demand.                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                     
|6. | Common Stock                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                     
|   | Between February and May 2008, 1,100,000 common shares at
      $0.10 per share for proceeds of $110,000 were subscribed for. The shares
      were issued in June 2008.                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                     
|7. | Commitment                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                     
|   | On January 31, 2007, the Company entered into a
      consulting agreement with a company whereby it has agreed to pay $10,000
      per month and issue a bonus of 5% of the common shares in the event of the
      discovery of a major commercially viable mineral resource deposit. The
      contract does not terminate until minimum term ending on February 28,
      2010.

|8. | Subsequent Events                                                                                                                                                                                                 
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                   
|   | Subsequent to quarter end, the Company issued 1,500,000
      shares at $0.03 per share for proceeds of $45,000. From these proceeds,
      the Company repaid the $15,000 loan payable as disclosed in Note
  4b.

F-6

---

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

Forward-Looking Statements

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

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

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

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

Corporate History

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

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

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

Our Current Business

We are an exploration stage company engaged in the business of
acquisition and exploration of base and precious metal mineral properties. Our
current exploration is focused on the Shenin Claims and the Haderer Claims,
mineral

4

---

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

For the nine month period ended February 28, 2009, we incurred
$5,169 in exploration costs.

Cash Requirements

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

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

Not accounting for our working capital deficit of $301,854, we
require additional funds of approximately $496,000 at a minimum to proceed with
our plan of operation over the next twelve months, exclusive of any acquisition
costs. As we do not have the funds necessary to cover our projected operating
expenses for the next twelve month period, we will be required to raise
additional funds through the issuance of equity securities, through loans or
through debt financing. There can be no assurance that we will be successful in
raising the required capital or that actual cash requirements will not exceed
our estimates. We intend to fulfill any additional cash requirement through the
sale of our equity securities.

Our auditors have issued a going concern opinion for our year
ended May 31, 2008. This means that there is substantial doubt that we can
continue as an on-going business for the next twelve months unless we obtain
additional capital to pay our bills. This is because we have not generated any
revenues and no revenues are anticipated until we begin removing and selling
minerals. As we had cash in the amount of $749 and a working capital deficit in
the amount of $301,854 as of February 28, 2009, we do not have sufficient
working capital to enable us to carry out our stated plan of operation for the
next twelve months. We plan to complete debt financings and/or private placement
sales of our common stock in order to raise the funds necessary to pursue our
plan of operation and to fund our working capital deficit in order to enable us
to pay our accounts payable and accrued liabilities. We currently do not have
any arrangements in place for the completion of any debt financings or private
placement financings and there is no assurance that we will be successful in
completing any debt financing or private placement financing. Our success or
failure will be determined by what we find under the ground.

Exploration Plan

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

| | 1. | Phase One  This phase of our companys exploration
      program was completed in October 2007 at a cost of $7,012 (CDN$7,500).
      Phase one consisted of prospecting, rock sampling, and assaying the rock
      samples. As a result of the favorable results from this phase of the
      exploration program, management decided to proceed with phase
  two.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                      
| | 2. | Phase Two - This phase of our companys exploration
      program was completed in October 2007 at a cost of $187,915 (CDN$201,000).
      Phase two consisted of an airborne survey of the Labrador Claims. As a
      result of the favorable results from this phase of the exploration
      program, management decided to proceed with phase
three.            

5

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

The project consists of a detailed prospecting and sampling
program to be carried out on our mineral licenses during the summer of 2009.
Should the results of this prospecting program be encouraging there would be
time for the excavating, trenching and drilling to be done later this year.

Access to the area would be by the Trans Labrador Highway with
personnel working out of Goose Bay and would consist of a geologist and four
experienced prospectors. The geologist would require room and board in Goose Bay
while the prospectors would be recruited in the local area.

Under supervision of the geologist, the prospectors would work
in 2 man teams and cover selected areas each day to avoid excessive overlap as
traverses would be controlled by GPS. Particular attention will be focused on
anomalous areas that were identified by the airborne survey completed in 2007.
Each prospector would be equipped with a scientillometer as some areas are known
to contain U308, however gold and base metals would remain the principal targets
at present. As no ground disturbance such as test pits or trenching is
contemplated, no government permits would be required for this prospecting
program.

