|                |        Registration Statement Pursuant to Section 12(b) Or (g) of the Securities Exchange Act of 1934               |
|----------------|----------------------------------------------------------------------------------------------------------------------------------------------|
|  Or  |
|  x        |            Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
|           |            For the Fiscal Year Ended                                                            | APRIL 30, 2011 Or             TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Or             SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934    Date of event requiring this shell company report      for the transition period from ______________ to _________________ Commission File Number: **0-28792       **    CanAlaska Uranium Ltd.(Exact Name of Registrant As Specified In Its Charter) Not Applicable(Translation of Registrant’s Name Into English) British Columbia, Canada(Jurisdiction of Incorporation or Organization) 1020- 625 Howe Street, Vancouver, B.C. V6C 2T6(Address of Principal Executive Offices)  Securities Registered or to be Registered Pursuant to Section 12 (b) of the Act.   
Title of Each Class  
Name on Each Exchange On Which Registered   None   Not Applicable        Securities Registered or to be Registered Pursuant to Section 12(g) of the Act. Common Shares Without Par Value(Title of Class)  securities For Which There is a Reporting Obligation Pursuantto Section 15(d) of the Act.  None  (Title of Class)  Indicate the Number of Outstanding Shares of Each of the Issuer’s Classes of Capital or Common Shares as of the close of the Period Covered by the Annual Report.   19,829,995 Shares   Indicate by check mark whether the registrant is a well known seasoned issuer, as defined in Rule 405 of the Securities Act.    YES 
  NOx       If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.     YES  
  NOx      Note – Checking the box above will not relieve any registrant required to filed reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.    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.     YESx
  NO                         Indicate by check mark whether the registrant has submitted electronically and posted on its Corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).                                YES________o________ NO ________x_______ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):   
Large accelerated filer   
  Accelerated filer   
  Non-accelerated filer 
x      Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:      U.S. GAAP    IFRS    OTHERx                                                                 International Financial Reporting                                                                 Standards as issued by the International                                                               Accounting Standards Board   Indicate by check mark which financial statement item the registrant has elected to follow.        X  Item 17    Item 18          If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of this Exchange Act).                    YES  
  NOX          (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)  Indicate by check mark whether the registrant has filed all documents and reports to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.    YES  
  NO       1  TABLE OF CONTENTS   Page          GLOSSARY OF MINING TERMS6    PART I          ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS9        ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE9        ITEM 3.KEY INFORMATION9  A.Selected Financial Data9  B.Capitalization and Indebtedness11  C.Reasons for the Offer and Use of Proceeds11  D.Risk Factors11        ITEM 4.INFORMATION ON THE COMPANY14  A.History and Development of the Company14  B.Business Overview14  C.Organizational Structure14  D.Property Plant and Equipment15            1. CREE EAST PROJECT, SASKATCHEWAN16    2. WEST MCARTHUR PROJECT, SASKATCHEWAN17    3. POPLAR PROJECT, SASKATCHEWAN18    4. FOND DU LAC PROJECT, SASKATCHEWAN18    5. BLACK LAKE PROJECT, SASKATCHEWAN19            6. COLLINS BAY EXTENSION PROJECT, SASKATCHEWAN19    7. GREASE RIVER PROJECT, SASKATCHEWAN20    8. CREE WEST PROJECT, SASKATCHEWAN21    9. KEY LAKE PROJECT, SASKATCHEWAN21    10. HELMER PROJECT, SASKATCHEWAN21            11. LAKE ATHABASCA PROJECT, SASKATCHEWAN21    12. NW MANITOBA, MANITOBA22    13. MCTAVISH PROJECT, SASKATCHEWAN22    14. CARSWELL PROJECT, SASKATCHEWAN23    15. OTHER PROJECTS23        ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS23  A.Operating Results23    New Accounting Pronouncements25    Results of Operations - Consolidated Statement of Loss, Comprehensive Loss and Deficit      for the twelve months ending April 30, 2011, 2010 and 200926  B.Liquidity and Capital Resources28  C.Research and Development, Patents and Licenses, etc.29  D.Trend Information30  E.Off-Balance Sheet Arrangements30  F.Tabular Disclosure of Contractual Obligations30  G.Safe Harbor30        ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES31  A.Directors and Senior Management33  B.Compensation33  C.Board Practices – Mandate of the Board of Directors37  D.Employees42  E.Share Ownership43        ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS46  A.Major Shareholders46  B.Related Party Transactions46  C.Interests of Experts and Counsel46        ITEM 8.FINANCIAL INFORMATION46  A.Consolidated Statements and Other Financial Information46  B.Significant Changes47        ITEM 9.THE OFFER AND LISTING47  A.Offer and Listing Details47  B.Plan of Distribution48  C.Markets48  D.Selling Shareholders48  E.Dilution48  F.Expenses of the Issue48        ITEM 10.ADDITIONAL INFORMATION48  A.Share Capital48  B.Memorandum and Articles of Association49  C.Material Contracts49  D.Exchange Controls50  E.Taxation50  F.Dividends and Paying Agents55  G.Statements by Experts55  H.Documents on Display55  I.Subsidiary Information56        ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK56        ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES56   2       PART II          ITEM 13.DEFAULTS, DIVIDEND ARREARS AND DELINQUENCIES56        ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS    AND USE OF PROCEEDS56        ITEM 15.CONTROLS AND PROCEDURES56        ITEM 16.[ RESERVED ]57        ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT58        ITEM 16B.CODE OF ETHICS58        ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES58        ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARES FOR AUDIT COMMITTEES59        ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER    AND AFFILIATED PURCHASERS59        ITEM 16F.CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT59        ITEM 16GCORPORATE GOVERNANCE59           3     PART III        ITEM 17.CONSOLIDATEDFINANCIAL STATEMENTS59      ITEM 18.CONSOLIDATEDFINANCIAL STATEMENTS59      ITEM 19.EXHIBITS59        SIGNATURES61      Certifications of CEO and CFO for financial reporting, disclosure and internal controls          Certification of the Chief Executive Officer62        Certification of the Chief Financial Officer63        Certification of CEO Pursuant To 18 U.S.C. Section 1350    Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 200264        Certification of CFO Pursuant To 18 U.S.C. Section 1350 Adopted    Pursuant to Section 906 of the Sarbanes-Oxley Act of 200265        Certificate of Ethics for the Chief Executive Officer and the Chief Financial Officer66       APPENDIX         (A) Audited Consolidated Financial Statements         (B) Management Discussion and Analysis dated August 15, 2011            4  GLOSSARY OF MINING TERMSThe following are abbreviations and definitions of terms commonly used in the mining industry and this Annual Statement:Aeromagnetic surveyA geophysical survey using a magnetometer aboard, or towed behind, an aircraft.AuThe chemical symbol for gold.AnomalyAny departure from the norm which may indicate the presence of mineralization in the underlying bedrock.AnorthositeLight grey to almost black variety of gabbro, made up of plagioclase with a mafic content of less than 10%.AphebianPeriod of time in the Earth’s history between 2.5 and 1.8 billion years ago.ArcheanPeriod of time in the Earth’s history between 3.8 and 2.5 billion years ago.AssayA chemical test performed on a sample of ores or core to determine the amount of valuable metals contained.Assessment WorkThe amount of work, specified by mining law, that must be performed each year in order to retain legal control of mining claims.Athabasca BasinThe region located in northern Saskatchewan province, Canada hosting the world’s richest uranium deposits and all of Canada’s producing uranium mines.  The basin is approximately 400 km across east/west and 150 km north/south.  Its geology is characterized by metasedimentary bedrock overlain by younger sandstones.Audio-Magnetotellurics (AMT)A geophysical method that measures the Earth’s varying electric and magnetic fields.BasinIn geology a round or oval depression in the Earth's surface, containing younger rock in its central part.BatholithA large mass of igneous rock extending to great depth with its upper portion dome-like in shape. Similar, smaller masses of igneous rocks are known as bosses or plugs.BrecciaA rock in which angular fragments are surrounded by a mass of fine-grained minerals.CVVStock symbol for CanAlaska Uranium Ltd. on the TSX ExchangeChalcopyriteA sulphide mineral of copper and iron; the most important ore mineral of copper.Channel SampleA sample composed of pieces of vein or mineral deposit that have been cut out of a small trench or channel, usually about 10 cm wide and 2 cm deep.Chip SampleA method of sampling a rock exposure whereby a regular series of small chips of rock is broken off along a line across the face.ClaimAn area marked on a map or the ground, where the Government has given current mineral title to the registered owner. Holder usually has the right to carry out mineral exploration and apply to mine on the located area.CretaceousThe third and latest of the periods in the Mesozoic Era.Diamond DrillA rotary type of rock drill that cuts a core of rock that is recovered in long cylindrical sections, 2 cm or more in diameter.DickiteDickite is a polymorphic alumino-silicate clay that is formed from hydrothermal environments.DioriteAn intrusive igneous rock composed chiefly of plagioclase, hornblende, biotite or pyroxene.DraviteA complex sodium/magnesium/aluminum/boron silicate formed from hydrothermal environments.EM SurveyA geophysical survey method which measures the electromagnetic properties of rocks.Exploration Prospecting, sampling, mapping, diamond drilling and other work involved in searching for ore.Exploration PermitSee licence for New Zealand operationsFaultFracture in the Earth’s crust, along which there has been displacement of the sides relative to one another parallel to the fracture.GabbroA dark, coarse-grained intrusive igneous rock.Geophysical SurveysThe use of one or more geophysical techniques in geophysical exploration.Grab SamplesA sample of rock or sediment taken more or less indiscriminately at any place.Gravity Gradient SurveyA geophysical method used to map and mathematically model underground fault structures based on measurements of the gravity of rocks.GneissLayered granite-like rock.GossanAn iron-oxide rich weathered product overlying a sulphide deposit.GraniteA coarse-grained intrusive igneous rock consisting of quartz, feldspar and mica.Gpt, or g/tGrams per tonne.Hydrothermal AlterationRock alteration simply means changing the mineralogy of the rock.  The old minerals are replaced by new ones because there has been a change in the conditions.  These changes could be changes in temperature, pressure, or chemical conditions or any combination of these.  Hydrothermal alteration is a change in the mineralogy as a result of interaction of the rock with hot water fluids, called “hydrothermal fluids”.Hydrothermal FluidsHydrothermal fluids cause hydrothermal alteration of rocks by passing (hot) water fluids through the rocks and changing their composition by adding or removing or redistributing components.  Temperatures can range from weakly elevated to boiling.  Fluid composition is extremely variable.  They may contain various types of gases, salts (briney fluids), water, and metals.IlliteIllite is a layered alumino-silicate clay that is formed from hydrothermal environments.Induced Polarization (IP)A geophysical survey method which measures the electrochemical properties of rocks.  Time domain IP methods measure the voltage decay or chargeability over a specified time interval after the induced voltage is removed.  Frequency domain IP methods use alternating currents (AC) to induce electric charges in the subsurface, and the apparent resistivity is measured at different AC frequencies. g/t AuGrams per tonne gold.KimberliteA blue/grey igneous rock which contains olivine, serpentine, calcite and silica.KmA measure of distance known as a kilometre.LeachTo dissolve from a rock. For example, when acidic water passes through fractured rocks, soluble minerals leach or dissolve from the rocks.LicenceSee claim, but not necessarily physically marked on the ground.LodeZone of metal veins.MbThe chemical symbol for molybdenum.MgThe chemical symbol for magnesium.MaficIgneous rocks with dark minerals.Max-Min EMA specific type of electromagnetic geophysical survey.MELSee licence, specifically for Manitoba, CanadaMesozoic EraOne of the grand divisions of geologic time, follows the Paleaozoic and succeeded by the Cenozoic.MetallurgyThe study of extracting metals from their ores.MineralizationThe concentration of metals and their chemical compounds within a body of rock.NiThe chemical symbol for nickel.NSRNet Smelter Returns.  A royalty paid from the sale of mined minerals.OptOunce per ton.OreA natural aggregate of one or more minerals, which at a specified time and place, may be mined and sold at a profit, or which from some part may be profitably separated.   5   OzA measure of weight known as an ounce.PermitPaperwork to allow certain types of activities in explorationPlacerA deposit of sand and gravel containing valuable metals such as gold, tin or diamonds.ProterozoicPeriod of time in Earth’s history between 2.5 billion years ago and 544 million years ago.PpmParts per million.PyriteA yellow iron sulphide mineral, normally of little value. It is sometimes referred to as "fool's gold".Rare Earth Elements (REE)The rare earth elements (“Rare Earths” or “REE”) include the 15 elements in the Periodic Table of Elements, plus yttrium and scandium which have multiple uses in technology.Radiometric datingThe calculation of an age in years of geologic materials by any one of several age determination methods based on nuclear decay of natural radioactive elements contained in the material.SampleA small portion of rock or a mineral deposit taken so that the metal content can be determined by assaying.SamplingSelecting a fractional but representative part of a mineral deposit for analysis.Shear or shearingThe deformation of rocks by lateral movement along innumerable parallel planes, generally resulting from pressure and producing such metamorphic structures as cleavage and schistosity.StrikeThe coarse or bearing of a bed or layer of rock.TailingsMaterial rejected from a mill after most of the recoverable valuable minerals have been extracted.ThThe chemical symbol for thorium.UThe chemical symbol for uranium.U3O8Uranium oxide. The mixture of uranium oxides produced after milling uranium ore from a mine.  Sometimes loosely called “yellowcake”.  It is yellow in colour and is usually represented by the empirical formula U3O8. Uranium is sold in this form.UnconformityA boundary separating two or more rocks of markedly different ages, marking a gap in the geologic record.Unconformity Deposit ModelThe theoretical model for the characterization of major uranium deposits located in the Athabasca Basin.  Deposition/concentration of high-grade “unconformity” uranium deposits are thought to result from the chemical interaction of dissolved uranium present in water-saturated sediments above the unconformity with reducing gases and fluids generated from significant hydrothermal activity emanating from below the unconformity.  High-grade uranium deposits have been observed to occur at, above, and/or below the unconformity. Many unconformity-type deposits are marked by the surrounding presence of sandstone and basement rocks that have also been chemically-altered due to hydrothermal activity.  These larger rock “alteration” zones represent the primary targets for uranium explorers as the altered physical properties of the rocks can be detected via various airborne and land-based geophysical survey methods.  In addition, the presence of geological fault structures is highly-correlated with high-grade uranium deposition, with the fault structures likely acting as the conduits for the upwelling of hydrothermal fluids.UraniniteA mineral consisting of uranium oxide and trace amounts of radium and thorium and polonium and lead and helium; uraninite in massive form is called pitchblende which is the chief uranium ore.VeinA fissure, fault or crack in a rock filled by minerals that have traveled upwards from some deep source.Volcanic rocksIgneous rocks formed from magma that has flowed out or has been violently ejected from a volcano.  6  PART IITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORSThis Form 20F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this item.ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLEThis Form 20F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this item.ITEM 3. KEY INFORMATIONA.          Selected Financial DataCanAlaska Uranium Ltd. (“CanAlaska” or the “Company”) has been in the business of exploring for various minerals since 1985 and has not generated operating revenues.  The following table sets forth, for the periods and the dates indicated selected financial and operating data for the Company.  This information should be read in conjunction with the Company's “Consolidated Financial Statements and Notes thereto” Appendix (A) and "Management's Discussion and Analysis of Financial Condition and Results of Operations" Appendix (B) included elsewhere herein.  The selected financial data provided below are not necessarily indicative of the future results of operations or financial performance of the Company.  To date, the Company has not paid any dividends on the common shares and it does not expect to pay dividends in the foreseeable future.The Consolidated Financial Statements of the Company have been prepared in accordance with generally accepted accounting principles accepted in Canada ("Canadian GAAP").  There are material differences between Canadian GAAP and the generally accepted accounting principles accepted in the United States ("U.S. GAAP") as applied to the Company.  For a comparison of these differences, refer to Note 16 to the April 30, 2011 Audited Consolidated Financial Statements.U.S. Dollar/Canadian Dollar Exchange Rates for the Five Most Recent Financial YearsFiscal Year EndedAverageHighLowCloseApril 30, 20110.98731.05820.92180.9464April 30, 20101.01091.10791.00381.0158April 30, 20091.19261.19771.18751.1930April 30, 20081.00791.01211.00371.0072April 30, 20071.11061.11631.10481.1101U.S. Dollar/Canadian Dollar Exchange Rates for Previous Six Months2011FebruaryMarchAprilMayJuneJulyHigh1.02991.03401.05821.05501.03901.0630Low1.00161.00261.02861.01871.00931.0288On July 29, 2011 the exchange rate of the Canadian dollar into United States Dollars based on the nominal rate for U.S. Dollars reported by the Bank of Canada was $1.00 equals C$1.0466.   7  Selected Financial DataCanadian GAAP (in Canadian Dollars) for the Fiscal Year Ended April 30 $000’s  201120102009 2008 2007Assets          Cash11,4168,7226,3397,37610,076Other Current Assets9811,4091,2723,0033,755Mineral Properties54,14246,24539,13331,66118,370Other Non-current Assets9591,1341,1441,5981,006Total Assets67,49857,51047,88843,63833,207Liabilities          Current Liabilities2,4611,6261,1942,6191,333Future Income Tax Liability3,5963,3992,6541,919946Shareholders’ Equity          Common Shares65,18260,87856,18354,07948,864Contributed Surplus9,7989,6657,9405,3923,153Accumulated Other Comprehensive Income267109166-Deficit(32,806)(30,668)(27,692)(24,137)(21,089)Non-controlling Interest19,00012,6007,6003,600-            Revenues-----Exploration Costs(86)4771,0088991,571Other Expenses2,1752,9602,8152,4471,431Loss before income taxes(2,089)(3,437)(3,823)(3,346)(3,002)Future income tax (expense) recovery(49)4612682981,173Net loss for the year(2,138)(2,976)(3,555)(3,048)(1,829)Unrealized (gain) loss on available-for-sale securities(257)(1)157360-Comprehensive loss for the year(1,881)(2,975)(3,712)(3,408)(1,829)Weighted Avg.# of Shares Outstanding18,14415,37613,71611,7048,692Net Loss Per Share - basic and diluted(0.12)(0.19)(0.26)(0.26)(0.21)  8  Selected Financial DataU.S. GAAP (in Canadian Dollars) for the Fiscal Year Ended April 30 000’s  2011  2010  2009  2008  2007 Assets               Cash  11,416   7,889   6,339   7,376   10,076 Restricted Cash  -   833   -   -   - Other Non-current Assets  981   1,409   1,272   3,003   4,281 Mineral Properties  1,137   1,043   583   529   485 Other Assets  959   1,134   1,144   1,598   1,006 Total Assets  14,493   12,308   9,338   12,506   15,848 Liabilities                    Current Liabilities  2,461   1,626   1,194   2,619   1,334 Future Income Tax Liability  -   -   -   -   - Non-controlling Interest  13,664   9,554   5,972   3,068   - Shareholders’ Equity                    Common Shares  72,138   67,655   62,219   59,247   52,918 Contributed Surplus  10,241   10,108   8,383   5,835   3,595 Accumulated Other Comprehensive Income  267   10   9   166   526 Deficit  (84,278)  (76,645)  (68,439)  (58,429)  (42,525)                      Revenues  -   -   -   -   - Expensed Exploration Costs  7,803   6,652   8,426   14,146   9,052 Other Expenses  2,089   2,973   2,680   2,289   1,396 Loss before income taxes  (9,892)  (9,625)  (11,106)  (16,435)  (10,448)Future income tax recovery  -   -   -   -   - Net loss for the year  (9,892)  (9,625)  (11,106)  (16,435)  (10,448)Loss attributable to non-controlling interests  1,874   1,418   1,097   532   - Loss attributable to common shareholders  (8,018)  (8,207)  (10,009)  (15,903)  (10,448)Unrealized loss (gain) on available-for-sale securities  (257)  (1)  157   360   (20)Comprehensive loss for the year  (9,635)  (9,624)  (11,263)  (16,795)  (10,428)Weighted Avg.# of Shares Outstanding  18,114   15,376   13,716   11,704   8,692 Net Loss Per Share – basic and diluted  0.44   0.53   0.72   1.36   1.20 B.          Capitalization and IndebtednessThis Form 20F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this item.C.          Reasons for the Offer and Use of ProceedsThis Form 20F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this item.D.          Risk FactorsThe Company is engaged in the exploration of mineral properties, an inherently risky business. There is no assurance that funds spent on the exploration and development of a mineral deposit will result in the discovery of an economic ore body. Most exploration projects do not result in the discovery of commercially mineable ore deposits.