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

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

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

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

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

6

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As at February 28, 2009, we had a cash balance of $749. We will
need to raise additional financing to fund phase four of the proposed
exploration program to commence in summer 2009 and subject to positive results
in phase four additional financing for phase five of the proposed exploration
program to commence in the fall of 2009.

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

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

Purchase of Significant Equipment

We do intend to purchase mineral ore processing equipment over
the twelve months ending February 28, 2010.

Corporate Offices

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

Employees

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

Critical Accounting Policies

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

Mineral Property Costs

Our company has been in the exploration stage since inception
on February 23, 2006 and have not yet realized any revenues from its operations.
We are primarily engaged in the acquisition and exploration of mineral
exploration properties. We expense mineral property exploration costs as they
are incurred. Mineral property acquisition costs are initially capitalized, when
incurred, using the guidance in the Emerging Issues Task Force (EITF)
04-02, whether Mineral Rights are Tangible or Intangible Assets. Our company
assesses the carrying costs for impairment under SFAS No. 144, Accounting for
Impairment or Disposal of Long Lived Assets at each fiscal quarter end. An
impairment is recognized when the sum of the expected undiscounted future cash
flows is less than the carrying

7

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amount of the mineral property. Impairment losses, if any, are
measured as the excess of the carrying amount of the mineral property over its
estimated fair value. When it has been determined that a mineral property can be
economically developed as a result of establishing proven and probable reserves,
the costs then incurred to develop such property, are capitalized. Such costs
will be amortized using the units-of-production method over the estimated life
of the proven and probable reserves. If mineral properties are subsequently
abandoned or impaired, any capitalized costs will be charged to operations.

Long-Lived Assets

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

Asset Retirement Obligations

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

Stock-based Compensation

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

Results of Operations

Three Months Ended February 28, 2009 and 2008

The following summary of our results of operations should be
read in conjunction with our financial statements for the quarter ended February
28, 2009 which are included herein.

Three month Summary ending February 28, 2009 and
2008

Three Months EndedFebruary 282009
      
      
      2008Revenue
      $
      Nil
      
      $
      NilOperating Expenses
      $
      40,701
      
      $
      116,706Net Loss
      $
      (40,701
      )
      $
      (116,706
      )


Expenses

Our operating expenses for the three month periods ended
February 28, 2009 and 2008 are outlined in the table below:

8

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Three Months EndedFebruary 282009
      
      
      2008Foreign exchange loss (gain)
      $
      (9,894
      )
      $
      889General and administrative
      $
      45,426
      
      $
      130,507Mineral exploration costs
      $
      5,169
      
      $
      12,310


Operating expenses for the three months ended February 29, 2009
decreased by 65% as compared to the comparative period in 2008 primarily due to
the lack of funds available which can be attributed to the current economic
conditions.

Nine month Summary ending February 28, 2009 and 2008

Nine Months EndedFebruary 282009
      
      
      2008Revenue
      $
      Nil
      
      $
      NilOperating Expenses
      $
      184,612
      
      $
      518,803Net Loss
      $
      (184,612
      )
      $
      (518,803
      )


Expenses

Our operating expenses for the nine month periods ended
February 28, 2009 and 2008 are outlined in the table below:

Nine Months EndedFebruary 282009
      
      
      2008Foreign exchange loss (gain)
      $
      (9,894
      )
      $
      7,805General and administrative
      $
      189,337
      
      $
      293,529Mineral exploration costs
      $
      5,169
      
      $
      217,469


Operating expenses for the nine months ended February 29, 2009
decreased by 64% as compared to the comparative period in 2008 primarily due to
the lack of funds available which can be attributed to the current economic
conditions.

Revenue

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

9

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Liquidity and Financial Condition

Working Capital

At
    
    
    AtFebruary 28,
    
    
    May 31,2009
    
    
    2008Current assets
    $
    2,601
    
    $
    25,418Current liabilities
    
    304,455
    
    
    141,986Working capital deficit
    $
    (301,854
    )
    $
    (116,568
    )


Cash Flows

Nine Months EndedFebruary 28,
      
      
      February 28,2009
      
      
      2008Net Cash Used in Operating Activities
      $
      (38,567
      )
      $
      (495,407
      )Net Cash Used in investing activities
      
      Nil
      
      
      NilNet Cash Provided by Financing Activities
      
      36,000
      
      
      503,986Net increase (decrease) in cash during period
      $
      (18,241
      )
      $
      8,579


Operating Activities

Net cash used in operating activities during the nine months
ended February 28, 2009, was $38,567 compared to $495,407 during the nine months
ended February 28, 2008.