(1)         Commodity PricesThe profitability of the Company’s operations will be dependent upon the market price of mineral commodities. Mineral prices fluctuate widely and are affected by numerous factors beyond the control of the Company. The prices of mineral commodities have fluctuated widely in recent years. Current and future price declines could cause commercial production to be impracticable. The Company’s future revenues and earnings also could be affected by the prices of other commodities such as fuel and other consumable items, although to a lesser extent than by the price of mineral commodities.  9  (2)         CompetitionThe mining industry is intensely competitive in all of its phases, and the Company competes with many companies possessing greater financial resources and technical facilities than itself with respect to the discovery and acquisition of interests in mineral properties, the recruitment and retention of qualified employees and other persons to carry out its mineral exploration activities. Competition in the mining industry could adversely affect the Company’s prospects for mineral exploration in the future.(3)         Foreign Political RiskThe Company’s material property interests are currently located in Canada and New Zealand. Some of the Company’s interests are exposed to various degrees of political, economic and other risks and uncertainties. The Company’s operations and investments may be affected by local political and economic developments, including expropriation, nationalization, invalidation of government orders, permits or agreements pertaining to property rights, political unrest, labour disputes, limitations on repatriation of earnings, limitations on mineral exports, limitations on foreign ownership, inability to obtain or delays in obtaining necessary mining permits, opposition to mining from local, environmental or other non-governmental organizations, government participation, royalties, duties, rates of exchange, high rates of inflation, price controls, exchange controls, currency fluctuations, taxation and changes in laws, regulations or policies as well as by laws and policies of Canada affecting foreign trade, investment and taxation.(4)         Government Laws, Regulation and PermittingMining and exploration activities of the Company are subject to both domestic and foreign laws and regulations governing prospecting, development, production, taxes, labour standards, occupational health, mine safety, waste disposal, toxic substances, the environment and other matters. Although the Company believes that all exploration activities are currently carried out in accordance with all applicable rules and regulations, no assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail production or development. Amendments to current laws and regulations governing the operations and activities of the Company or more stringent implementation thereof could have a substantial adverse impact on the Company.The operations of the Company will require licenses and permits from various governmental authorities to carry out exploration and development at its projects. In Canada, the issuance of governmental licenses and permits are increasingly being influenced by land use consultations between the government and local First Nations communities. There can be no assurance that the Company will be able to obtain the necessary licences and permits on acceptable terms, in a timely manner or at all. Any failure to comply with permits and applicable laws and regulations, even if inadvertent, could result in the interruption or closure of operations or material fines, penalties or other liabilities.(5)         Title to PropertiesAcquisition of rights to the mineral properties is a very detailed and time-consuming process. Title to, and the area of, mineral properties may be disputed. Although the Company has investigated the title to all of the properties for which it holds concessions or other mineral leases or licenses or in respect of which it has a right to earn an interest, the Company cannot give an assurance that title to such properties will not be challenged or impugned.The Company has the right to earn an increased economic interest in certain of its properties. To earn this increased interest, the Company is required to make certain exploration expenditures and payments of cash and/or Company shares. If the Company fails to make these expenditures and payments, the Company may lose its right to such properties and forfeit any funds expended up to such time.(6)         Estimates of Mineral ResourcesThe mineral resource estimates used by the Company are estimates only and no assurance can be given that any particular level of recovery of minerals will in fact be realized or that an identified resource will ever qualify as a commercially mineable (or viable) deposit which can be legally or commercially exploited. In addition, the grade of mineralization ultimately mined may differ from that indicated by drilling results and such differences could be material.(7)         Cash Flows and Additional Funding RequirementsThe Company has limited financial resources, no sources of operating cash flows and no assurances that sufficient funding, including adequate financing, will be available. If the Company’s exploration programs are successful, additional funds will be required in order to complete the development of its projects. The sources of funds currently available to the Company are the sale of marketable securities, the raising of equity capital or the offering of an ownership interest in its projects to a third party. There is no assurance that the Company will be successful in raising sufficient funds to conduct further exploration and development of its projects or to fulfill its obligations under the terms of any option or joint venture agreements, in which case the Company may have to delay or indefinitely postpone further exploration and development, or forfeit its interest in its projects or prospects.   10  (8)         Key ManagementThe success of the Company will be largely dependent upon the performance of its key officers, consultants and employees. Locating mineral deposits depends on a number of factors, not the least of which is the technical skill of the exploration personnel involved. The success of the Company is largely dependent on the performance of its key individuals. Failure to retain key individuals or to attract or retain additional key individuals with necessary skills could have a materially adverse impact upon the Company’s success.(9)         Volatility of Share PriceMarket prices for shares of early stage companies are often volatile. Factors such as announcements of mineral discoveries, financial results, and other factors could have a significant effect on the price of the Company’s shares and the amount of financing that can be raised by the Company.(10)       Foreign Currency ExchangeA small portion of the Company’s expenses are now, and are expected to continue to be incurred in foreign currencies. The Company’s business will be subject to risks typical of an international business including, but not limited to, differing tax structures, regulations and restrictions and general foreign exchange rate volatility. Fluctuations in the exchange rate between the Canadian dollar and such other currencies may have a material effect on the Company’s business, financial condition and results of operations and could result in downward price pressure for the Company’s products or losses from currency exchange rate fluctuations. The Company does not actively hedge against foreign currency fluctuations.(11)       Conflict of InterestSome of the Company’s directors and officers are directors and officers of other natural resource or mining-related companies. These associations may give rise from time to time to conflicts of interest. As a result of such conflict, the Company may miss the opportunity to participate in certain transactions.(12)       Forward Looking Information Forward-looking information is included in this Form 20-F, which involves known and unknown risks, uncertainties and other factors that may cause actual results, performance, achievements or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information.  Forward-looking information is identified by the use of terms and phrases such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “predict”, “project”, “will”, “would”, and similar terms and phrases, including references to assumptions.  Such information may involve, but are not limited to, comments with respect to strategies, expectations, planned operations or future actions. Forward-looking information reflects current expectations of management regarding future events and operating performance as of the date of this Annual Report.  Such information involves significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved.  A number of factors could cause actual results to differ materially from the results discussed in the forward-looking information, including, but not limited to, the following factors (as discussed above): industry; commodity prices; competition; foreign political risk; government laws; regulation and permitting; title to properties; estimates of mineral resources; cash flows and additional funding requirements; key management; possible dilution to present and prospective shareholders; material risk of dilution presented by large number of outstanding share purchase options and warrants; trading volume; volatility of share price; foreign currency risk; and conflict of interest. Although the forward-looking information contained in this Annual Report is based upon what the Company’s management believes to be reasonable assumptions, the Company cannot assure investors that actual results will be consistent with such information.  Forward-looking information reflects management’s current beliefs and is based on information currently available to the Company.  Such information reflects current assumptions regarding future events and operating performance including, without limitation, a strong global demand for mineral commodities, continued funding and continued strength in the industry in which the Company operates, and speaks only as of the date of this discussion.  The forward-looking information is made as of the date of this Annual Report.   11  ITEM 4. INFORMATION ON THE COMPANY A.          History and Development of the CompanyThe Company was incorporated on May 22, 1985 under the laws of the Province of British Columbia, Canada under the name Canadian Gravity Recovery Group Ltd.  On June 14, 1985, the Company changed its name to CanAlaska Resources Ltd.  On September 15, 1993, the Company consolidated its share capital on a four for one basis and changed its name to International CanAlaska Resources Ltd.  On October 19, 1999 the Company consolidated its share capital on a five for one basis and changed its name to CanAlaska Ventures Ltd.  The Company was transitioned under the Business Corporations Act on September 24, 2004.  The Company changed its name to CanAlaska Uranium Ltd. on October 11, 2006.  On November 8, 2010 the Company consolidated its share capital on a 10 for one basis.  On June 21, 2011 the Company’s shares were listed for trading on the Toronto Stock Exchange and were de-listed from the TSX-Venture Exchange.  The registered office is #1020 – 625 Howe Street, Vancouver, B.C., V6C 2T6, CANADA.  The telephone number is 1.604.688.3211 the fax number is 1.604.688.3217.  The company’s host agent in the United States is Incorp Services Inc., 375 N. Stephanie Street, Suite 1411, Henderson, Nevada 89014-8909, USA.B.          Business OverviewThe Company currently has 20 projects and in fiscal 2011, the Company spent $9.7 million on exploration costs in the Athabasca Basin. Of these expenditures, over 47% ($4.6 million) was spent on the Cree East project that was funded through the Company’s strategic relationship with the Korean Consortium. A further 18% ($1.8 million) of the exploration dollars were spent by Mitsubishi on the West McArthur project. $0.8 million (or 8% of total expenditures) was spent on the Grease River project that was funded through an option agreement with Westcan Uranium Ltd. The Company has spent $1.6 million and $0.4 million of its own funds in advancing the Fond Du Lac and Collins Bay Extension projects respectively.The following table summarizes the Company’s expenditures in the Athabasca Basin over the last eight quarters.  The reimbursements figures in the table do not include the contributions from our Korean Partners on Cree East.  The reimbursements figures represent contributions from Mitsubishi and Westcan on West McArthur and Grease River projects.  Quarterly  Year Ended ($000's)Total Deferred Exploration  Q110   Q210   Q310   Q410   Q111   Q211   Q311   Q411  Apr-10  Apr-11 Camp Cost & Operations  154   360   206   1,124   260   262   214   556   1,844   1,292 Drilling  418   52   94   1,983   508   893   59   1,382   2,547   2,842 General & Admin  117   89   126   135   52   39   54   100   467   245 GeoChemistry  24   57   5   61   77   71   10   52   147   210 Geology  241   197   179   445   245   378   124   294   1,062   1,041 GeoPhysics  466   427   370   936   302   463   99   1,639   2,199   2,503 Other  317   226   743   (299)  462   419   264   506   987   1,651 Gross Expenditures  1,737   1,408   1,723   4,385   1,906   2,525   824   4,529   9,253   9,784 Reimbursement/Writeoffs  (91)  (328)  (398)  (1,353)  (184)  (189)  (165)  (1,420)  (2,170)  (1,958)Net Expenditures  1,646   1,080   1,325   3,032   1,722   2,336   659   3,109   7,083   7,826  C.           Organizational Structure The Company is the sole shareholder of CanAlaska Resources Ltd. USA. The Company’s agent in the host country is Incorp Services, Inc., 375 N. Stephanie Street, Suite 1411, Henderson, Nevada 89014-8909, USA.The Company has a wholly-owned subsidiary, CanAlaska West McArthur Uranium Ltd., incorporated on March 15, 2007 under the laws of the Province of British Columbia, Canada.  This subsidiary acts as the operator for the West McArthur Joint Venture and holds the claims for the partners.  The joint venture was entered into in February 2010 and is held 50/50 by MC Resources Canada Ltd. and the Company.The Company has a wholly-owned subsidiary, Poplar Uranium Limited.  This subsidiary was incorporated as Ravenstone Resources Limited on October 15, 2007 and changed its name to Poplar Uranium Limited on August 13, 2009.  12  The Company owns 100% of a New Zealand subsidiary, Golden Fern Resources Limited.  Golden Fern Resources Limited was incorporated in New Zealand under the Companies Act 1993 on August 15, 2002 as Dunedin Goldfields Limited and changed its name to CanAlaska Ventures NZ Limited on the July 23, 2004 and further changed its name to Golden Fern Resources Limited on May 17, 2005.The Company holds a 50% interest in both CanAlaska Korea Uranium Ltd. and Canada-Korea Uranium Limited Partnership as at April 30, 2011.  CanAlaska Korea Uranium Ltd. was incorporated on July 4, 2007 in the Province of British Columbia, Canada.  Canada-Korea Uranium Limited Partnership was registered under Section 51 of the Partnership Act of British Columbia, Canada on the December 14, 2007, as periodically amended.The Company’s registered and executive office is located at #1020 – 625 Howe Street, Vancouver, British Columbia, Canada, V6C 2T6, telephone number +1-604.688.3211.  The Company is a reporting issuer in the Province of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario and Labrador and Newfoundland, Canada.D.           Property and EquipmentThe Company's principal mineral properties and claims are situated in the Canadian provinces of Saskatchewan, Alberta, and Manitoba, with additional properties in Labrador and Newfoundland, British Columbia, New Zealand and the State of Alaska.There are no known commercial bodies of ore on any of the properties or claims in which the Company has an interest. The Company's activities with respect to such properties and claims constituted and will constitute an exploration search.  At this time, the Company has committed the majority of its current exploration efforts to uranium exploration in Canada.To review the most current information and exploration details on the company’s mineral properties and claims, please refer to our web site at www.canalaska.com under the Projects heading.  13      2011 Fiscal Expenditures  Life to Date - April 30, 2011 Project ($000’s) Acquisition Costs  Deferred Exploration  Writeoffs/Reimburse  Total  Acquisition Costs  Deferred Exploration  Writeoffs/Reimburse  Total Cree East  -   4,581   -   4,581   -   16,010   -   16,010 West McArthur  -   1,770   (920)  850   65   15,722   (12,214)  3,573 Poplar  -   140   -   140   166   3,626   (3,210)  582 Fond du Lac  -   1,621   -   1,621   120   4,274   -   4,394 Black Lake  -   16   -   16   147   1,503   -   1,650 Grease River  15   801   (891)  (75)  133   3,444   (2,800)  777 Cree West  8   3   (27)  (16)  48   1,112   (1,137)  23 Key Lake  -   3   (12)  (9)  24   1,027   (1,047)  4 NW Manitoba  -   97   -   97   16   6,708   -   6,724 Helmer  -   30   -   30   107   5,030   -   5,137 Lake Athabasca  6   65   -   71   118   5,966   -   6,084 Alberta  -   -   -   -   11   2,329   -   2,340 Hodgson  65   10   -   75   109   1,230   -   1,339 Arnold  -   101   -   101   35   1,340   -   1,375 Collins Bay  -   402   -   402   -   1,288   -   1,288 McTavish  -   17   (108)  (91)  74   671   (108)  637 Carswell  -   19   -   19   173   435   -   608 Other  -   14   -   14   53   2,854   (1,919)  988 Rise and Shine, NZ  -   -   (7)  (7)  301   416   (407)  310 Reefton and Other NZ Projects  -   67   -   67   24   669   (481)  212 Other Projects, Various  -   11   -   11   73   357   (343)  87 Total  94   9,768   (1,965)  7,897   1,797   76,011   (23,666)  54,142  1.           Cree East Project, Saskatchewan – Korean ConsortiumCree East is a high-priority project located in the south-eastern portion of the Athabasca Basin, 35 kilometres west of the formerly producing Key Lake mine and 5 to 22 kilometres north of the south rim of the Athabasca Basin. The project is comprised of 16 contiguous mineral claims totalling approximately 56,000 hectares. A Korean Consortium (Hanwha Corp., Korea Electric Power Corp., Korea Resources Corp. and SK Networks Co. Ltd.), in December 2007 agreed to spend $19 million on the properties to earn into a 50% interest in the Cree East project.As of April 30, 2011, the Korean Consortium has contributed its $19.0 million towards exploration of the project and holds a 50% ownership interest in both CanAlaska Korea Uranium Ltd. and the Canada-Korea Uranium Limited Partnership. The following table summarizes the Korean Consortium expenditures and advances by quarter, fiscal year ended, and life to date (“LTD”) on the project. The table does not include a $1.0 million payment made directly to CanAlaska for intellectual property associated with the project.Due to the nature of the partnership agreements, the Company accounts for the joint venture as a variable-interest entity (“VIE”), and fully consolidates the joint venture and shows the Korean Consortium’s contributions as a non-controlling interest on CanAlaska’s consolidated balance sheet.  14   Cree East Project Quarterly  Year Ended    ($000's)  Q110   Q210   Q310   Q410   Q111   Q211   Q311   Q411  Apr-10  Apr-11  LTD Camp Cost & Operations  8   145   123   379   227   222   203   161   655   813   2,898 Drilling  -   -   58   842   522   891   26   367   900   1,806   5,370 General & Admin  37   39   33   14   15   8   10   32   123   65   376 Geochemistry  5   6   2   27   23   45   9   9   40   86   492 Geology  27   17   19   184   151   178   38   76   247   443   1,210 Geophysics  361   285   55   262   51   83   60   356   963   550   3,034 Management Fees  45   50   35   178   111   152   38   110   308   411   1,313 Other  40   30   88   99   131   104   76   96   257   407   1,317 Net Expenditures  523   572   413   1,985   1,231   1,683   460   1,207   3,493   4,581   16,010 In June 2011, the Company announced the results for the three holes drilled at the Cree East project during winter 2011 exploration. The eighteen hole winter drill program, which was to be comprised of approximately 7,650 metres of drilling split between three target zones on the property, was suspended following a fatal accident with a crew member of our drill contractor. Operations at the project are due to continue and the Company is planning to continue the drill programs and additional geophysics in December 2011 and January 2012.Under the Cree East agreement, CanAlaska is entitled to charge an operator fee of 10% to recoup its indirect costs associated with the project, which the Company recognizes as management fees.2.           West McArthur Project, Saskatchewan – Joint Venture with MC Resources Canada Ltd.The West McArthur project in the Athabasca Basin, Saskatchewan, was optioned in April 2007 to Mitsubishi Development Pty Ltd., a subsidiary of Mitsubishi Corporation of Japan. Under the option agreement, Mitsubishi could exercise an option to earn a 50% interest in the property by investing $11.0 million. In February 2010, Mitsubishi exercised their option with a payment to the Company and an unincorporated 50/50 joint venture was formed between the parties to pursue further exploration and development of the property. The Company acts as project operator and earns a fee between 5% and 10%, based on expenditures incurred. The West McArthur project is located immediately west of the McArthur River uranium mine operated by Cameco Corp, and covers approximately 36,000 hectares.West McArthur Project Quarterly  Year Ended    ($000's)  Q110   Q210   Q310   Q410   Q111   Q211   Q311   Q411  Apr-10    Apr-11  LTD Camp Cost & Operations  4   3   51   432   6   6   4   -   490   16   2,611 Drilling  -   -   36   749   -   -   34   -   785   34   5,508 General & Admin  25   11   18   34   33   27   30   26   88   116   1,898 Geochemistry  2   5   -   26   12   8   -   -   33   20   283 Geology  31   17   55   136   66   36   14   15   239   131   681 Geophysics  4   7   281   406   165   147   16   977   698   1,305   4,398 Other  30   24   230   197   45   24   20   59   481   148   1,408 Gross Expenditures  96   67   671   1,980   327   248   118   1,077   2,814   1,770   16,787 Reimbursement  (91)  (57)  (398)  (2,005)  (169)  (129)  (59)  (563)  (2,551)  (920)  (13,214)Net Expenditures  5   10   273   (25)  158   119   59   514   263   850   3,573 During 2011, the Company carried out a deep penetrating ZTEM survey across the project. This initial survey was followed up by intensive geophysical surveying on four grid areas across the property for a total budget of $2.6 million. This geophysical survey, work which includes ground EM surveys and ground resistivity surveys, commenced in winter 2011 and has continued into summer 2011.On the property, there is evidence of hydrothermal alteration extending well into the sandstone, matching the typical alteration model of Athabasca unconformity style uranium deposits. There is evidence of uranium mineralization from drill testing in multiple areas, either as enrichment at the unconformity or in basement stringers. The most compelling features for further exploration are the uranium values in sandstone higher in the stratigraphy, the hematized and broken rock in the sandstone, and the pattern of basement offsets and geophysical conductivity.Included within other expenses are management fees charged to and reimbursed by Mitsubishi for CanAlaska acting as the project operator.  15  3.           Poplar Project, SaskatchewanThe Poplar project, comprising approximately 42,000 hectares, was staked by the Company in 2006 and covers all of the northern edge of the Athabasca Basin located between CanAlaska’s Helmer and Lake Athabasca projects.The Company MOU with East Resource Inc. (“ERI”) on the Poplar project has now lapsed. The Company carried out its own airborne geophysical work across the central eastern portion of the property in Q311 and prepared further technical studies for the Felix Bay area of the property.Poplar Project Quarterly  Year Ended    ($000's)  Q110   Q210   Q310   Q410   Q111   Q211   Q311   Q411  Apr-10    Apr-11  LTD Camp Cost & Operations  2   152   11   1   1   -   -   2   166   3   809 Drilling  -   -   -   -   -   -   -   -   -   -   - General & Admin  16   9   5   17   (4)  -   2   7   47   5   345 Geochemistry  -   12   -       -   -   -   -   12   -   139 Geology  25   45   12   9   1   -   3   4   91   8   392 Geophysics  12   1   5   -   -   -   -   118   18   118   1,797 Other  20   97   2   -   -   -   6   -   119   6   310 Gross Expenditures  75   316   35   27   (2)  -   11   131   453   140   3,792 Reimbursement  -   (270)  -   -   -   -   -   -   (270)  -   (3,210)Net Expenditures  75   46   35   27   (2)  -   11   131   183   140   582 4.            Fond Du Lac Project, Saskatchewan – Optioned from the Fond Du Lac Denesuline First NationIn an agreement dated October 18, 2006 and subsequently amended November 7, 2008 and September 10, 2010, CanAlaska optioned the Fond Du Lac project from the Fond Du Lac Denesuline First Nation. The project spans approximately 17,000 hectares and contains a uranium deposit with a historical (non 43-101 compliant) resource. CanAlaska may earn a 50% interest in the project by funding $2 million in exploration over 5 years. In addition, the Company is committed to pay to the Fond Du Lac Denesuline First Nation a further $130,000 in cash consideration ($130,000 paid) and 40,000 shares (40,000 issued).Fond Du Lac Project Quarterly  Year Ended    ($000's)  Q110   Q210   Q310   Q410   Q111   Q211   Q311   Q411  Apr-10  Apr-11  LTD Camp Cost & Operations  100   53   9   9   22   3   5   253   171   283   804 Drilling  224   52   -       1   -   -   757   276   758   1,419 General & Admin  6   23   39   2   1   1   2   13   70   17   190 Geochemistry  8   24   1   4   35   12   -   35   37   82   200 Geology  94   40   43   7   -   1   21   123   184   145   510 Geophysics  18   9   4   1   -   -   1   100   32   101   585 Option Payments  -   -   -   -   -   98   -   -   -   98   215 Other  47   65   23   11   53   -   39   45   146   137   471 Net Expenditures  497   266   119   34   112   115   68   1,326   916   1,621   4,394 In Q111, the Company was focused on interpretation of the drilling data. In Q211, the Fond Du Lac option agreement was amended whereby the Company’s participating interest in the project was increased from 49% to 50%. In consideration for the amendment, the Company issued 10,000 common shares and accelerated its staged cash payments and share issuances due on June 30, 2011. As a result, in September 2010, the Company issued an aggregate of 20,000 common shares under the amended option agreement for the Fond Du Lac project.In October 2010, an NI 43-101 technical summary report was published for the Fond Du Lac project.  This report, available on SEDAR and EDGAR databases for public viewing, provides detailed information on the current state of the project.In Q311, the Company began a program of reverse circulation drilling on the Fond Du Lac project, concentrating on geochemical targets outside of the current mineral deposit. This program will continue until late March 2012. Currently, 34 drill holes have been completed. At the same time a localized airborne EM survey was carried out over the Fond Du Lac west area. A short program of diamond drilling was carried out on the Fond Du Lac west zone to test a 2 km long conductor zone, which had previously been drilled in the 1950’s. Limited uranium mineralization was discovered and the drill returned for a short drill program to test the north-south structure indicated by the first mineralized reverse circulation drill holes. The anticipated winter drill program at Fond Du Lac was delayed following the relocation of the diamond drill to the nearby Grease River project. Results from this Fond Du Lac reverse circulation drilling were released after compilation in Q112.  16  5.           Black Lake Project, Saskatchewan – Optioned from Black Lake Densuline First NationIn December 2006, the Company acquired from the Black Lake Denesuline First Nation an option to earn a 49% interest in the project, which covers approximately 16,000 hectares. To earn its interest, the Company must make payments totalling $130,000 (paid), issue 30,000 shares (issued) and incur exploration expenditures of $2 million ($1.7 million incurred; July 2010: $0.7 million; July 2011: $1.2 million; July 2012: $2.0 million).Black Lake Project Quarterly  Year Ended    ($000's)  Q110   Q210   Q310   Q410   Q111   Q211   Q311   Q411  Apr-10  Apr-11  LTD Camp Cost & Operations  39   1   -   -   -   -   -   -   4 0   -   199 Drilling  194   -   -       -   -   -   -   194   -   366 General & Admin  6   3   1   -   -   -   -   -   10   -   99 Geochemistry  9   -   -       -   -   -   -   9   -   50 Geology  30   1   8   1   -   -   -   -   40   -   234 Geophysics  43   1   -   -   -   -   -   -   44   -   327 Option Payments  52   -   -   -   6   -   -   -   52   6   181 Other  32   2   8   11   10   -   -   -   53   10   194 Net Expenditures  405   8   17   12   16   -   -   -   442   16   1,650 In Q110 and Q112, the Company paid $51,628 and $22,298 respectively to Indian and Northern Affairs Canada on behalf of the Black Lake Denesuline First Nations. These payments were offset against future options payments. During fiscal 2011, only limited activity was undertaken on the project. A summer program of mapping and sampling was carried out in July 2011.6.           Collins Bay Extension Project – Optioned from Bayswater UraniumIn July 2009 and subsequently amended March 2011, the Company entered into an option agreement with Bayswater Uranium Corporation to commence exploration on the Collins Bay Extension uranium project (“CBX”), which is directly adjacent to, and following the North-East strike of the past-producing uranium mines at Rabbit Lake and Collins Bay, and the current producing uranium mine at Eagle Point in Saskatchewan. CBX, which covers approximately 39,000 hectares, contains a significant number of exploration targets within the Snowbird and Fife Island areas. Under the terms of the option agreement, CanAlaska shall act as the exploration operator and may earn a 51% participating interest in the project by undertaking a minimum of $4.0 million in exploration expenditures within 6 years, and by issuing a total of 50,000 (10,000 issued) shares to Bayswater over the same period. The Company may increase its participating interest to a 70% level by successfully undertaking a further $2.0 million in exploration expenditures over a further period of 3 years.Collins Bay Extension Project       Quarterly  Year Ended   ($000’s)  Q110   Q210   Q310   Q410   Q111   Q211   Q311   Q411  Apr-10  Apr-11  LTD Camp Cost & Operations  1   5   9   180   1   11   -   2   195   14   210 Drilling  -   -   -   279   (15)  -   -   -   279   (15)  264 General & Admin  1   -   6   1   1   -   1   3   8   5   13 Geochemistry  -   -   -   2   5   3   -   -   2   8   10 Geology  6   13   6   51   14   21   36   2   76   73   148 Geophysics  1   -   2   139   17   159   21   8   142   205   346 Option Payments  8   -   -   -   -   -   -   -   8   -   8 Other  6   3   15   152   11   2   47   52   176   112   289 Net Expenditures  23   21   38   804   34   196   105   67   886   402   1,288 In Q111 and Q211, the Company carried out a seismic survey profiling of the lake and basement terrain across the Blue Island target. This profiling identified major structures within the diatreme. The Company had constructed drill roads for the winter works, but the drill program was cancelled due to a delay by permitting and then by poor ice conditions. Bayswater acceded to a request to push out the current property agreement payments and work dates for one year due to force majeure.7.           Grease River Project, Saskatchewan - Optioned to Westcan UraniumThe Grease River project covers approximately 38,000 hectares in three separate claim blocks that extend from Bulyea River, north of Fond Du Lac, to Marytnuik Lake, north of Stony Rapids, and covers four geological domains.  17  In August 2010, the Company executed an option agreement with Westcan Uranium Ltd. (“Westcan”) (formerly International Arimex Resources Inc.) to commence exploration of the Grease River project. Under the terms of the option agreement, Westcan may earn a 50% interest in the property by issuing up to 5% of the issued and outstanding shares of Westcan and making exploration expenditures of $4.5 million by December 2013. The Company will act as the operator for the exploration project and will earn a management fee of 10% on the exploration expenditures incurred. In November 2010, the Company received 804,808 common shares from Westcan as part of the option agreement.Grease River Project Quarterly  Year Ended    ($000's)  Q110   Q210   Q310   Q410   Q111   Q211   Q311   Q411  Apr-10    Apr-11  LTD Camp Cost & Operations  -   -   -   -   -   17   -   137   -   154   719 Drilling  -   -   -   -   -   2   -   258   -   260   306 General & Admin  8   -   2   9   -   2   3   2   19   7   365 Geochemistry  -   -   -   -   -   2   -   5   -   7   118 Geology  15   6   2   -   4   111   2   49   23   166   1,293 Geophysics  -   -   -   -   -   3   -   68   -   71   315 Other  5   2   -   -   -   16   2   133   7   151   461 Gross Expenditures  28   8   4   9   4   153   7   652   49   816   3,577 Reimbursement  -   -   -   -   -   (50)  (82)  (759)  -   (891)  (2,800)Net Expenditures  28   8   4   9   4   103   (75)  (107)  49   (75)  777 In January 2011, Westcan approved a $0.8 million winter drill program for the Grease River project. Between January 2011 to April 2011, the Company received $0.8 million in funds from Westcan.In February 2011, an NI 43-101 technical summary report was published for the Grease River project.  This report is available on SEDAR and EDGAR databases for public viewing.An airborne survey was carried out across the eastern portion of the project in the vicinity of the Bradley showing in February 2011. Drilling was carried out on the project in March 2011.  A total of 6 drill holes (796 metres) tested the surface uranium mineralization in the intrusive dyke system in the Shearika ridge area, and two drill holes (126 metres) tested the eastern “Bradley Showing”, where there is uranium mineralization in sediments. Assay results were released in July 2011.In August 2011, the option agreement with WestCan for the Grease River project was terminated.8.           Cree West Project, Saskatchewan – Optioned to Westcan UraniumThe Cree West project comprises a 100% interest in 6 mineral claims (approximately 20,000 hectares) located 70 kilometres northwest of the Key Lake uranium mine and between 25 and 57 kilometres north of the south rim of the Athabasca Basin. In April 2006, the Company granted to Westcan an option to earn up to a 75% interest in the Cree West project. Westcan can earn a 50% interest in the property by making cash payments of $150,000 (received), issuing 600,000 shares (received) and making $3.6 million of exploration expenditures. Westcan may elect to acquire an additional 10% interest by expending an additional $4.0 million on exploration within 2 years of vesting its 50% interest. Westcan may elect to acquire a further 15% ownership, for a total of 75%, by completing a feasibility study within 2 years, issuing to the Company 400,000 additional common shares and expending a minimum of $1.0 million on the project.The Company will act as the operator of the project until Westcan has a vested 60% interest. Upon attaining commercial production, the Company will receive a 3% net smelter royalty. As of April 30, 2011, Westcan had contributed $0.8 million towards exploration expenditures.On July 2010, the Company extended the option agreement for a period of one year beginning on August 2010 in consideration of 125,000 common shares of Westcan. The common shares of Westcan were received by the Company on November 2010.An airborne magnetic and electromagnetic survey was carried out in 2006 and ground AMT surveys were carried out in early winter 2007 and 2008. Drill testing has been recommended to determine the cause of the anomalous geophysical targets.  Only minimal activity occurred through fiscal 2010 and 2011.In August 2011, WestCan’s earn-in option for the Cree West project expired.  18  9.           Key Lake Project, Saskatchewan – Optioned to Westcan UraniumThe Key Lake project comprises of 5 mineral claims in three separate blocks totalling approximately 6,000 hectares located within 15 kilometres of the formerly producing Key Lake uranium mine. In March 2006, the Company optioned to Westcan up to a 75% interest in the Key Lake project. Westcan may, at its option, earn a 50% interest in the property by making cash payments of $150,000 (received), issuing 300,000 shares (received), and making exploration expenditures of $2 million. Westcan may elect to acquire an additional 10% interest by expending an additional $2 million on exploration, and may elect to acquire a further 15% ownership, for a total of 75%, by completing a feasibility study within 2 years, issuing to the Company 200,000 additional common shares and expending a minimum of $500,000 per year on the Project. The Company will act as the operator of the project until Westcan has a vested 60 % interest. Upon commercial production, the Company will receive a 3% net smelter royalty. As of April 30, 2011, Westcan had contributed $ 0.9 million towards exploration expenditures.On July 2010, the Company extended the option agreement for a period of one year beginning on August 2010 in consideration of 125,000 common shares of Westcan.  The common shares of Westcan were received by the Company on November 2010.In winter 2007, three holes costing $0.2 million were drilled on a conductor on one claim, providing one intersection of minor uranium mineralization (0.058% U3O8 over 1 metre), but with strong alteration and faulting. In winter 2008, an additional target was drill-tested on another claim, returning highly-anomalous rare earths mineralization. Only minimal activity occurred through fiscal 2010 and 2011.In August 2011, WestCan’s earn-in option for the Key Lake project expired.10.           Helmer Project, SaskatchewanThe Helmer Project comprises of a contiguous block of 15 mineral claims totalling approximately 57,000 hectares in the central part of the north rim of the Athabasca Basin, southwest of Fond Du Lac and 50 kilometres southeast of Uranium City.In Q410, the Company drill tested a group of targets along the Grease River fault, which were modeled from airborne EM and gravity surveys. The target area is just south of CanAlaska’s Fond Du Lac project and is located on the eastern part of the Helmer project. Previous airborne surveys provided strong evidence of conductive targets in the lower levels of the Athabasca sandstone, immediately above a strong zone of dislocation in the Grease River fault system. The target was tested with one drill hole, but no significant mineralization was recorded. The Company did not carry out work on the property in 2011.11.           Lake Athabasca Project, SaskatchewanThe Lake Athabasca project comprises of 12 contiguous mineral claims totalling approximately 44,000 hectares, chiefly on Lake Athabasca, southwest of Uranium City and the former producing Gunnar Uranium Mine. About 8% of the property area is comprised of islands located south of the Crackingstone Peninsula.Drilling began in winter 2007. These holes confirmed the existence of uranium mineralizing events over a considerable area of the unconformity in this area and at Grouse Island, 3.5 kilometres to the south-east. In early winter 2008, the Company completed five more drill holes at three new targets near Johnston Island. Two holes targeted uranium mineralization in basement intrusive rocks. Holes near Johnston Island focused on known mineralized zones. The third target south of Johnston Island defined a very prominent geophysical target that has now been shown as related to a large local uplift in the unconformity. Additional drilling is currently being considered.In February 2011, an NI 43-101 technical summary report was published for the Lake Athabasca project. This report is available on SEDAR and EDGAR databases for public viewing. There was no other work carried out on the project in 201112.           NW Manitoba, Manitoba (formerly NE Wollaston Project, Manitoba)NW Manitoba comprises of mineral claims of approximately 144,000 hectares and lie between 90 and 170 kilometres northeast along the Wollaston trend of basement formations hosting uranium deposits, which include Rabbit Lake, Collins Bay and Eagle Point Uranium Mines. The geological targets across the NW Manitoba project match the styles of mineralization reported from basement-hosted mineral deposits further south in the Athabasca Basin. There is clear observation of late replacement pitchblende mineralization in vein zones, fractures and as disseminations in host rocks. There is also evidence of more-disseminated mineralization across stratigraphic horizons and multitudes of pegmatitic intrusive events, many of them containing primary uranium mineralization, or with brecciation and later uranium mineralization.  19  In 2004, CanAlaska acquired the mineral leases in the area and began systematic prospecting and lake sediment sampling. With encouraging results, this continued in 2006 with airborne surveys, systematic prospecting, geochemical and geophysical surveys. The highlight was the discovery of extensive uranium-mineralized belts, either within, or cutting across all rock types in the area. The Company aborted drill testing of initial targets in early 2007 due to drill contractor difficulties. However, further detailed work was carried out in the summer of 2007 on each of the current targets as well as on additional preliminary targets for a total cost of $1.6 million. In early 2008, the Company released details of 1,620 higher-grade uranium samples, taken from 47 separate zones with extensive boulder dispersion trains and surface uranium mineralization.NW Manitoba Project Quarterly  Year Ended    ($000's)  Q110   Q210   Q310   Q410   Q111   Q211   Q311   Q411  Apr-10     Apr-11     LTD Camp Cost & Operations  -   -   1   -   -   2   1   -   1   3   1,367 Drilling  -   -   -   -   -   -   -   -   -   -   373 General & Admin  8   -   2   1   (5)  -   4   -   11   (1)  706 Geochemistry  -   -   -   -   -   -   -   -   -   -   797 Geology  -   8   1   1   2   16   5   -   10   23   2,336 Geophysics  -   -   -   -   -   -   -       -   -   906 Other  2   7   5   4   10   21   20   21   18   67   238 Net Expenditures  10   15   9   6   7   39   30   21   40   97   6,724 Further exploration on the project awaited the conclusion of land use consultations between the Province of Manitoba and local First Nations communities and on March 2010, the Manitoba Government issued exploration permits for ground work and drilling on the property. Community consultation is ongoing with the aim to complete a MOU with the community by Q212.In February 2011, an NI 43-101 technical summary report was published for the NW Manitoba project.  This report is available on SEDAR and EDGAR databases for public viewing.13.           McTavish Project, Saskatchewan The McTavish project covers 16,000 hectares. The claims are centered approximately 50 kilometres southeast of the McArthur River mine and 40 kilometres northwest of the Key Lake mine, with the south-eastern claim located approximately 10 kilometres due west of Cameco Corp.’s Millennium uranium deposit. Work-to-date includes summer 2006 ground-based sampling/lake sediment analysis, and a Geotech VTEM airborne survey. The claims covering the main VTEM conductive targets were re-staked in 2007.In August 2009, the Company announced that it had entered into an option agreement with Prodigy Gold Incorporated ("Prodigy") (formerly Kodiak Exploration Limited) on the McTavish project. Prodigy has been granted an option to acquire up to a 70% interest in the project. In order to earn an initial 50% interest, Prodigy must complete $4.0 million in exploration and issue 1,000,000 (150,000 issued) Prodigy shares to CanAlaska over a period of five years.Prodigy carried out ZTEM airborne geophysical surveys across the property in September 2009 and carried out a drill program consisting of two holes in March and April 2010. Prodigy terminated the option, with advance payments for assessment in March 2011.  The Company is marketing the project for further drilling in the vicinity of the zones drill tested by Prodigy.14.           Carswell Project, SaskatchewanCarswell is comprised of approximately 29,000 hectares of mineral claims in the vicinity of Cluff Lake, Saskatchewan.  In December 2009, the Company issued 125,000 shares and made a $62,500 cash payment under a purchase agreement with Hawk Uranium Inc. to acquire mineral claims in the Cluff Lake area adjacent to its Carswell property. Hawk Uranium Inc. will retain a 2.5% Net Smelter Return (“NSR”), 2% of which will be purchasable by the Company for payment of $2.0 million.  20  The option payment amount of $200,000 in Q310 represents the fair value of the 125,000 CanAlaska common shares issued to Hawk Uranium Inc. as part of our option agreement.In November 2010, an NI 43-101 technical summary report was published for the Carswell project. This report is available on SEDAR and EDGAR databases for public viewing. In June 2011, the Company contracted for a ZTEM airborne geophysical survey of the project.15.           Other ProjectsA full description of the Company’s other projects can be found on the Company’s website at www.canalaska.com.Other projects updateStatusRecent work undertakenWaterburySeeking Venture Partner43-101 report completedHodgsonSeeking Venture PartnerZTEM survey commissioned  June 2011MoonSeeking Venture PartnerFollow-up ground geophysics plannedAlbertaSeeking Venture PartnerViable drill targets identifiedArnoldSeeking Venture PartnerNew ZTEM  surveys completedKasmereUnder applicationExploration permits pendingRainbow Hill AKOption to District Gold terminated in  December 2009No significant work undertakenZeballosUnder review for purchase  Glitter LakeDisposed, NSR retained  Rise and Shine, NZ10 year lease expired on Oct 2010New Lease appliedReefton Property, NZSeeking Venture PartnerGround survey and mapping completedITEM 5.  OPERATING AND FINANCIAL REVIEW AND PROSPECTSA.           