Investing Activities

We did not have any investing activities during the nine months
ended February 28, 2009 and February 29, 2008.

Financing Activities

During the nine months ended February 28, 2009, we received a
$21,000 loan.

Contractual Obligations

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

Off-Balance Sheet Arrangements

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

Recently Issued Accounting Standards

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

10

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authoritative. This statement is effective for financial
statements issued for interim and annual periods ending after September 30,
2009. The adoption of this statement is not expected to have a material effect
on our companys financial statements.

In June 2009, the FASB issued SFAS No. 167, Amendments to FASB
Interpretation No. 46(R). The objective of this statement is to improve
financial reporting by enterprises involved with variable interest entities.
This statement addresses (1) the effects on certain provisions of FASB
Interpretation No. 46 (revised December 2003), Consolidation of Variable
Interest Entities, as a result of the elimination of the qualifying
special-purpose entity concept in SFAS No. 166, Accounting for Transfers of
Financial Assets, and (2) concern about the application of certain key
provisions of FASB Interpretation No. 46(R), including those in which the
accounting and disclosures under the Interpretation do not always provide timely
and useful information about an enterprises involvement in a variable interest
entity. This statement is effective as of the beginning of each reporting
entitys first annual reporting period that begins after November 15, 2009, for
interim periods within that first annual reporting period, and for interim and
annual reporting periods thereafter. Earlier application is prohibited. The
adoption of this statement is not expected to have a material effect on our
companys financial statements.

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

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

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

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of
Generally Accepted Accounting Principles. SFAS No. 162 identifies the sources
of accounting principles and the framework for selecting the principles to be
used in the preparation of financial statements of nongovernmental entities that
are presented in conformity with generally accepted accounting principles in the
United States. SFAS No. 162 became effective on November 13, 2008 following the
SECs approval of the Public Company Accounting Oversight Board amendments to AU
Section

11

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411, The Meaning of Present Fairly in Conformity With
Generally Accepted Accounting Principles. The adoption of this statement did
not have a material effect on our companys financial statements.

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

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

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

Item 4. Controls and Procedures

Managements Report on Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that
information required to be disclosed in the reports filed or submitted under the
Exchange Act is recorded, processed, summarized and reported, within the time
period specified in the SECs rules and forms. Management is responsible for
establishing and maintaining adequate internal control over financial reporting,
as required by Sarbanes-Oxley (SOX) Section 404 A. Wolverines internal control
over financial reporting is a process designed under the supervision of
Wolverines Chief Executive Officer and Chief Financial Officer to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of Wolverines financial statements for external purposes in
accordance with U.S. generally accepted accounting principles.

As of February 28, 2009, Wolverine has not completed the
Internal Control over Financial Reporting (ICFR) documentation and
testing. However, management believes that the ICFR is not effective. Management
assessed the effectiveness of Wolverines internal control over financial
reporting based on the criteria for effective internal control over financial
reporting established in Internal ControlIntegrated Framework issued by the
COSO and SEC guidance on conducting such assessments. Based on that evaluation,
management concluded that, during the period covered by this report, such
internal controls and procedures were not effective to detect the possible
inappropriate application of US GAAP rules as more fully described below. This
was due to deficiencies that existed in the design or operation of Wolverines
internal control over financial reporting that adversely affected its internal
controls and that may be considered to be material weaknesses.

The matters involving internal controls and procedures that
management considered to be material weaknesses under the standards of the
Public Company Accounting Oversight Board were: (1) lack of a functioning audit

12

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committee and lack of a majority of outside directors on
Wolverines board of directors, resulting in ineffective oversight in the
establishment and monitoring of required internal controls and procedures; (2)
inadequate segregation of duties consistent with control objectives; (3)
insufficient written policies and procedures for accounting and financial
reporting with respect to the requirements and application of US GAAP and SEC
disclosure requirements; and (4) ineffective controls over period end financial
disclosure and reporting processes. The aforementioned material weaknesses were
identified by Wolverines Chief Financial Officer in connection with the review
of Wolverines financial statements as of February 28, 2009 and communicated the
matters to management.