Operating ResultsThis discussion should be read in conjunction with the audited consolidated financial statements of the Company for the fiscal year ended April 30, 2011 attached as Appendix (A) and the Management Discussion and Analysis for the same period attached as Appendix (B).Significant Accounting PoliciesThe Company’s significant accounting policies are set out in Note 2 of the audited consolidated financial statements for the year ended April 30, 2011.Financial assets and liabilitiesFinancial assets and liabilities are initially recognized at fair value and are subsequently measured based on their classification as held-to-maturity, loans and receivables, available-for-sale or held-for-trading. The classification is not changed subsequent to initial recognition.  21  Held-for-tradingFinancial assets and financial liabilities that are purchased and incurred with the intention of generating profits in the year term are classified as held-for-trading. These instruments are measured at fair value with the change in the fair value recognized in income.Available-for-sale securitiesAvailable-for-sale securities are reported at fair value based on quoted market prices. Unrealized gains and losses on available-for-sale securities are included in shareholders’ equity as a component of other comprehensive income.Mineral properties and deferred exploration expendituresThe Company is in the process of exploring its mineral properties and has not yet determined whether these properties contain ore reserves that are economically recoverable.Mineral exploration and development costs are capitalized on an individual prospect basis until such time as an economic ore body is defined or the prospect is determined by management to be impaired or abandoned. Amounts received for the sale of resource properties, for option payments for exploration advances and for recovery of mineral property expenditures are treated as reductions of the cost of the property and payments in excess of capitalized costs are recognized in income.The recoverability of the amounts capitalized for the undeveloped mineral properties is dependent upon the determination of economically recoverable ore reserves, confirmation of the Company's interest in the underlying mineral claims, the ability to obtain the necessary financing to complete their development, and future profitable production or proceeds from the disposition thereof.Management of the Company regularly reviews the net carrying value of each mineral property. Where events or changes in circumstances suggest impairment, estimated future cash flows are calculated using estimated future prices, proven and probable reserves, value beyond proven and probable reserves, probability weighted outcomes and operating capital and reclamation costs on an undiscounted basis. If it is determined that the future cash flows are less than the carrying value, a write-down to the estimated fair value is expensed for the period. The Company presently has no proven or probable reserves. Where estimates of future net cash flows are not available and where other conditions suggest impairment, management assesses if carrying values can be recovered. If the carrying values exceed estimated recoverable values, then the project is written-down to estimated fair values with the write-down expensed in the period.Management’s estimates of future mineral prices, recoverable resources, initial and operating capital and reclamation costs are subject to certain risks and uncertainties that may affect the recoverability of mineral property costs. Although management has made its best estimate of these factors, it is possible that changes could occur that could adversely affect management’s estimate of the net cash flows to be generated from its properties.Title to mineral properties involves inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently unreliable conveyancing history characteristic of many mineral properties. The Company has investigated title to all of its mineral properties and, to the best of its knowledge, all of its properties are in good standing.Mineral exploration tax credits (“METC”)The Company recognizes METC amounts when the Company’s METC application is approved by the relevant taxation authorities or when the amount to be received can be reasonably estimated and collection is reasonably assured.Asset retirement obligationsThe Company recognizes the legal liability for obligations relating to retirement of property, plant, and equipment, and arising from the acquisition, construction, development, or normal operation of those assets. Such asset retirement cost are recognized at fair value, when a reasonable estimate of fair value can be estimated, in the period in which it is incurred, added to the carrying value of the related asset, and amortized into income on a systematic basis over the related assets useful life. The liability is adjusted for changes in the expected amounts and timing of cash flows required to discharge the liability and accreted to full value over time through periodic charges to earnings.  22  There are no asset retirement obligations as at April 30, 2011 and 2010.Income taxesThe Company uses the asset and liability method of accounting for future income taxes. Under this method, future income tax assets and liabilities are recognized for temporary differences between the tax and accounting bases of assets and liabilities as well as for the benefit of losses available to be carried forward to future years at the substantively enacted income tax rates expected to be in effect when the temporary differences are likely to be reversed.  The amount of future tax assets recognized is limited to the amount that is more likely than not to be realized.Stock-based compensationAll stock-based awards made to employees and non-employees are measured and recognized using a fair value based method. For employees, the fair value of the options is measured at the date of the grant. For non-employees, the fair value of the options is measured on the earlier of the date at which the counterparty performance is complete or the date the performance commitment is reached or the date at which the equity instruments are granted if they are fully vested and non-forfeitable. For employees and non-employees, the fair value of options is accrued and charged to operations, with the offsetting credit to contributed surplus, on a straight-line basis over the vesting period. If and when the stock options are ultimately exercised, the applicable amounts of contributed surplus are transferred to share capital.Flow-through sharesCanadian Income Tax Legislation permits an enterprise to issue securities referred to as flow-through shares, whereby the investor can claim the tax deductions arising from the renunciation of the related resource expenditures. Under Canadian GAAP, when resource expenditures are renounced to the investors and the Company has reasonable assurance that the expenditures will be completed, future income tax liabilities are recognized with a corresponding reduction in share capital.If a Company has sufficient unused tax losses and deductions (“losses”) to offset all or part of the future income tax liabilities and no future income tax assets have been previously recognized on such losses, a portion of such unrecognized losses (losses multiplied by the effective corporate tax rate) is recorded as income up to the amount of the future income tax liability that was previously recognized on the renounced expenditures.The Company follows the recommendations of the Emerging Issues Committee (“EIC”) of the Canadian Institute of Chartered Accountants (“CICA”) with respect to flow-through shares, as outlined in EIC-146.  The application of EIC-146 requires the recognition of the foregone tax benefit on the date the Company renounces the tax credits associated with exploration expenditures, provided there is reasonable assurance that the expenditures will be made.New Accounting PronouncementIFRS ConvergenceIn February 2008, the CICA announced that Canadian GAAP for publicly accountable enterprises is to be replaced by International Financial Reporting Standards (“IFRS”) for fiscal years beginning on or after January 1, 2011. Companies are required to provide IFRS comparative information for the previous fiscal year. Accordingly, the conversion from Canadian GAAP to IFRS is to be applicable to the Company’s reporting for the first quarter of its 2012 year end for which the current and comparative information will be prepared under IFRS. The Company is required to apply all of those IFRS standards which are effective for fiscal year ending April 30, 2011 and apply them to its opening May 1, 2010 balance sheet.  23  Results of Operations –Consolidated Statements of Loss and Comprehensive Loss      For the years ending April 30201120102009  ($000’s)($000’s)($000's)        EXPENSED EXPLORATION COSTS      Net indirect exploration expenditures223 320          1,017Mineral property write-offs- 349             494Equipment rental income(303) (267)            (316)Net option payments(6) 75            (187)  (86) 477          1,008OTHER EXPENSES (INCOME)     Consulting, labour & professional fees1,299 1,438             1,049Depreciation & amortization178 211             232Gain on disposal of property and equipment(11)--Foreign exchange gain4 16            (193)Insurance, licenses & filing fees130 103               61Interest income(80) (88)            (167)Other corporate costs159 236             218Investor relations & presentations163 90               60Rent118 167             200Stock-based compensation719 1,052          1,509Travel & accommodation94 85               80Impairment and loss (gain) on disposal of available-for-sale securities(28) 89             394Management fees(560) (439)            (628)  2,175 2,9602,815       Loss before income taxes(2,089)(3,437)          (3,823)Future income tax (expense) recovery(49)461268Loss for the year(2,138)(2,976)(3,555)       Other comprehensive loss     Unrealized (gain) loss on available-for-sale securities(257)(1)             157Comprehensive loss for the year(1,881)(2,975)(3,712)              Basic and diluted loss per share ($ per share)(0.12)($0.09)($0.26)       Weighted average common shares outstanding (000's)18,11415,37613,716Narrative Discussion - Results of OperationsAs the Company is in a loss position the basic loss per share and diluted loss per share are equivalent.Net indirect exploration expenses are the costs associated with running CanAlaska’s field operation office in Saskatoon, Saskatchewan (“SK”), Canada and our warehouse in La Ronge, SK and payroll and related cost of our exploration teams where they are not directly chargeable to an exploration project. Net indirect exploration expenses were $223,000 (2010: $320,000; 2009: $1,017,000). The decrease in net indirect exploration expenses in 2011 is a result of reallocation of exploration costs which were directly allocated to specific projects.  24  Mineral property write-offs were $nil (2010: $349,000; 2009: $494,000). In 2011, the Company withdrew its exploration permit application and recorded a mineral property write-down of $367 for the Misty property. In 2010, the Company recorded property write-downs on two of its projects (Ford Lake and Camsell) where it chose not to renew its permits. In 2009, the Company recorded property write-downs on two of its New Zealand projects where it withdrew its license application prior to fiscal year end.Camp and other miscellaneous exploration equipment owned by the Company is maintained at our La Ronge warehouse. Equipment rental income is comprised of income (cost recapture) from charging exploration projects for the rental of this equipment. Equipment rental income was $303,000 (2010: $267,000; 2009: $316,000). The equipment rental income in 2011 is consistent with the winter drilling program. The increase in equipment rental income in 2011 is consistent with the increase in exploration activity year on year.  In 2011, the Company had spent over $9.8 million in exploration compared with $9.2 million in the previous year.  Net option payments represent payments generated from properties in excess of the cost of those properties, these payments may include either cash or the fair value of shares received from the Companies that optioned our properties. In 2011, net options payments were $6,000 (2010: payout (75,000); 2009: income $187,000), these amounts will vary annually depending on what projects the Company currently has optioned and their cost base.  Net option payments in 2010 is an expense as a result of the Company writing-off the option payments from District Gold on the Rainbow Hill property in Alaska, USA. The Company had previously accrued for these receivables.Consulting, labour and professional fees were $1,299,000 (2010: $1,438,000; 2009: $1,049,000) Consulting, labour, and professional fees were lower in fiscal 2011 compared to fiscal 2010. The decrease was primarily attributed to decreases in audit related fees, consulting service and salaries expenses.Depreciation & amortization was $178,000 (2010: $211,000; 2009: $232,000) which is consistent with the property and equipment over the same period.Foreign exchange gain was $4,000 (2010: gain $16,000; 2009: loss $193,000). The primary reason for the gain was due to the stronger Canadian dollar.Insurance, licenses & filing fees was $130,000 (2010: $103,000; 2009: $61,000). Insurance, licenses & filing fees were higher in fiscal 2011 compared to fiscal 2010.  The increase was primarily due to the increase in filing fees.Interest income was $90,000 (2010: $88,000; 2009: $167,000). The increase in 2011 compared to 2010 can be attributed to higher average cash balances.Other corporate cost was $159,000 (2010: $236,000; 2009: $218,000).  The other corporate cost was down in 2011 primarily as a result of a $54,000 provision for doubtful accounts recorded in 2010. The remaining difference is consistent with prior period results.Investor relations & presentation costs were $163,000 (2010: $90,000; 2009: $60,000).  The increase was primary due to the Company retaining the service of an established Canadian investor relations firm.Rent costs in 2011 was $118,000 (2010: $167,000; 2009 $200,000). There was a decrease in 2011.  The decrease in 2011 was a result of the expiry of an office lease in downtown Vancouver.Stock-based compensation was $719,000 (2010: $1,052,000; 2009: $1,509,000).  The decrease in stock-based compensation in 2011 is consistent with the decrease in the total number of options granted each year. The Company calculates the fair values of these options using the Black-Scholes methodology, and expenses them over the vesting period of the options.Travel and accommodation was $94,000 (2010: $85,000; 2009: $80,000). Compared with 2010, there was only a slight increase in 2011.Impairment and loss/(gain) on disposal of available-for-sale securities were gain $28,000 (2010: loss $89,000; 2009: loss $394,000). The gain in 2011 resulted from the sale of $77,000 of available for sale securities. In 2009, the economic downturn a number of the Company’s available-for-sale securities experienced significant price deterioration and the Company viewed these decreases as other than temporary and recorded write-downs of $394,000.  25  Management fees stem from operator fees that are charged on projects that have been optioned to various third parties including the Cree East and West McArthur properties.  Management fees increased in 2011 $560,000 (2010: $439,000 ;2009: $628,000) which is consistent with the increase in exploration expenses year over year.Unrealized gain on available-for-sale securities was $257,000 (2010: gain $1,000; 2009: loss $157,000) was due to mark to market evaluations of available-for-sale securities.  These amounts will vary each year based on the carrying value of the underlying investments.B.           Liquidity and Capital ResourcesAs of April 30, 2011 the Company had cash and cash equivalents of $11.4 million (April 30, 2010: $8.7 million). The Company’s working capital position as at April 30, 2011 was $9.9 million (April 30, 2010: 8.5 million).The Company has entered into joint venture agreements with the Korean Consortium and Mitsubishi and they are currently fully or partially funding exploration on two of its properties located in Athabasca. As of April 30, 2011, the Korean Consortium has completed $19.0 million of funding. In February 2010, Mitsubishi completed $11.0 million of funding, and CanAlaska and Mitsubishi entered into a 50/50 joint venture. Subsequent to the formation of the joint venture, Mitsubishi has provided funding of $3.0 million for the West McArthur project.CanAlaska views itself as fortunate to have strong strategic relationships with its partners. The long-term and strategic support from Mitsubishi and our Korean Consortium partners allows the Company to continue to advance two significant projects forward in these challenging economic times. CanAlaska has also been conscious to maintain a reasonable treasury and is continually evaluating all of its projects.In December 2010, the Company closed a non-brokered flow-through private placements and a non-brokered private placement for gross proceeds of $3.5 million. The Company believes that with the completion of these private placements, its current treasury, and the support of its strategic partners that it can continue to maintain operations over the next twelve months and work towards its strategic goal of discovering one or more high grade uranium deposits.The Company however remains in nature an exploration enterprise and will, at some point, need to seek additional financings either through equity offerings or the formation of additional strategic partnerships. Cash and Working CapitalCash and Working Capital ($000’s)    Apr-10Apr-11Cash and cash equivalents      8,72211,416Accounts receivable and prepaid expenses      1,148422Available-for-sale securities      261559Accounts payable and accruals      (1,626)(2,461)Working capital      8,5059,936Included within cash and cash equivalents are $3.5 million in funds from the CKU Partnership which are dedicated to the Cree East project. Reference should be made to note 4 of the consolidated financial statements for further details.Included within accounts receivable and prepaid expenses is approximately $0.3 million in GST refunds. The decrease from April 30, 2010 is due primarily to a decrease in the Goods and Services Tax receivable account.The increase in available-for-sale securities is a result of marking the securities to market and recording the increase in other comprehensive income.The increase in accounts payable can be attributed to the drill program and geophysics program that was undertaken in the fourth quarter that remained unpaid at April 30, 2011.  26  Shareholders’ Equity ($000’s)    Apr-10Apr-11Common shares      60,87865,182Contributed surplus      9,6659,798Accumulated other comprehensive income      10267Deficit      (30,668)(32,806)        39,88542,411Non-controlling interest      (12,600)(19,000)        52,48561,441Equity Instruments (000’s)      Apr-10Apr-11Common shares outstanding        17,18719,830Options outstanding            Number        2,0941,790Weighted average price        $3.20$1.03Warrants outstanding            Number        2,8473,439Weighted average price        $3.20$2.44Equity instrumentsThe Company has an unlimited amount of authorized common shares without par value.  As of April 30, 2011 the Company had 19,829,995 common shares outstanding.Proceeds from Financings    DateType / Gross ProceedsIntended UseActual UseDecember 2010$2.75 million – 1,721,708ordinary unitsUranium exploration in SaskatchewanAs IntendedDecember 2010$0.71 million – 446,167flow-through unitsUranium exploration in SaskatchewanAs IntendedOn September 23, 2010, shareholders approved a share consolidation of ten to one.  The shares of the Company began trading on a consolidated basis on November 8, 2010. All references to common shares, stock options, warrants and per share amounts for all periods have been adjusted on a retrospective basis to reflect the common share consolidation.In December 2010, the Company issued 1,721,708 ordinary units for gross proceeds of $2,754,733. Each unit consists of one common share and one-half of a share purchase warrant. Each warrant entitles the holder to purchase on additional common share for a period of twenty four months from the closing date, at a price of $1.90 per warrant share.  The share purchase warrants issued as part of this placement have been recorded at a fair value of $205,499 using the Black Scholes model. A finder’s fee of $119,055 in cash and 31,250 common shares and 136,192 warrants were issued in connection with the financing.In December 2010, the Company issued 446,167 flow-through units for gross proceeds of $713,867. Each unit consists of one flow-through common share and one-half of one share purchase warrant. Each whole warrant entitles the holder to purchase one additional common share for a period of twenty four months from the closing date at a price of $1.90 per warrant share. The share purchase warrants issued as part of this placement have been recorded at a fair value of $53,254 using the Black Scholes model.  A finder’s fee of $29,280 in cash and 18,300 warrants were issued in connection with the financing.C.           Research and Development, Patents and Licenses, etc.As the Company is a mineral exploration company with no research and development, the information required by this section is inapplicable.  27  D.           Trend InformationAs the Company is a mineral exploration company with no producing properties, the information required by this section is inapplicable.E.           Off-Balance Sheet ArrangementsThe Company does not have any off-balance sheet arrangements.F.           Tabular Disclosure of Contractual ObligationsThe Company has the following commitments in respect of operating leases for office space, land, or computer equipment:$000’sPayments due by periodContractual Obligations:TotalLess than 1year1 – 3 years3 – 5 yearsMore than 5 yearsLong-Term Debt Obligations-----Capital (Finance) Lease Obligations-----Operating Lease Obligations826235304287-Purchase Obligations-----Other Long-Term Liabilities Reflected on the Company’s Balance Sheet under GAAP of the primary financial statements-----TOTAL826235304287-The Company has outstanding future commitments under mineral property agreements to pay cash and or issue common shares of the Company.  Reference should be made to note 10 to the audited consolidated financial statements attached hereto as Appendix A.G.           Safe HarborThe Annual Report includes "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 1934, as amended (the "Exchange Act").  Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "estimates" or "intends", or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved) are not statements of historical fact and may be "forward looking statements".  Such statements are included, among other places in this Annual Report, in the sections entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations”, "Description of Business" and "Description of Property".  Forward-looking statements are based on expectations, estimates and projections at the time the statements are made that involve a number of risks and uncertainties which could cause actual results or events to differ materially from those presently anticipated.  These include, but are not limited to, the risks of mining industry (for example, operational risks of exploring for, developing and producing crude oil and natural gas, risks and uncertainties involving geology of mineral deposits, the uncertainty of reserve estimates and estimates relating to production volumes, cost and expense projections, potential cost overruns and health, safety and environmental risk), risks relating to the Company's properties (for example, lack of operating history and transportation), fluctuations in mineral prices and exchange rates and uncertainties resulting from potential delays or changes in plans with respect to exploration or development projects  capital expenditures (collectively "Cautionary Statements").  There are certain future uncertainties relating specifically to uranium projects and to additional regulatory or naturally occurring events as recently experienced in Japan.  Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct.  28  ITEM 6.  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEESA.           Directors and Senior ManagementThe following table states the name, province or state, and country of residence of each of the directors and executive officers of the Company, the positions and offices presently held by them and the period or periods of time during which each has served as a director or officer of the Company.Name, Position in Company, Province, State, Country of ResidencePeriod(s) with the CompanyPeter DaslerPresident, Chief Executive Officer & DirectorTsawwassen, BC, Canada Since 2004Emil FungVice President Corporate Development & DirectorWest Vancouver, BC, Canada Since 2005Hubert MarleauDirectorMontreal, PQ, Canada Since 1996Jean Luc RoyDirectorBurkina Faso, AfricaSince 2007Amb. Thomas Graham Jr.Chairman, DirectorBethesda, MD, USA Since 2007Victor FernDirectorFond Du Lac, SK., Canada Since 2008Michael E. RileyDirectorSurrey, BC, Canada Since 2011Karl SchimannVice President  ExplorationVancouver, BC, Canada Since 2004Ram RamachandranChief Financial OfficerToronto, ON, Canada Since 2010Frances PetryshenCorporate SecretaryVancouver, BC, Canada Since 2007Additional details including principal occupation of the above directors or executive officers are as follows:Peter Dasler – President, Chief Executive Officer and DirectorMr. Dasler has over 35 years of experience in exploration geology including twenty years of geological consulting and contracting for junior and senior companies based out of Vancouver, BC.  Mr. Dasler holds Bachelor’s (1974) and Master’s (1981) degrees from Canterbury University, New Zealand and is a member of the professional Engineers and Geoscientists Association of BC.  His background includes senior geological positions in New Zealand, and Mine Manager of the 10 million ton per annum Taharoa Ironsand Mine, as well as management of junior exploration companies in Canada.  Mr. Dasler currently holds the position of President and Chief Executive Officer of CanAlaska Uranium Ltd. (2004-present).Emil Fung – Vice President Corporate Development and DirectorMr. Fung holds a B.A.Sc. (Ch.E.) degree from the University of Toronto and is a M.B.A. graduate from the Schulich School of Business at York University, Toronto.  He began his career as a design engineer of Canadian nuclear reactors. In the mid-80's, Mr. Fung was engaged in investment banking in New York, where he headed mergers and acquisitions for Toronto Dominion Securities.  During the 90's, Mr. Fung pursued his entrepreneurial interests in Asia where he founded several media, telecoms and entertainment companies.  He later formed a venture capital fund to invest exclusively in entrepreneurial start-ups in China.  Mr. Fung returned to Canada in 2003 with a view to bridge the growing gap between resource-hungry Asian economies and the commodity riches of Canada.  He teamed with the Company in January, 2005 to advance the Company's corporate development efforts.   29  Hubert Marleau - DirectorMr. Marleau is an independent Director of the Company (1996-present); founder and Chairman of Palos Capital Corp. (1998-present); and Director of several other companies.Jean Luc Roy – DirectorMr. Roy is an independent Director of the Company (2007 – present).  He has over 20 years experience in the mining industry.  The majority of his experience has been in Africa for companies such as International Gold Resources, Ashanti Goldfields Inc., Senafo, and First Quantum Minerals.  Mr. Roy has managed projects from exploration through to production in three different countries.  As Managing Director for First Quantum Minerals, Jean Luc played a crucial role in securing extensive land positions and by successfully placing a mining operation into production in the Democratic Republic of Congo during a period of major unrest in the country.  Mr. Roy is presently a resident of Burkina Faso where is COO of Ampella Mining Ltd an Australian listed company focused on gold exploration in West Africa with their flagship property Batie West.Amb. Thomas Graham Jr. – DirectorAmbassador Thomas Graham, Jr. is one of the world's leading experts in nuclear non-proliferation.  Amb. Graham has served under four successive U.S. Presidents as a senior U.S. diplomat involved in the negotiation of every major international arms control and non-proliferation agreement for the past 35 years. This includes the SALT, START, ABM, INF, NPT, CFE and CTBT Treaties. Amb. Graham has served with the U.S. Arms Control and Disarmament Agency and as the Special Representative of the President of the United States for Arms Control, Non-Proliferation, and Disarmament, in which role he successfully led U.S. government efforts to achieve the permanent extension of the Nuclear Non-Proliferation Treaty.Chairman of the Company since June 2011; Director of the Company (2007-present); appointed as a member of the International Advisory Board for the nuclear program of the United Arab Emirates in December, 2009; Chairman of the Board of Mexco Energy Corporation (July 1997-present); Executive Chairman of Lightbridge Corporation (formerly Thorium Power, Ltd.)(2006-present).Victor Fern – DirectorIndependent Director of the Company (2007-present); road maintenance supervisor for Athabasca Development Corporation (2009-present);  mill training foreman and a mill process operator for Cameco Corporation; past Chief of the Fond Du Lac Denesuline First Nation (/2005–2007).Michael E. Riley – DirectorIndependent Director and audit committee member of the Company since June 2011.  He was an audit partner with Ernst & Young from 1985 – 2006. Currently Director and Chairman of the audit committees for Primero Mining Corp and BC Lottery Corporation; a director and member of the audit and finance committees of The Vancouver Symphony Society and the BCAA Road Safety Foundation.Karl Schimann – Vice President ExplorationDr. Schimann holds a Ph.D. from the University of Alberta and has worked extensively in the Uranium industry.  He is a member of the Association of Professional Engineers and Geoscientists of British Columbia, the Canadian Institute of Mining, Metallurgy, and Petroleum, the Geological Association of Canada, and the Association of Exploration Geochemists.Dr. Schimann has directed the Company’s uranium exploration efforts in the Athabasca Basin, since 2004.  He has devoted his time to the construction of the field crews necessary for the systematic exploration effort by the Company over its extensive landholdings in the Athabasca Basin.  Dr. Schimann’s previous experience includes 20 years in exploration with Cogema/Areva and specifically in the Athabasca Project Manager for the Cigar Lake discovery team in the early 1980’s, as well as Manager of the McClean Lake Mine Geology Department for Cogema/Areva.Ram Ramachandran – Chief Financial OfficerRam has over 25 years of financial reporting experience in a multitude of capacities. For over 10 years Ram has consulted extensively on financial reporting and regulatory matters for public companies, accounting and law firms. Ram’s contributions to the capital markets include authoring and launching the "Canadian Securities Reporter", a proprietary public company subscription service currently available through the CICA's Knotia website. Ram has previously served as Associate Chief Accountant and Deputy Director, Corporate Finance at the Ontario Securities Commission and served as a principal in the national office of an international accounting firm. Ram was also a member of the OSC’s Continuous Disclosure Advisory Committee and has completed the IFRS Certification program offered by the Institute of Chartered Accountants in England & Wales.  30  Mr. Ramachandran is a Director of Rio Alto Mining Limited (May, 2011 – present); White Tiger Gold (2010 – present); Viper Gold Ltd. (2011 – present) and serves as CFO for Purepoint Uranium Group Inc. (2005 – present)Frances Petryshen – Corporate SecretaryMs. Petryshen brings a strong background of over 25 years of management and administration of junior resource companies.  She has been a Director and Officer of several public and private companies.  Ms. Petryshen was recently admitted as a Fellow of the Institute of Chartered Secretaries and Administrators (FCIS) and has been elected a Director and Secretary of the BC Branch of Institute she is also a graduate of the Accredited Director Program.  In addition, she is a member of the Canadian Society of Corporate Secretaries.Other Principle DirectorshipsIn addition to their positions on the Board, the following Directors also serve as Directors of the following reporting issuers or reporting issuer equivalents:Name of DirectorReporting Issuer(s) or Equivalent(s)Hubert MarleauA.I.S. Resources Limited (AIS-V)Buzz Telecom (BZZ)FRV Media (FRV.H)Gobimin Inc. (GMN)Greystar Resources Ltd. (GSL)Huntington Exploration Inc. (HEI)Maudore Minerals Ltd. (MAO)Mitec Telecom Inc. (MTM)Niocan Inc.(NIO)Woulfe Mining Corp. (WOF)Uni-Select Inc. (UNS)Amb. Thomas Graham Jr.Lightbridge Corporation (LTBR)Mexco Energy Corporation (MXC)Michael E. RileyPrimero Mining Corp. (TSX - P)Ram RamachandranRio Alto Mining Limited (RIO)Viper Gold Ltd. (VPR)White Tiger Gold (WTG) B.           CompensationEXECUTIVE COMPENSATIONChief Executive Officer (“CEO”) means an individual who acted as chief executive officer of the Company, or acted in a similar capacity, for any part of the most recently completed financial year;Chief Financial Officer (“CFO”) means an individual who acted as chief financial officer of the Company, or acted in a similar capacity, for any part of the most recently completed financial year;Named Executive Officer (“NEO”) means each of the following individuals:(a)  a CEO;(b)  a CFO;(c)  each of the three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000, as determined in accordance with subsection 1.3(6) of Form 51-102F6 – Statement of Executive Compensation, for that financial year; and(d)  each individual who would be an NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Company, nor acting in a similar capacity, at the end of that financial year;  31  “closing market price” means the price at which the Company’s security was last sold, on the applicable date in the security’s principle marketplace in Canada;“option-based award” means an award under an equity incentive plan of options, including, for greater certainty, share options, share appreciation rights, and similar instruments that have option-like features;Named Executive Officers During the financial year ended April 30, 2011, the Company had the following NEOs: Peter Dasler, President and CEO; Ram Ramachandran, CFO; Emil Fung, Vice President, Corporate Development; and Karl Schimann, Vice President, Exploration.Compensation Discussion & AnalysisCompensation of the NEOs of the Company is set by the Company’s board of directors (the “Board”) as recommended by the Company’s compensation committee (the “Compensation Committee”).  The Compensation Committee reviews, on an annual basis, the cash compensation, performance and overall compensation package for each NEO.  The Compensation Committee then presents its findings and any recommendations to the Board for consideration and, if acceptable to the Board, approval.  The Compensation Committee recognizes the need to provide a total compensation package that will attract and retain qualified and experienced executives as well as align the compensation level of each of the NEOs.The Company’s executive compensation practices are intended to provide both current and long term rewards to its NEOs that are competitive within the compensation practices of the industry and consistent with their individual performance and contribution to the Company’s objectives.  Compensation components include base salary, bonus and long term incentives in the form of stock options.In determining the appropriate base salary of an executive officer, the Compensation Committee considers the responsibilities of the individual, comparable salaries in the industry, the experience level of the individual and overall performance.  Once the base salary has been established it will be reviewed by the Compensation Committee on an annual basis. For further details see “Termination and Change of Control Provisions” of this Information Circular.  The Company’s executive officers are also eligible for annual bonuses.  Bonuses are generally based on overall success in obtaining the financial goals and exploration objectives of the Company during the calendar year and largely upon the Company’s cash position.Consulting Agreement Ram RamachandranThe Company has renewed a consulting agreement with Ram Ramachandran (dba 1530622 Ontario Inc.) to provide Chief Financial Officer services for a period of one year effective June 1, 2011.  The Company has agreed to pay an annual fee of $70,000 for production of the interim and annual financial statements and management discussion and analysis, production of the Form 20F and liaison with the Company’s auditors, IFRS conversion and restatement.  The fee for the design and implementation of internal controls and internal audit systems will be determined dependant upon agreed deliverables.  This consulting agreement may be terminated by either party with 30 days written notice.Option Based AwardsThe Company maintains a stock option plan to provide additional long-term incentives to the Company’s executive officers, as well as its directors, employees and consultants.  The Compensation Committee reviews the level of incentive options periodically and makes any new issuance recommendations to the Board for approval.  Previous grants of option-based awards are taken into account when considering new grants.  32  Summary Compensation TableThe following table sets out compensation of the NEOs of the Company for the three most recently completed financial years of the Company:    Name and principal position (a)     Year (b)    Salary ($) (c)  Option-based awards ($)(3) (e)Non-equity incentive plan compensation($)(f)   All other compensation($) (h)   Total compensation($) (i)Annual incentive plans(f1)  Long-term incentive plans(f2)Peter DaslerPresident, CEO and Director201120102009191,016181,920173,250               29,769             108,133 60,66128,75050,853NilNilNilNilNilNilNil249,535340,906233,911Ram Ramachandran CFO(1)20112010   80,000    6,66715,835Nil2,000NilNilNilNilNil97,8356,667Emil FungVice President Corporate Development201120102009191,016181,920173,2506,33453,30860,66128,75048,300NilNilNilNilNilNilNil226,100283,528233,911Karl Schimann(2)Vice PresidentExploration 201120102009175,975179,960174,85059,53835,25060,66128,75057,500NilNilNilNilNilNilNil264,263272,710235,511 Notes:(1)Mr. Ramachandran was appointed CFO on April 1, 2010.  Mr. Ramachandran’s compensation was paid as a management fee to a consulting company in which he holds a beneficial interest.(2)Mr. Schimann’s compensation is paid as consulting fees to a consulting company in which he holds a beneficial interest.(3)In determining the fair value of the options granted, the Company followed the principles established under Canadian Generally Accepted Accounting Principles, which requires the determination of the fair value of options granted using the black scholes methodology.  The black-scholes methodology requires making estimates of the risk free rate, expected life of the options, expected volatility and expected dividends.  The Company used the following assumptions in determining the fair value of the options:  Risk-free rate:                1.25% to 1.92%  Expected Life                 1.3 to 3.0 years  Expected volatility        102% to 113%  Expected dividends      0%Narrative discussionAt the September 23, 2010 Annual General and Special Meeting of the shareholders, the Company received disinterested shareholder approval to re-price all of the qualifying outstanding incentive stock options to the Exchange minimum exercise price of $0.10 per share and to consolidate the share capital on a ten old for one new basis.  Subsequent to the meeting, all qualified employee, director, officer and consultant incentive stock options were re-priced to the Exchange minimum exercise price of $0.10 per share.  On November 8, 2010 the shares of the Company were consolidated on a ten old for one new basis which then resulted in a further adjustment to the exercise price of all of the qualified options to $1.00 per share.Incentive Plan Awards – Value Vested or Earned During the YearThe following table sets forth details of the value vested or earned for all incentive plan awards during the most recently completed financial year by each NEO:  33  Value Vested or Earned for Incentive Plan Awards during the Most Recently Completed Financial Year NameOption-based awards – Value vested during the year($)(1)Share-based awards – Value vested during the year($)Non-equity incentive plan compensation – Value earned during the year($)Peter Dasler CEO110,340NilNilRam Ramachandran15,835NilNilEmil Fung VP39,817NilNilKarl Schimann VP90,801NilNilNote:  (1)The value of the option-based awards – vested during the year is calculated by using the number of fully vested options at the financial year end and multiplying that number of options by the difference between the market price and the exercise price of the option.  The market value of $0.84 per share is the closing price of the Company’s shares at April 29, 2011.  Director Compensation TableThe following table sets forth the details of compensation provided to the directors other than the NEOs (the “Other Directors”) during the Company’s most recently completed financial year:Director Compensation Table   Name FeesEarned($)Share-based Awards($)Option-based Awards(1)($)Non-Equity Incentive Plan Compensation($) All Other Compensation($)  Total($)Hubert Marleau$14,650Nil18,210NilNil32,860Amb. Thomas Graham Jr.   $23,660(2)Nil11,084NilNil37,744Jean Luc Roy$16,400Nil17,418NilNil33,818Victor Fern$12,700Nil17,418NilNil30,118  Notes:  (1)In determining the fair value of the options granted, the Company followed the principles established under Canadian Generally Accepted Accounting Principles, which requires the determination of the fair value of options granted using the black scholes methodology.  The black-scholes methodology requires making estimates of the risk free rate, expected life of the options, expected volatility and expected dividends.  The Company used the following assumptions in determining the fair value of the options:Risk-free rate:               1.25% to 1.92%Expected Life                1.3 to 3.0 yearsExpected volatility       102% to 113%Expected dividends     0%(2)Fees earned were US$25,000; this amount has been exchanged into Canadian dollars at the year end exchange rate of 0.9464 as of April 29, 2011.Narrative DiscussionAmb. Thomas Graham Jr. is paid an all inclusive annual director’s fee of US $25,000 converted to Canadian dollars ($23,660) using the exchange rate of 0.9464 as at April 29, 2011.  The other Directors are paid an annual retainer fee of $15,000 per year.  The audit committee chair receives an additional $2,500 per year and the Executive Compensation and Corporate Governance Committee Chairs receive an additional $1,500 per year.  In addition a meeting fee of $700.00 is paid for each Board meeting attended and a fee of $600.00 is paid for each committee meeting.The Other Directors are also compensated through the grant of incentive stock options.  34   (1)  The Company’s common shares closed at $0.84 per share on April 29, 2011 therefore the in-the-money options are nil.Value Vested or Earned for Incentive Plan Awards during the Most Recently Completed Financial Year NameOption-based awards – Value vested during the year($)(1)Share-based awards – Value vested during the year($)Non-equity incentive plan compensation – Value earned during the year($)Hubert Marleau24,150NilNilAmb Thomas Graham Jr.17,024NilNilJean Luc Roy23,358NilNilVictor Fern23,358NilNil  Note:(1)The value of the option-based awards – vested during the year is calculated by using the number of fully vested options at the financial year end and multiplying that number of options by the difference between the market price and the exercise price of the option.  The market value of $0.84 per share is the closing price of the Company’s shares at April 30, 2011.   The exercise price of the option is $1.00 per share.Pension Plan BenefitsThe Company does not have any pension benefits or arrangements in place for the NEOs or the Other Directors.Directors and Officers InsuranceThe Company subscribes to a Directors and Officers Liability Insurance to a limit of $5,000,000 per claim.  The policy insures the Company against any wrongful act committed by its Directors and Officers, including any actual or alleged breach of duty, neglect, error, omission, misstatement, misrepresentation, or act done or attempted by the Directors and Officers of the Company in their capacity to act for the Company.  In addition, the Company has further indemnified its Directors and Officers, to the fullest extent of the law, by entering into personal indemnity agreements with all of the Company’s Directors and Officers.C.           Board Practices1.The board of directors is nominated each year at the Company’s Annual General Meeting and appointed to hold office until the next Annual General Meeting or until their replacements are elected or appointed, subject to the provisions of the Company’s Articles.2.  There currently are no service contracts in place for the Company’s board members, providing for benefits upon termination of employment, except as disclosed previously in Employment Agreements with the CEO, Vice President Corporate Development and Vice President Exploration as disclosed below:Termination and Change of Control ProvisionsDasler Employment AgreementEffective March 3, 2008, the Company entered into an employment agreement with Peter Dasler (the “DaslerEmployment Agreement”) with respect to Mr. Dasler’s position as the President, CEO and a director of the Company, pursuant to which Mr. Dasler is entitled to a fee of $165,000 per annum.  The fee is subject to annual review by the Compensation Committee and may be increased at the recommendation of the Compensation Committee to the Board, subject to Board approval.  Any increase to the fee must be the greater of (a) the annual percentage rate of inflation; or (b) five percent (5%).  The fee was increased to $191,016 on May 1, 2010.  Mr. Dasler is entitled to receive performance bonuses, participate in any incentive bonus plans and is entitled to receive incentive stock options as recommended by the Compensation Committee and approved by the Board.  