Management believes that the material weaknesses set forth in
items (2), (3) and (4) above did not have an affect on Wolverines financial
results. However, management believes that the lack of a functioning audit
committee and lack of a majority of outside directors on Wolverines board of
directors, resulting in ineffective oversight in the establishment and
monitoring of required internal controls and procedures can result in
Wolverines determination to its financial statements for the future years.

Wolverine is committed to improving its financial organization.
As part of this commitment, Wolverine will create a position when funds are
available to Wolverine to segregate duties consistent with control objectives
and will increase its personnel resources and technical accounting expertise
within the accounting function: i) Appointing one or more outside directors to
its board of directors who will also be appointed to the audit committee of
Wolverine resulting in a fully functioning audit committee who will undertake
the oversight in the establishment and monitoring of required internal controls
and procedures; and ii) Preparing and implementing sufficient written policies
and checklists that will set forth procedures for accounting and financial
reporting with respect to the requirements and application of US GAAP and SEC
disclosure requirements.

Management believes that the appointment of one or more outside
directors, who will also be appointed to a fully functioning audit committee,
will remedy the lack of a functioning audit committee and a lack of a majority
of outside directors on Wolverines Board. In addition, management believes that
preparing and implementing sufficient written policies and checklists will
remedy the following material weaknesses: (i) insufficient written policies and
procedures for accounting and financial reporting with respect to the
requirements and application of US GAAP and SEC disclosure requirements; and
(ii) ineffective controls over period end financial close and reporting
processes. Further, management believes that the hiring of additional personnel
who have the technical expertise and knowledge will result proper segregation of
duties and provide more checks and balances within the department. Additional
personnel will also provide the cross training needed to support Wolverine if
personnel turn over issues within the department occur. This coupled with the
appointment of additional outside directors will greatly decrease any control
and procedure issues Wolverine may encounter in the future.

Management will continue to monitor and evaluate the
effectiveness of Wolverines internal controls and procedures and its internal
controls over financial reporting on an ongoing basis and are committed to
taking further action and implementing additional enhancements or improvements,
as necessary and as funds allow.

Changes in Internal Controls

During the quarter of the fiscal year covered by this report,
there were no changes in Wolverines internal controls or, to Wolverines
knowledge, in other factors that have materially affected, or are reasonably
likely to materially affect, these controls and procedures subsequent to the
quarter of the fiscal year covered by this report.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings

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

13

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Item 1A. Risk Factors

Much of the information included in this annual report includes
or is based upon estimates, projections or other forward looking statements.
Such forward looking statements include any projections and estimates made by us
and our management in connection with our business operations. While these
forward-looking statements, and any assumptions upon which they are based, are
made in good faith and reflect our current judgment regarding the direction of
our business, actual results will almost always vary, sometimes materially, from
any estimates, predictions, projections, assumptions or other future performance
suggested herein.

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

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

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

Our failure to make required expenditures could cause us to
lose title to the mineral claim.

Under the terms of the vend-in agreement with Shenin Resources
Inc., we are required to incur the following expenditures on the claims (i) CDN
$150,000 on or before March 1, 2008; (ii) CDN $200,000 on or before March 1,
2009, and (iii) CDN $250,000 on or before March 1, 2010; provided that (iv) any
excess amount spent in one year may be carried forward and applied towards
fulfillment of the expenditure required in the later year. As a result of our
completion of Phase One and Phase Two of the proposed exploration program, we
have met our March 1, 2008 expenditure requirements and our March 1, 2009
expenditure requirements . However, there is no assurance that we can fulfill
the other expenditure requirements and may lose title to the Labrador Claims.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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The Financial Industry Regulatory Authority, or FINRA, has
adopted sales practice requirements which may also limit a stockholder's ability
to buy and sell our stock.

In addition to the "penny stock" rules described above, FINRA
has adopted rules that require that in recommending an investment to a customer,
a broker-dealer must have reasonable grounds for believing that the investment
is suitable for that customer. Prior to recommending speculative low priced
securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customer's financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, FINRA believes that there is a high probability that speculative
low priced securities will not be suitable for at least some customers. FINRA
requirements make it more difficult for broker-dealers to recommend that their
customers buy our common stock, which may limit your ability to buy and sell our
stock and have an adverse effect on the market for our shares.