A management bonus of $28,750 was paid to Mr. Dasler during the Company’s financial year ended April 30, 2011.  The term of the Dasler Employment Agreement is for five years, terminating on March 2, 2013.  The Dasler Employment Agreement may be terminated by Mr. Dasler or by the Company at any time by providing 90 days written notice.  35  In addition to the Dasler Employment Agreement, the Company and Mr. Dasler have also entered into a contingency agreement (the “Contingency Agreement”) which will govern the termination or modification of Mr. Dasler’s employment in the event that a change of control of the Company occurs during the term of the Dasler Employment Agreement.  Pursuant to the Contingency Agreement, if Mr. Dasler employment is terminated without cause, or adversely modified, as a result of such change of control, Mr. Dasler is entitled to compensation for loss of employment in an amount equal to the lesser of (a) three times Mr. Dasler’s annual compensation under the Dasler Employment Agreement (which amount includes the annual fee payable to Mr. Dasler; any bonuses which the Board estimates would have been payable to Mr. Dasler; and one-half of the value of all salaries, bonuses and benefits which were paid or payable to Mr. Dasler during the 24 months preceding termination)(up to a maximum payable of $660,000); or (b) a lump sum payment equal to the compensation that Mr. Dasler would have received or earned if he had continued working until his retirement.  The term of the Contingency Agreement is for an initial period of five years commencing on March 3, 2008, with automatic renewals for consecutive periods of one year unless terminated by either Mr. Dasler or the Company 90 days prior to renewal.Fung Employment AgreementEffective March 3, 2008, the Company entered into an employment agreement with Emil Fung (the “FungEmployment Agreement”) with respect to Mr. Fung’s position as the Vice President – Corporate Development and a director of the Company, pursuant to which Mr. Fung is entitled to a fee of $165,000 per annum.  The fee is subject to annual review by the Compensation Committee and may be increased at the recommendation of the Compensation Committee to the Board, subject to Board approval.  Any increase to the fee must be the greater of (a) the annual percentage rate of inflation; or (b) five percent (5%).  The fee was increased to $191,016 on May 1, 2010.  Mr. Fung is entitled to receive performance bonuses, participate in any incentive bonus plans and is entitled to receive incentive stock options as recommended by the Compensation Committee and approved by the Board.  A management bonus of $28,750 was paid to Mr. Fung during the Company’s financial year ended April 30, 2011.  The term of the Fung Employment Agreement is for five years, terminating on March 2, 2013.  The Fung Employment Agreement may be terminated by Mr. Fung or by the Company at any time by providing 90 days written notice.In addition to the Fung Employment Agreement, the Company and Mr. Fung have also entered into a contingency agreement (the “Contingency Agreement”) which will govern the termination or modification of Mr. Fung’s employment in the event that a change of control of the Company occurs during the term of the Fung Employment Agreement.  Pursuant to the Contingency Agreement, if Mr. Fung employment is terminated without cause, or adversely modified, as a result of such change of control, Mr. Fung is entitled to compensation for loss of employment in an amount equal to the lesser of (a) three times Mr. Fung’s annual compensation under the Fung Employment Agreement (which amount includes the annual fee payable to Mr. Fung; any bonuses which the Board estimates would have been payable to Mr. Fung; and one-half of the value of all salaries, bonuses and benefits which were paid or payable to Mr. Fung during the 24 months preceding termination)(up to a maximum of $660,000); or (b) a lump sum payment equal to the compensation that Mr. Fung would have received or earned if he had continued working until his retirement.  The term of the Contingency Agreement is for an initial period of five years commencing on March 3, 2008, with automatic renewals for consecutive periods of one year unless terminated by either Mr. Fung or the Company 90 days prior to renewal.Schimann Consulting AgreementEffective March 3, 2008, the Company entered into a consulting agreement (the “Schimann Consulting Agreement”) with Schimann Consulting Inc. (“Schimann Consulting”) a company in which Mr. Karl Schimann, Vice President of Exploration, holds a beneficial interest.  The Schimann Consulting Agreement is for a five year term ending March 2, 2013.  Pursuant to the Schimann Consulting Agreement, Schimann Consulting was paid a fee of $650 per day for consulting services provided to the Company by Mr. Schimann.  The daily rate was increased to $715 on May 1, 2010.  The fee is subject to an annual review by the Compensation Committee and Mr. Schimann is entitled to receive incentive stock options or bonuses as authorized by the Compensation Committee and approved by the Board.  A management bonus of $28,750 was paid to Mr. Schimann during the financial year ended April 30, 2011.  The Schimann Consulting Agreement may be terminated by Schimann Consulting Inc. or the Company by providing 90 days written notice.In addition to the Schimann Consulting Agreement, the Company and Mr. Schimann have also entered into a contingency agreement (the “Contingency Agreement”) which will govern the termination or modification of Mr. Schimann’s consulting agreement in the event that a change of control of the Company occurs during the term of the Schimann Consulting Agreement.  Pursuant to the Contingency Agreement, if Mr. Schimann’s agreement is terminated without cause, or adversely modified, as a result of such change of control, Mr. Schimann is entitled to compensation for loss of employment in an amount equal to the lesser of (a) three times Mr. Schimann’s annual compensation under the Schimann Consulting Agreement (which amount includes the annual fee payable to Mr. Schimann; any bonuses which the Board estimates would have been payable to Mr. Schimann; and one-half of the value of all consulting fees, bonuses and benefits which were paid or payable to Mr. Schimann during the 24 months preceding termination)(up to a maximum of $615,000); or (b) a lump sum payment equal to the compensation that Mr. Schimann would have received or earned if he had continued working until his retirement.  The term of the Contingency Agreement is for an initial period of five years commencing on March 3, 2008, with automatic renewals for consecutive periods of one year unless terminated by either Mr. Schimann or the Company 90 days prior to renewal. 3.           The Committees of the Board include: ·  Corporate Governance Committee·  Audit Committee·  Compensation Committee   36  CORPORATE GOVERNANCE COMMITTEECORPORATE GOVERNANCE OBJECTIVESThe objective of this corporate governance policy is to set out an effective, transparent system of guidelines establishing the accountability for the supervising and managing of the affairs of CanAlaska Uranium Ltd. (the “Company”).  These guidelines have been implemented to insure that adequate information is made available so that management decisions can be independently monitored and reviewed.It is management’s belief that through the implementation of these practices, the overall stewardship of the Company will be affected in a positive way, by strengthening the effectiveness of its Board of Directors and by empowering the independent action of its special committees.Within the framework of ongoing development and implementation of these policy’s and procedures, the Company will realize a more comprehensive system of communicating and reporting which in turn will insure a high level of confidence from all of its shareholders and business partners.CORPORATE GOVERNANCE PRACTICESCorporate Governance CommitteeA Corporate Governance Committee (CGC) has been established for the Company.  The Committee is to consist of the lead director and two independent directors.  The Chairperson will be the lead director.  The term for the members of the CGC will be for one year at which time they may be re-nominated.  Currently the members of the committee are Michael Riley, (Chairman), Amb. Thomas Graham, Jr., and Victor Fern.The duties of the committee are to oversee all key issues relating to the Company’s corporate governance including:·  Identify suitable corporate governance policies·  Regulate board organization and other committee structures·  Assess potential candidates for nomination to the Board·  Review the performance of the Board·  Oversee selection and appointment of the CEO·  Develop suitable policies for management succession·  Specify Board composition and qualificationsCode of EthicsThe CGC shall have the responsibility to develop and maintain a Code of Ethics for the Company to be used as principle guidelines of conduct for all of its directors, officers, contractors, consultants, advisors and employees.  The code will be included in the orientation of all new employees, directors, officers, contractors, consultants, advisors and committee members.These guidelines shall include accountability to adherence to the code and a system for the reporting of unethical conduct.  This Code of Ethics will be reviewed and amended by the CGC at a minimum of an annual basis. Board MandateThe CGC will have the responsibility to see that the board adopts a written mandate which outlines and acknowledges the responsibility of the members.  This mandate will include, among other things, establishing a culture of integrity throughout the organization, strategic planning, succession planning, the handling of any conflicts of interest and disclosure policies.  This mandate must include a process where any breach of the directives of this mandate can effectively be reported and dealt with.  37  Board CompositionThe Board is currently comprised of 7 members.  This is considered to be the optimal size at this time.  The Board will reconsider its actual size from time to time.The Board believes that the majority of its members should be independent.  On an annual basis the Board will determine which of its directors is independent based on the rules of applicable securities regulators and will publish its determination in the management proxy circular for the Company’s annual meeting of shareholders.Director ExpectationsThe CGC shall be responsible to develop a comprehensive list of expectations of its directors.  The CGC members have the responsibility to insure that the existing directors have an orientation including an overview of the roll of the board of directors.  Any new incoming directors shall be made familiar with these expectations and understand that they must be willing to comply with the duties and responsibilities of the directorship.  The directors will receive a copy, read, and be familiar with the Company’s Code of Ethics and Disclosure Policy  The CGC will review these guidelines at least on an annual basis for any changing requirements of its board.Advisory Board GuidelinesThe CGC has developed set of guidelines for the members of its advisory board.  Each of the Company’s advisors will receive a copy of the guidelines along with a copy of the Code of Ethics and Disclosure Policy.   The guidelines will be reviewed and amended as required on an annual basis.Nomination CommitteeThe CGC will also act as the Company’s Nominating Committee and as such will have the responsibility of identifying individuals qualified to become members of the board, or to sit on any of its committees.  The CGC will recommend changes in the composition of the board or any of its committees when deficiencies have been identified, and will carry out a complete assessment of the performance of the board on an annual basis.Compensation CommitteeThe Company’s compensation committee is comprised of three independent directors.  This committee must review the compensation of senior management on an annual basis and assist in the administration of the Company’s employee stock option plan.The Compensation Committee is responsible for ensuring that the remuneration and incentive packages of Executive Management are fair and suitable to attract, motivate and retain personnel of the right calibre to meet the organizations needs.  The Compensation Committee should establish a framework for all remuneration packages within the Company.Compensation policies established by the committee should be in line with the Company’s overall strategic goals and objectives and should be linked to the achievement of these goals.  The policies should be constructed to avoid creating conflict of interest situations thereby ensuring that the executive management and other employees are encouraged to always act in the best interest of the Company.The committee should consider the issues of compensation differentials within the organization to ensure that there is parity between the compensation of executives and the value of their contribution to the organization.  There should be particular consideration given to CEO remuneration levels to ensure that performance and reward are linked in accordance with usual practice within that industry, relative values at other similar organizations and previous awards given in prior years.  38  Audit CommitteeThe CGC has the responsible to see that the Company is in compliance with the requirement to appoint the audit committee after each annual shareholders meeting.  The audit committee is to be comprised of 3 independent directors.The audit committee is among other things charged with the responsibility of establishing auditor independence, to access the effectiveness of internal control system and for reviewing and approving the annual financial statements of the Company before they are forwarded for full board approval and then distributed to the public.  The audit committee also reviews and approves the interim financial statements before they are distributed to the public.The CGC will review and approve the Audit Committee Charter on an annual basis. Public Disclosure of Corporate GovernanceThe Company will disclose on its website the current version of these guidelines, the Code of Ethics,Audit Committee Charter, Disclosure Policy and any other policies that are developed in the future.AUDIT COMMITTEEAudit CommitteePursuant to the provisions of NI 52-110, the Company is required to have an Audit Committee comprised of at least three directors, all of whom must be independent.  The Company must also have a written charter which sets out the duties and responsibilities of its Audit Committee.Audit Committee CharterThe Audit Committee Charter is available on the Company’s website at www.canalaska.com, on SEDAR at www.sedar.com, and on EDGAR at www.edgar.com .  A copy of the Audit Committee Charter may also be obtained by contacting the Company (see “Additional Information”).Composition of the Audit CommitteeThe Audit Committee is composed of three independent, financially literate directors, Jean Luc Roy, Michael Riley. and Hubert Marleau.  Mr. Roy is the Chairman of the Audit Committee and is the financial expert.  All of these Audit Committee members understand accounting principles, have experience in evaluating financial statements and understand internal controls and procedures for financial reporting.Relevant Education and ExperienceMr. Roy has over 20 years experience in the mining industry.  The majority of his experience has been in Africa for companies such as International Gold Resources, Ashanti Goldfields Inc., Semafo, and First Quantum Minerals.  Mr. Roy has managed projects from exploration through to production in three different countries.  As managing director for First Quantum Minerals, Mr. Roy played a crucial role in securing extensive land positions and by successfully placing a mining operation into production in the Democratic Republic of Congo during a period of major unrest in the country. Mr. Roy is the former President and CEO of El Nino Ventures Inc.  Mr. Roy is presently a resident of Burkina Faso where is he COO of Ampella Mining Ltd an Australian listed company focused on gold exploration in West Africa with their flagship property Batie West.Mr. Marleau is the founder and Chairman of Palos Capital Corporation since 1998. He has over 40 years of experience in the business and financial community.  Mr. Marleau has structured many mergers and acquisitions as well as designed and created numerous financial transactions in Canada.  He sits on the board of directors of several public companies.Mr. Michael Riley is a Chartered Accountant was a former audit partner with Ernst & Young LLP from 1985 to 2006.  Mr. Riley has a B.Comm. (Honors) degree in Quantitative Methods, from Concordia University and has a Graduate Diploma in Public Accounting from McGill University.  He is currently chair of the Audit Committee of BC Lottery Corporation and Chair of the Audit Committee of Primero Mining Corp.  39   Audit Committee OversightAt no time during the most recently completed financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board.Pre-Approval Policies and ProceduresThe Audit Committee has not adopted any specific policies or procedures for the engagement of non-audit services beyond a review and approval process for such services.External Auditor Service FeesThe aggregate fees billed by the Company’s external auditors in each of the last two fiscal years for audit fees are as follows:Financial Year EndedAudit FeesAudit-Related FeesTax Fees(1)All Other Fees2011$59,810$nil$30,788nil2010$69,960$nil$13,500nil  Notes: (1)           Services rendered for tax compliance, tax advice or tax planning.AssessmentsRegular director assessments have not been conducted with respect to the effectiveness and contribution of the board members.  The Board believes that such formal assessments are not appropriate for its members at this stage of the Company’s development.  The Board as a whole conducts informal evaluations of the performance and effectiveness of the members as a whole.COMPENSATION COMMITTEEThe Company’s Compensation Committee is comprised of three independent directors: Jean Luc Roy, Hubert Marleau and Amb. Thomas Graham Jr.  During fiscal 2011, none of these directors were officers or employees of the Company.The Compensation Committee has adopted a formal written charter to provide its members with minimum guidelines to assist the committee with fulfilling its responsibilities.  The main duties of the Committee include:·  review the compensation and benefits of the directors and executive officers·  review and recommend the compensation of the CEO, and other senior management·  review and approve stock option allocations to employees and management·  review and authorise public disclosure of executive compensation·  approve any special compensation arrangements·  review compensation practices annually or as require·  review the charter on an annual basisD.  EmployeesDuring the fiscal year ended April 30, 2011, the Company had up to 25 employees, 10 consultants and up to 20 seasonal employees and contractors.  The employees are located at the Head Office in Vancouver, BC, the Field Office in Saskatoon, SK and at the warehouse located in LaRonge, SK.  During the field seasons, summer and winter the seasonal workers and consultants are distributed among the companies various projects in Manitoba, Saskatchewan and Alberta and generally willwork from the Saskatoon office when not in the field.    The number of consultants and seasonal employees varies from season to season and year to year depending on the work programs that are funded and undertaken by the Company.  The change in employees has not been significant over the past three years.  40  E.  Share OwnershipThe following tables set forth the share ownership of those persons listed in Subsection 6B above and include details of warrants, options to purchase shares of the Company and common shares beneficially owned by such persons for the most recently completed fiscal year ending April 30, 2011:Common Shares and Stock Options at April 30, 2011:Name Position  Numberof CommonSharesBeneficiallyOwned#Number ofSecurities underlying unexercisedOptions# OptionIssueDateOptionExerciseprice($) Option ExpirationDatePeter DaslerPresident, Chief Executive Officer and Director   44,00010,00010,00060,50081,00035,00090,00022,50047,000Nov 16/06Mar 30/07Jun 28/07Dec 21/07Jan 26/09May 1/09Dec 4/09Apr 30/09Oct 30/10$1.00$1.00$1.00$1.00$1.00$1.00$1.00$1.50$1.00Nov 16/11Mar 30/12Jun 28/12Dec 20/12Jan 25/14Apr 30/14Dec 3/14Apr 30/14Oct 31/13  150,737400,000      Emil FungVice President Corporate Development and Director   44,00010,00020,000150,00081,00035,00015,00015,00010,000Nov 16/06Mar 30/07Jun 28/07Dec 21/07Jan 26/09May 1/09May 1/09Apr 30/10Oct 30/10$1.00$1.00$1.00$1.00$1.00$1.00$1.00$1.50$1.00Nov 16/11Mar 30/12Jun 28/12Dec 20/12Jan 25/14Apr 30/14Apr 30/14Apr 30/13Oct 31/13  56,489380,000      Amb. Thomas Graham Jr.Chairman and Director  50,00015,0007,50017,500Mar 30/07Jan 26/09Apr 30/09Oct 30/10$1.00$1.00$1.00$1.00Mar 30/12Jan 25/14Apr 30/14Oct 31/13  20,00090,000      Hubert MarleauDirector  3,7501,00044,00015,0007,50028,750Nov 16/06Jun 28/07Dec 21/07Jan 26/09May 1/09Oct 30/10$1.00$1.00$1.00$1.00$1.00$1.00Nov 16/11Jun 28/12Dec 20/12Jan 25/14Apr 30/14Oct 31/13  Nil100,000      Jean Luc RoyDirector  10,00040,00015,0007,50027,500Oct 31/07Dec 21/07Jan 26/09May 1/09Oct 30/10$1.00$1.00$1.00$1.00$1.00Oct 31/12Dec 20/12Jan 25/14Apr 30/14Oct 31/13  5,700100,000      Victor FernDirector  50,00015,0007,50027,500Mar 25/07Jan 26/09Apr 30/09Oct 30/10$1.00$1.00$1.00$1.00Mar 24/13Jan 25/14Apr 30/14Oct 31/14  Nil100,000      Karl SchimannVice President Exploration  20,2506,500May 1/09Apr 30/10$1.00$1.50Jan 25/14Apr 30/13  423,37526,750      Ram RamachandranChief Financial Officer  25,000Nov 1/10$1.00Oct 31/13  Nil25,000         41  Name and PositionDate of IssueNumber of WarrantsExercisePriceExpiryDatePeter DaslerPresident, CEO and Director   Dec 21, 2009Dec 21,2009Dec 23, 2010 9,4002,7007,812 $2.80$2.80$1.90 June 22, 2011Dec 22, 2011Dec 22, 2012Emil FungVice President Corporate Development Dec 21, 2009Dec 23, 2010 10,0007,812 $2.80$1.90 June 22, 2011Dec 22, 2012Karl SchimannVice President Exploration Dec 21, 2009Dec 23, 2010  11,9157,812 $2.80$1.90 June 22, 2011Dec 22, 2012Jean Luc RoyDirector  Dec 21, 2009 5,700 $2.80 Dec 22, 2011 Warrants to purchase additional common shares at April 30, 2011:Options and Other Rights to Purchase SharesShare Option Plan:The disinterested shareholders of the Company approved a Share Option Plan (the “Plan”) at the Annual General Meeting of shareholders held on September 23, 2010. The Plan increased the maximum aggregate number of common shares of the Company which may be reserved for issuance under the New Plan to 34,000,000 common shares, which represented approximately 20% of the issued and outstanding common shares of the Company at that date.  In addition, the exercise price of all of the qualified issued incentive share options were adjusted to the Exchange minimum exercise price of $0.10 per share.On November 8, 2010 the Company consolidated its share capital on a ten old for one new basis resulting in the maximum shares issuable under the Plan having been reduced to a maximum issuable of 3,400,000 shares and the exercise price of the qualified outstanding share options were adjusted accordingly to the exercise price of $1.00 per share.The principal purpose of the Plan is to give directors, officers, employees and consultants the opportunity to participate in the profitability and growth of the Company by granting to such individuals options, exercisable over periods of up to ten years as determined by the Board, to buy shares of the Company at a price not less than the closing market price of the Company’s shares on the day preceding the date of granting of the option.The Plan :(a)provides that the maximum aggregate number of common shares reserved for issuance under the Plan and all other share compensation arrangements of the Company is 3,400,000 common shares, representing approximately 17% of the Company’s current issued and outstanding shares;(b)provides that if an option expires:  (i)during a period (a “Blackout Period”) in which the Company has imposed restrictions on trades in its securities by its directors, officers or employees, the expiry date will be a date which is 10 business days after expiry of the Blackout Period; or  (ii)immediately following a Blackout Period, the expiry date will be a date which is 10 business days after expiry of the Blackout Period less the number of business days between the date of expiry of the option and the date on which the Blackout Period ends;The expiry dates for Blackout Periods are subject to the discretion of the board of directors;  42  (c)provides for accelerated vesting of options on a sale of all or substantially all of the assets of the Company, or a change of control of the Company;(d)provides that, to the extent the grant or exercise of an option gives rise to any tax or other statutory withholding obligations, prior to the delivery of an option or any common shares being acquired upon the exercise of an option, as the case may be, the Company may require an optionee to remit to the Company a cash payment, or may withhold from any remuneration or consideration payable to an optionee, an amount sufficient to pay any tax or other statutory withholding obligations associated with the grant or exercise of an option;(e)provides that the directors may amend the Plan or any option without shareholder approval, subject to any necessary approvals required by securities regulators or the Exchange Policies, amend, suspend, terminate or discontinue the Plan or the terms of any option granted under the Plan, or revoke or alter any action taken in connection therewith, except that no general amendment or suspension of the Plan will, without the written consent of all optionees, impair the rights and entitlements of any optionee pursuant to a then-outstanding option unless such amendment is the result of a change in the Exchange Policies, and without limiting the generality of the foregoing, may:  (i)amend the time or times that the shares subject to each option will become purchasable by an optionee, including accelerating the vesting terms, if any, applicable to an option;  (ii)amend the process by which an optionee who wishes to exercise his or her option can do so, including the required form of payment for the shares being purchased, the form of exercise notice and the place where such payments and notices must be delivered;  (iii)reduce the exercise price or extending the term of an option, other than an option held by an insider of the Company;  (iv)amend the terms of the Plan relating to the effect of termination, cessation or death of an optionee on the right to exercise options (including options held by an insider of the Company);  (v)make any amendments of a typographical, grammatical or clerical nature; and  (vi)make any amendments necessary to bring the Plan into compliance with applicable securities and corporate laws and the Exchange Policies;(e)  provides that an option commitment, in a prescribed form, be completed and delivered to each optionee detailing the terms of options granted under the Plan including vesting terms, if any.The Share Option Plan is administered by the Compensation Committee of the Company.  Management will make recommendations to the Compensation Committee for proposed allocations.  Once the Compensation Committee approves of the allotment the proposed issuance is forwarded to the Board for acceptance.The full text of the Share Option Plan is available by contacting the Company and has been posted on SEDAR at www.sedar.com  and EDGAR at www.edgar.com .The current status of the Share Option Plan is as follows:      Shares issued upon exercise of incentive stock options-419,250Shares reserved for issuance pursuant to unexercised incentive stock optionUnallocated shares available for future grants of incentive stock options--1,790,0001,190,750      TOTAL  3,400,000Management believes that incentive plan awards are an effective means of rewarding corporate and individual performance and that they are a necessary component of compensation packages that are currently an industry standard.   43  ITEM 7.                      MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONSA.           Major Shareholders1. (a)To the knowledge of the directors and executive officers of the Company, and based upon the Company’s review of the records maintained by CIBC Mellon Trust Company and insider reports filed with System for Electronic Disclosure by Insiders (SEDI), as at August 9, 2011, the Company had 20,253,136 shares issued and the following shareholders beneficially owned, directly or indirectly, or exercised control or direction over, shares carrying more than 5% of the voting rights attached to all outstanding shares of the Company: Shareholder Name and Address Number of Shares Held Percentage of Issued Shares CDS & Company(1)25th Esplanade, Box 1038, Stn. A,Toronto, Ontario M5E 1W5 15,480,262  76% Notes:(1)         CDS & Co. is a depository for securities; the Company has no knowledge as to the beneficial ownership of these shares.  The information as to the shares beneficially owned by CDS is not within the knowledge of the Company and has been extracted from the register of shareholders maintained by the registrar and transfer agent for the Company’s shares.1. (b)For the past three years Ravensden Asset Management (Goodman & Company) has reported managing 8.23% in 2008, 8.21% in 2009 and 9.36%  in 2010 of the Company’s common shares in mutual funds and client accounts.  In 2010 Ravensden reported that it was no longer holding over 5% of the common shares of the Company.1. (c)         No shareholders have any special voting rights, one common share, one vote.2.  The most recent records show that the Company has approximately 5,950 shareholders of record holding 20,253,136 common shares of the Company.  Of the 5,950 shareholders, 3,800 or approximately 64% of the shareholders are located in Canada.3.  To the extent known to the Company, the Company is not owned or controlled directly or indirectly by another corporation, by any foreign government, or any other legal person(s) severally or jointly.4.  There are no arrangements known to the Company of which may at a subsequent date result in a change of control of the Company.B.           Related Party TransactionsThere were no material related party transactions from the last fiscal year end April 30, 2010, to the current date of this report.  There are no proposed material related party transactions between the Company or any of its subsidiaries, except as previously disclosed in the audited year ended April 30, 2011 consolidated financial statements attached as Appendix (A).C.           Interests of Experts and CounselThis Form 20F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this section.ITEM 8.                      FINANCIAL INFORMATIONA.           Consolidated Statements and Other Financial InformationThis Annual Report contains consolidated financial statements for the Company for fiscal year end April 30, 2011 which contains an audit report dated August 16, 2011 attached hereto as Appendix (A).  44  B.           Significant ChangesThere have been no significant changes, other than disclosed in this annual report in the Company’s financial statements since the financial year ended April 30, 2011.ITEM 9.                      THE OFFER AND LISTINGThis Form 20F is being filed as an annual report under the Exchange Act, and as such provides information called for by items 9.A.4 and 9.C.A.           Offer and Listing Details(a)           The annual high and low market prices for the five most recent financial years as quoted on the TSX Venture ExchangeYear EndedHighLowMay 2010 – April 2011May 2009 – April 2010May 2008 – April 2009May 2007 – April 2008May 2006 – April 20071.791.953.107.009.700.841.450.452.503.80(b)           The two most recent full financial years and any subsequent period: the high and low market prices for each full financial quarter as quoted on the TSX Venture Exchange:TSX Venture ExchangeHighLow2010    First Quarter2.001.50Second Quarter2.351.45Third Quarter1.851.55Fourth Quarter1.801.452011    First Quarter1.501.00Second Quarter1.400.90Third Quarter1.791.15Fourth Quarter1.680.84(c)           The high and low market prices for the most recent six months as quoted on the TSX Venture Exchange and the Toronto Stock Exchange2011HighLowFebruary1.681.42March1.530.86April1.020.84May0.830.71June0.760.68July0.710.64B.           Plan of DistributionThis Form 20F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this section.  45  C.           MarketsThe Company’s common shares have traded on the TSX Venture Exchange since January 4, 1988 under the trading symbol “CVV” and are listed on the OTCBB from December 3, 1999 and under the trading symbol of “CVVUF” and on the Frankfurt Stock Exchange, Open Market under the trading symbol DH7N.  On June 21, 2011 the shares of the Company were delisted from the TSX Venture Exchange and commenced trading on the Toronto Stock Exchange under the same symbol “CVV”.D.           Selling ShareholdersThis Form 20F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this section.E.           DilutionThis Form 20F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this section.F.           Expenses of the IssueThis Form 20F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this section.ITEM 10.                      ADDITIONAL INFORMATIONA.  Share CapitalThis Form 20F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this section.B.           Memorandum and Articles of Association1.           The Company is permitted to conduct any lawful business, that it is not restricted from conducting by its memorandum and articles, neither of which contain any restriction on the lawful business that the Company may conduct. CanAlaska Uranium Ltd. executive, registered and records office is located at 1020 – 625 Howe Street, Vancouver, British Columbia, Canada, V6C 2T6, telephone number +1.604.688.3211.The Company was incorporated on May 22, 1985 under the laws of the Province of British Columbia, Canada under the name Canadian Gravity Recovery Group Ltd.  On June 14, 1985, the Company changed its name to CanAlaska Resources Ltd.  On September 15, 1993, the Company consolidated its share capital on a four for one basis and changed its name to International CanAlaska Resources Ltd.  On October 19, 1999 the Company consolidated its share capital on a five for one basis and changed its name to CanAlaska Ventures Ltd.  The Company was transitioned under the Business Corporations Act on September 24, 2004.  The Company changed its name to CanAlaska Uranium Ltd. on October 11, 2006.The Company’s common stock (the “Common Shares”) has been listed on the Vancouver Stock Exchange (now the TSX Venture Exchange) (the “Exchange”) since January 4, 1988 and is a Tier 1 Company.  The Company has been trading on the OTC Bulletin Board in the United States under the symbol ICSKF since July 20, 1999 and under the symbol CVVUF since December 3, 1999, and on the Frankfurt Stock Exchange, Open Market under the trading symbol DH7.  On June 21, 2011 the Company delisted it’s shares from the TSX-Venture Exchnage and listed on the Toronto Stock Exchange.The Company is a reporting company in British Columbia, Alberta, Ontario and Labrador and Newfoundland. The Company is extra-provincially registered in Labrador and Newfoundland, Saskatchewan, Manitoba, and Alberta, Canada.2.           A director who is, in any way, directly or indirectly interested in an existing proposal or contract or transaction with the Company, where a conflict of interest is declared, the nature and extent of the conflict which must be disclosed as required by the Business Corporations Act (British Columbia), may not vote in respect to the approval of the transaction.  46  3.  All of the shares of common stock of the Company are of the same class and, once issued, rank equally as to dividends, voting powers, and participation in assets and in all other respects, on liquidation, dissolution or winding up of the Company, whether voluntary or involuntary.  The holders of the common shares are entitled to one vote for each common share on all matters to be voted on by the shareholders.  There are no sinking fun provisions.  All common shares must be fully paid prior to issue and are thereafter subject to no further capital calls by the Company.  There exists no discriminatory provision affecting any existing or prospective holder of common shares as a result of such shareholder owning a substantial number of shares.4.             The rights of the shareholders may be changed only by the shareholders passing a special resolution approved by members holding two thirds of the votes cast.5.The Board of Directors must call an annual general meeting once each calendar year, not later than 13 monthsafter the last such meeting.  The Board may call an extraordinary meeting of shareholders at any time.  Noticeof such meetings must be accompanied by an Information Circular describing the proposed business to be dealt with and disclosures as prescribed by statute.  Not less than 21 days notice shall be given for any meeting.  A quorum shall be two members in person or proxy not representing less than 5% of the issued shares.6.The articles of the Company contain no limitations on the rights of non-resident or foreign shareholders.7.There are no provisions in the Company’s articles that would have an effect of delaying, deferring or preventinga change in control of the Company and that would operate only with respect to a merger, acquisition orcorporate restructuring involving the Company or its subsidiaries.8.There are no provisions in the Company’s articles governing ownership threshold.9.With respect to items 2 through 8 above, the law applicable to the company in these areas is not significantlydifferent from that in the host country.10.Conditions imposed by the memorandum and articles governing changes in the capital require a specialresolution of shareholders requiring two thirds of the votes cast.A copy of the Articles are incorporated by reference to the Form 20-F, filed on September  20, 2010.C.           Material ContractsDuring the two years immediately proceeding August 12, 2011, there were no material contracts entered into by the Company other than entered into during the normal course of business as disclosed in ITEM 4, Section D, Property, Plant and Equipment and ITEM 5 Section F, Tabular Disclosure of Contractual Obligations.  Private Placements disclosed in financial statements.D.           Exchange ControlsThere is no law or governmental decree or regulation in Canada that restricts the export or import of capital, or affects the remittance of dividends, interest or other payments to a non-resident holder of common shares, other than withholding tax requirements.There is no limitation imposed by Canadian law or by the constituent documents of the Company on the right of a non-resident to hold or vote common shares, other than are provided in the Investment Canada Act (Canada).  The following summarizes the material features of the Investment Canada Act (Canada).The Investment Canada Act (Canada) requires certain "non-Canadian" individuals, governments, corporations or other entities who wish to acquire a "Canadian business" (as defined in the Investment Canada Act), or establish a "new Canadian business" (as defined in the Investment Canada Act) to file either a notification or an application for review with a governmental agency known as "Investment Canada".  The Investment Canada Act requires that certain acquisitions of control of a Canadian business by a "non-Canadian" must be reviewed and approved by the Minister responsible for the Investment Canada Act on the basis that the Minister is satisfied that the acquisition is "likely to be of net benefit to Canada", having regard to criteria set forth in the Investment Canada Act.  Only acquisitions of control are reviewable under the Investment Canada Act; however, the Investment Canada Act provides detailed rules for the determination of whether control has been acquired and, pursuant to those rules, the acquisition of one-third or more of the voting shares of a corporation may, in some circumstances, be considered to constitute an acquisition of control.  Certain reviewable acquisitions of control may not be implemented before being approved by the Minister; if the Minister does not ultimately approve a reviewable acquisition which has been completed, the acquired Canadian business be divested.  Failure to comply with the review provisions of the Investment Canada Act could result in, among other things, an injunction or a court order directing disposition of assets or shares.  47  E.           TaxationMaterial United States Federal Income Tax ConsequencesThe following is a general discussion of certain possible United States federal income tax consequences, under current law, generally applicable to a U.S. Holder (as hereinafter defined) of common shares of the Company. This discussion does not address all potentially relevant federal income tax matters and it does not address consequences peculiar to persons subject to special provisions of federal income tax law, such as those described below as excluded from the definition of a U.S. Holder. In addition, this discussion does not cover any state, local or foreign tax consequences (see “Canadian Federal Income Tax Consequences” below).The following discussion is based upon the sections of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations, published Internal Revenue Service (“IRS”) rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time and which are subject to differing interpretations. This discussion does not consider the potential effects, both adverse and beneficial, of any recently proposed legislation, which, if enacted, could be applied, possibly on a retroactive basis, at any time. This discussion is for general information only and it is not intended to be, nor should it be construed to be, legal or tax advice to any holder or prospective holder of common shares of the Company and no opinion or representation with respect to United States federal income tax consequences to any such holder or prospective holder is made. Accordingly, holders and prospective holders of common shares of the Company should consult their own tax advisors about the federal, state, local, and foreign tax consequences of purchasing, owning and disposing of common shares of the Company.U.S. HoldersAs used herein, a “U.S. Holder” means a holder of common shares of the Company who is a citizen or individual resident of the United States, a corporation or partnership created or organized in or under the laws of the United Sates or of any political subdivision thereof, an estate whose income is taxable in the United States irrespective of source or a trust subject to the primary supervision of a court within the United States and control of a United States fiduciary as described in Section 7701(a)(30) of the Code. This summary does not address the tax consequences to, and U.S. Holder does not include, persons subject to specific provisions of federal income tax law, such as tax-exempt organizations, qualified retirement plans, individual retirement accounts and other tax-deferred accounts, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, nonresident alien individuals, or foreign corporations whose ownership of common shares of the Company is not effectively connected with conduct on a trade or a business in the United States, persons or entities that have a “functional currency” other than the U.S. dollar, shareholders who hold common shares as part of a straddle, hedging or a conversion transaction, and shareholders subject to the alternative minimum tax, and shareholders who acquired their common shares through the exercise of employee stock options or otherwise as compensation for services. This summary is limited to U.S. Holders who own common shares as capital assets. This summary does not address the consequences to a person or entity holding an interest in a shareholder or the consequences to a person of the ownership, exercise or disposition of any options, warrants or other rights to acquire common shares.Distribution on Common Shares of the CompanyU.S. Holders receiving dividend distributions (including constructive dividends) with respect to shares of the Company are required to include in gross income for United States federal income tax purposes the gross amount of such distributions, equal to the U.S. dollar value of such distributions on the date of receipt (based on the exchange rate on such date), to the extent that the Company has current or accumulated earnings or profits, without reduction for any Canadian income tax withheld from such distributions. Such Canadian tax withheld may be credited, subject to certain limitations, against the U.S. Holder’s federal income tax liability or, alternatively, may be deducted in computing the U.S. Holder’s federal taxable income by those who itemize deductions (see more detailed discussion at “Foreign Tax Credit” below).  To the extent that distributions exceed current or accumulated earnings and profits of the Company, they will be treated first as a return of capital up to the U.S. Holder’s adjusted basis in the common shares and thereafter as gain from the sale or exchange of the common shares. Preferential tax rates for long-term capital gains are applicable to a U.S. Holder, which is an individual, estate or trust. There are currently no preferential tax rates for long-term capital gains for a U.S. Holder, which is a corporation.  