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

None.

Item 3. Defaults Upon Senior Securities

None.

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

None.

Item 5. Other Information

None.

Item 6. Exhibits

|Exhibit |                                                                                                                                                                                                                                   
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                                                                       
|        |                                                                                                                                                                                                                                   
|(3)     | (i) Articles of Incorporation; and (ii) Bylaws                                                                                                                                                                                    
|        |                                                                                                                                                                                                                                   
|3.1     | Articles of Incorporation of Wolverine Exploration Inc.
      filed as an Exhibit to our Form S-1 (Registration Statement) on July 15,
      2008, and incorporated herein by reference.                                          
|        |                                                                                                                                                                                                                                   
|3.2     | Bylaws of Wolverine Exploration Inc., filed as an Exhibit
      to our Form S-1 (Registration Statement) on July 15, 2008, and
      incorporated herein by reference.                                                            
|        |                                                                                                                                                                                                                                   
|3.3     | Certificate of Amendment of Wolverine Exploration Inc.,
      filed as an Exhibit to our Form S-1  (Registration Statement)
      filed on July 15, 2008 and incorporated herein by reference.                                    
|        |                                                                                                                                                                                                                                   
|3.4     | Certificate of Registration of Extra-Provincial
      Corporation, filed as an Exhibit to our Form S-1  (Registration
      Statement) filed on July 15, 2008 and incorporated herein by reference.                               
|        |                                                                                                                                                                                                                                   
|(10)    | Material Contracts                                                                                                                                                                                                                
|        |                                                                                                                                                                                                                                   
|10.1    | Vend-In Agreement dated February 28, 2007 between
      Wolverine and Shenin Resources Inc., filed as an Exhibit to our Form S-1
      (Registration Statement) filed on July 15, 2008 and incorporated herein by
      reference.

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|Exhibit |                                                                                                                                                                                                                                                               
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                               
|10.2    | Consulting Agreement
        dated January 31, 2007 between Wolverine and Texada Consulting Inc., filed
        as an Exhibit to our Form S-1 (Registration Statement) filed on July 15,
        2008 and incorporated herein by reference.                   
|        |                                                                                                                                                                                                                                                               
|10.3    | Additional Property
        Agreement dated May 17, 2007 among Wolverine, Shenin Resources Inc. and
        Richard Haderer, filed as an Exhibit to our Form S-1 (Registration Statement)
        filed on July 15, 2008 and incorporated herein by reference.
|        |                                                                                                                                                                                                                                                               
|(14)    | Code of Ethics                                                                                                                                                                                                                                                
|        |                                                                                                                                                                                                                                                               
|14.1    | Code of Ethics,
        filed as an Exhibit to our Form S-1 (Registration Statement) filed on
        July 15, 2008 and incorporated herein by reference.                                                                                                     
|        |                                                                                                                                                                                                                                                               
|(31)    | Rule 13a-14(a)/15d-14(a)
        Certifications                                                                                                                                                                                                               
|        |                                                                                                                                                                                                                                                               
|31.1*   | Section
        302 Certifications under Sarbanes-Oxley Act of 2002                                                                                                                                                                                           
|        |                                                                                                                                                                                                                                                               
|(32)    | Section 1350
        Certifications                                                                                                                                                                                                                           
|        |                                                                                                                                                                                                                                                               
|32.1*   | Section
        906 Certifications under Sarbanes-Oxley Act of 2002                                                                                                                                                                                           

* Filed herewith.

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SIGNATURES

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

|                       | WOLVERINE EXPLORATION INC.                             
|---------------------- | -------------------------------------------------------
|                       | (Registrant)                                           
|                       |                                                        
|                       |                                                        
|Dated: August 14, 2009 | /s/ Lee
      Costerd                                  
|                       | Lee Costerd                                            
|                       | Chief Executive Officer, Chief Financial
      Officer 
|                       | and Director                                           
|                       | (Principal Executive Officer, Principal
      Financial
|                       | Officer and Principal Accounting Officer)              

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