48  In the case of foreign currency received as a dividend that is not converted by the recipient into U.S. dollars on the date of receipt, a U.S. Holder will have a tax basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Generally any gain or loss recognized upon a subsequent sale or other disposition of the foreign currency, including the exchange for U.S. dollars, will be ordinary income or loss. However, an individual whose realized gain does not exceed $200 will not recognize that gain, to the extent that there are no expenses associated with the transaction that meet the requirement for deductibility as a trade or business expense (other than travel expenses in connection with a business trip) or as an expense for the production of income.Dividends paid on the common shares of the Company generally will not be eligible for the dividends received deduction provided to corporations receiving dividends from certain United States corporations. A U.S. Holder which is a corporation may, under certain circumstances, be entitled to a 70% (or 80%) deduction of the United States source portion of dividends received from the Company (unless the Company qualifies as a “foreign personal holding company” or a “passive foreign investment company,” as defined below) if such U.S. Holder owns shares representing at least 10% (or 20%) of the voting power and value of the Company. The availability of this deduction is subject to several complex limitations that are beyond the scope of this discussion.Information Reporting and Backup WithholdingUnder current Treasury Regulations, dividends paid on the Company’s common shares, if any, generally will not be subject to information reporting and generally will not be subject to U.S. backup withholding tax. However, dividends and the proceeds from a sale of the Company’s common shares paid in the U.S. through a U.S. or U.S. related paying agent (including a broker) will be subject to U.S. information reporting requirements and may also be subject to the 30% U.S. backup withholding tax, unless the paying agent is furnished with a duly completed and signed Form W-9. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a refund or a credit against the U.S. Holder’s U.S. federal income tax liability, provided the required information is furnished to the IRS.Foreign Tax CreditA U.S. Holder who pays (or has withheld from distributions) Canadian income tax with respect to the ownership of common shares of the Company may be entitled, at the option of the U.S. Holder, to either receive a deduction or a tax credit for such foreign tax paid or withheld. Generally, it will be more advantageous to claim a credit because a credit reduces United States federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer’s income subject to tax. This election is made on a year-by-year basis and applies to all foreign taxes paid by (or withheld from) the U.S. Holder during that year. There are significant and complex limitations which apply to the credit, among which is the general limitation that the credit cannot exceed the proportionate share of the U.S. Holder’s United States income tax liability that the U.S. Holder’s foreign source income bears to his or its worldwide taxable income. In the determination of the application of this limitation, the various items of income and deduction must be classified into foreign and domestic sources. Complex rules govern this classification process. In addition, this limitation is calculated separately with respect to specific classes of income such as “passive income”, “high withholding tax interest”, “financial services income”, “shipping income,” and certain other classifications of income. Dividends distributed by the Company will generally constitute “passive income” or, in the case of certain U.S. Holders, “financial services income” for these purposes. The availability of the foreign tax credit and the application of the limitations on the credit are fact specific, and U.S. Holders of common shares of the Company should consult their own tax advisors regarding their individual circumstances.Disposition of Common Shares of the CompanyA U.S. Holder will recognize a gain or loss upon the sale of common shares of the Company equal to the difference, if any, between (i) the amount of cash plus the fair market value of any property received, and (ii) the shareholder’s tax basis in the common shares of the Company. Preferential tax rates apply to long-term capital gains of U.S. Holders which are individuals, estates or trusts. This gain or loss will be a capital gain or loss if the common shares are a capital asset in the hands of the U.S. Holder, which will be a long-term capital gain or loss if the common shares of the Company are held for more than one year. Deductions for net capital losses are subject to significant limitations. For U.S. Holders who are not corporations, any unused portion of such net capital loss may be carried over to be used in later tax years until such net capital loss is thereby exhausted. For U.S. Holders which are corporations (other than corporations subject to Subchapter S of the Code), an unused net capital loss may be carried back three years from the loss year and carried forward five years from the loss year to be offset against capital.  49  Currency Exchange Gains or LossesU.S. Holders generally are required to calculate their taxable incomes in United States dollars. Accordingly, a U.S. Holder who purchases common shares of the Company with Canadian dollars will be required to determine the tax basis of such shares in United States dollars based on the exchange rate prevailing on the settlement date of the purchase (and may be required to recognize the unrealized gain or loss, if any, in the Canadian currency surrendered in the purchase transaction). Similarly, a U.S. Holder receiving dividends or sales proceeds from common shares of the Company in Canadian dollars will be required to compute the dividend income or the amount realized on the sale, as the case may be, in United States dollars based on the exchange rate prevailing at the time of receipt in the case of dividends and on the settlement date in the case of sales on an established securities exchange. A gain or loss, if any, recognized on a disposition of Canadian currency in connection with the described transaction generally will be treated as an ordinary gain or loss.Other ConsiderationsIn the following circumstances, the above sections of this discussion may not describe the United States federal income tax consequences resulting from the holding and disposition of common shares.Foreign Personal Holding CompanyIf at any time during a tax year more than 50% of the total combined voting power or the total value of the Company’s outstanding shares is owned, directly or indirectly, by five or fewer individuals who are citizens or residents of the United States and 60% or more of the Company’s gross income for such year was derived from certain passive sources (e.g., from dividends received from its subsidiaries), the Company may be treated as a “foreign personal holding company”. In that event, U.S. Holders that hold common shares would be required to include in gross income for such year their allocable portions of such passive income to the extent the Company does not actually distribute such income. The Company does not believe that it currently qualifies as a foreign personal holding company. However, there can be no assurance that the Company will not be considered a foreign personal holding company for the current or any future taxable year.Foreign Investment CompanyIf 50% or more of the combined voting power or total value of the Company’s outstanding shares are held, directly or indirectly, by citizens or residents of the United States, United States domestic partnerships or corporations, or estates or trusts other than foreign estates or trusts (as defined by the Code Section 7701(a)(31)), and the Company is found to be engaged primarily in the business of investing, reinvesting or trading in securities, commodities, or any interest therein, it is possible that the Company may be treated as a “foreign investment company” as defined in Section 1246 of the Code, causing all or part of any gain realized by a U.S. Holder selling or exchanging common shares to be treated as ordinary income rather than a capital gain. The Company does not believe that it currently qualifies as a foreign investment company. However, there can be no assurance that the Company will not be considered a foreign investment company for the current or any future taxable year.Passive Foreign Investment Company (“PFIC”)The Code contains rules governing “passive foreign investment companies” (“PFIC”) which can have significant tax effects on U.S. Holders of foreign corporations. These rules do not apply to non-U.S. Holders. Section 1297 of the Code defines a PFIC as a corporation that is not formed in the United States and, for any taxable year, either (i) 75% or more of its gross income is “passive income”, which includes interest, dividends and certain rents and royalties or (ii) the average percentage, by fair market value (or, if the Company is not publicly traded and either is a controlled foreign corporation or makes an election, by adjusted tax basis), of its assets that produce or are held for the production of “passive income” is 50% or more. The Company believes that it qualified as a PFIC for the fiscal year ended April 30, 1988 and the fiscal years ended from April 30, 1989 through April 30, 2011.  There can be no assurance that the Company’s determination concerning its PFIC status will not be challenged by the IRS, or that it will be able to satisfy record keeping requirements which will be imposed on a qualified electing fund (“QEF”). Each U.S. Holder of the Company is urged to consult a tax advisor with respect to how the PFIC rules affect their tax situation.  50  A U.S. Holder who holds stock in a foreign corporation during any year in which such corporation qualifies as a PFIC is subject to United States federal income taxation under one of two alternative tax regimes at the election of each such U.S. Holder. The following is a discussion of such two alternative tax regimes applied to such U.S. Holders of the Company. In addition, special rules apply if a foreign corporation qualifies as both a PFIC and a “controlled foreign corporation” (as defined below) and a U.S. Holder owns, actually or constructively, 10% or more of the total combined voting power of classes of stock entitled to vote of such foreign corporation (see more detailed discussion at “Controlled Foreign Corporation” below).A U.S. Holder who elects in a timely manner to treat the Company as a QEF (an “Electing U.S. Holder”) will be subject, under Section 1293 of the Code, to current federal income tax for any taxable year in which the Company qualifies as a PFIC on his pro rata share of the Company’s (i) “net capital gain” (the excess of net long-term capital gain over net short-term capital loss), which will be taxed as a long-term capital gain to the Electing U.S. Holder and (ii) “ordinary earnings” (the excess of earnings and profits over net capital gain), which will be taxed as ordinary income to the Electing U.S. Holder, in each case, for the shareholder’s taxable year in which (or with which) the Company’s taxable year ends, regardless of whether such amounts are actually distributed.The effective QEF election also allows the Electing U.S. Holder to (i) generally treat any gain realized on the disposition of his Company common shares (or deemed to be realized on the pledge of his shares) as capital gain; (ii) treat his share of the Company’s net capital gain, if any, as a long-term capital gain instead of ordinary income; and (iii) either avoid interest charges resulting from PFIC status altogether, or make an annual election, subject to certain limitations, to defer payment of current taxes on his share of the Company’s annual realized net capital gain and ordinary earnings subject, however, to an interest charge. If the Electing U.S. Holder is not a corporation, such an interest charge would be treated as “personal interest” that is not deductible.The procedure a U.S. Holder must comply with in making an effective QEF election will depend on whether the year of the election is the first year in the U.S. Holder’s holding period in which the Company is a PFIC. If the U.S. Holder makes a QEF election in such first year, i.e., a timely QEF election, then the U.S. Holder may make the QEF election by simply filing the appropriate documents at the time the U.S. Holder files his tax return for such first year. If, however, the Company qualified as a PFIC in a prior year, then in addition to filing documents, the U.S. Holder must elect to recognize under the rules of Section 1291 of the Code (discussed herein), any gain that he would otherwise recognize if the U.S. Holder sold his stock on the qualification date or if the Company is a controlled foreign corporation, the U.S. Holder’s pro rata share of the Company’s post-1986 earnings and profits as of the qualification date. The qualification date is the first day of the Company’s first tax year in which the Company qualified as a QEF with respect to such U.S. Holder. The elections to recognize such gain or earnings and profits can only be made if such U.S. Holder’s holding period for the common shares of the Company includes the qualification date. By electing to recognize such gain or earnings and profits, the U.S. Holder will be deemed to have made a timely QEF election. A U.S. Holder who made elections to recognize gain or earnings and profits after May 1, 1992 and before January 27, 1997 may, under certain circumstances, elect to change such U.S. Holder’s qualification date to the first day of the first QEF year. U.S. Holders are urged to consult a tax advisor regarding the availability of and procedure for electing to recognize gain or earnings and profits under the foregoing rules. In addition, special rules apply if a foreign corporation qualifies as both a PFIC and a “controlled foreign corporation (as defined below) and a U.S. Holder owns, actually or constructively, 10% or more of the total combined voting power of classes of stock entitled to vote of such foreign corporation (see more detailed discussion at “Controlled Foreign Corporation” below).If the Company is a PFIC for any taxable year during which a Non-Electing U.S. Holder holds Company common shares, then the Company will continue to be treated as a PFIC with respect to such Company common shares, even if it is no longer definitionally a PFIC. A Non-Electing U.S. Holder may terminate this deemed PFIC status by electing to recognize a gain (which will be taxed under the rules discussed above for Non-Electing U.S. Holders) as if such Company common shares had been sold on the last day of the last taxable year for which it was a PFIC.  51  Effective for tax years of U.S. Holders beginning after December 31, 1997, U.S. Holders who hold (actually or constructively) marketable stock of a foreign corporation that qualifies as a PFIC, may annually elect to mark such stock to the market (a “mark-to-market election”). If such an election is made, such U.S. Holder will not be subject to the special taxation rules of Section 1291 discussed above. However, if the mark-to-market election is made by a Non-Electing U.S. Holder after the beginning of the holding period for the PFIC stock, then the Section 1291 rules will apply to certain dispositions of, distributions on and other amounts taxable with respect to the Company’s common shares. A U.S. Holder who makes the mark-to-market election will include in income for the taxable year for which the election was made an amount equal to the excess, if any, of the fair market value of the common shares of the Company as of the close of such tax year over such U.S. Holder’s adjusted basis in such common shares. In addition, the U.S. Holder is allowed a deduction for the lesser of (i) the excess, if any, of such U.S. Holder’s adjusted tax basis in common shares over the fair market value of such shares as of the close of the tax year, or (ii) the excess, if any, of (A) the mark-to-market gains for the common shares in the Company included by such U.S. Holder for prior tax years, including any amount which would have been included for any prior tax year but for the Section 1291 interest on tax deferral rules discussed above with respect to Non-Electing U.S. Holders, over (B) the mark-to-market losses for shares that were allowed as deductions for prior tax years. A U.S. Holder’s adjusted tax basis in the common shares of the Company will be adjusted to reflect the amount included in or deducted from income as a result of a mark-to-market election. A mark-to-market election applies to the taxable year in which the election is made and to each subsequent taxable year, unless the Company’s common shares cease to be marketable, as specifically defined, or the Secretary of the IRS consents to revocation of the election. Because the IRS has not established procedures for making a mark-to-market election, U.S. Holders should consult their tax advisor regarding the manner of making such an election.Under Section 1291(f) of the Code, the IRS has issued Proposed Treasury Regulations that, subject to certain exceptions, would treat as taxable certain transfers of PFIC stock by Non-Electing U.S. Holders that are generally not otherwise taxed, such as gifts, exchanges pursuant to corporate reorganizations, and transfers at death. Generally, in such cases the basis of the Company’s common shares in the hands of the transferee and the basis of any property received in exchange for those common shares would be increased by the amount of the gain recognized. Under the Proposed Treasury Regulations, an Electing U.S. Holder would not be taxed on certain transfers of PFIC stock, such as gifts, exchanges pursuant to corporate reorganizations, and transfers at death. The transferee’s basis in this case will depend on the manner of transfer. In a transfer at death, for example, the transferee’s basis is equal to (i) the fair market value of the Electing U.S. Holder’s common shares reduced by the U.S. Holder’s adjusted basis in these common shares at death. The specific tax effect to the U.S. Holder and the transferee may vary based on the manner in which the common shares are transferred. Each U.S. Holder of the Company is urged to consult a tax advisor with respect to how the PFIC rules affect their tax situation.Certain special, generally adverse, rules will apply with respect to the Company common shares while the Company is a PFIC whether or not it is treated as a QEF. For example, under Section 1298(b)(6) of the Code, a U.S. Holder who uses PFIC stock as security for a loan (including a margin loan) will, except as may be provided in regulations, be treated as having made a taxable disposition of such shares.If the Company is classified as a PFIC, U.S. Holders who do not make timely QEF Elections (as discussed above) will be subject to a number of special tax rules. For example, gains recognized on disposition of the Company stock or the receipt of an “excess distribution” from the Company is (i) treated as if it were ordinary income earned  ratably on each day of the period the U.S. Holder owns shares of the Company at the highest marginal rate in effect during the period in which it was deemed included and (ii) subject to an interest charge as if the resulting tax had actually been due in such earlier year or years (an excess distribution is the amount of any distribution received by the U.S. Holder during the taxable year that exceeds 125% of the immediately preceding three year average of distributions received from the Company, subject to certain adjustments.) Proposed Regulations broadly define a disposition to include any transaction or event that constitutes an actual or deemed transfer of property for any purpose under the Code, including (but not limited to) a sale, exchange, gift, transfer at death, and the pledging of PFIC stock to secure a loan. If the tax described above is not imposed on transfer at death, the recipient of the PFIC stock receives a basis in the transferred stock equal to the lesser of the fair market value or the adjusted basis of the stock in the hands of the U.S. Holder immediately before death. Finally, the foregoing rules will continue to apply with respect to a U.S. Holder who held the stock of the Company while the Company met the definition of a PFIC even if the Company ceases to meet the definition of a PFIC.  52  Controlled Foreign CorporationIf more than 50% of the total combined voting power of all classes of shares entitled to vote or the total value of the shares of the Company is owned, actually or constructively, by citizens or residents of the United States, United States domestic partnerships and corporations or estates or trusts other than foreign estates or trusts (as defined by the Code Section 7701 (a)(31), each of which own, actually or constructively, 10% or more of the total combined voting power of all classes of shares of the Company (“United States Shareholder”), the Company could be treated as a controlled foreign corporation (“CFC”) under Subpart F of the Code. This classification would effect many complex results, one of which is the inclusion of certain income of a CFC which is subject to current U.S. tax. The United States generally taxes United States Shareholders of a CFC currently on their pro rata shares of the Subpart F income of the CFC. Such United States Shareholders are generally treated as having received a current distribution out of the CFC’s Subpart F income and are also subject to current U.S. tax on their pro rata shares of the CFC’s earnings invested in U.S. property. The foreign tax credit described above may reduce the U.S. tax on these amounts. In addition, under Section 1248 of the Code, gain from the sale or exchange of shares by a U.S. Holder of common shares of the Company which is or was a United States Shareholder at any time during the five-year period ending with the sale or exchange is treated as ordinary income to the extent of earnings and profits of the Company attributable to shares sold or exchanged. If a foreign corporation is both a PFIC and a CFC, the foreign corporation generally will not be treated as a PFIC with respect to United States shareholders of the CFC. This rule generally will be effective for taxable years of United States Shareholders beginning after 1997 and for taxable years of foreign corporations ending with or within such taxable years of United States Shareholders. Special rules apply to United States Shareholders who are subject to the special taxation rules under Section 1291 discussed above with respect to a PFIC. Because of the complexity of Subpart F, a more detailed review of these rules is outside the scope of this discussion. The Company does not believe that it currently qualifies as a CFC. However, there can be no assurance that the Company will not be considered a CFC for the current or any future taxable year.Material Canadian Federal Income Tax ConsequencesThe summary below is restricted to the case of a holder (a “Holder”) of one or more common shares who for the purposes of the Income Tax Act (Canada) (the “Act”) is a non-resident of Canada, holds his common shares as capital property and deals at arm’s length with the Company.The following is a general discussion of certain possible Canadian federal income tax consequences, under current law, generally applicable to a non-resident of Canada (as hereinafter defined) of common shares of the Company. This discussion does not address all potentially relevant federal income tax matters and it does not address consequences peculiar to persons subject to special provisions of federal income tax law, such as those described above as excluded from the definition of a U.S. Holder. In addition, this discussion does not cover any provincial, local or foreign tax consequences.DividendsA Holder will be subject to Canadian withholding tax (“Part XIII Tax”) equal to 25%, or such lower rate as may be available under an applicable tax treaty, of the gross amount of any dividend paid or deemed to be paid on his common shares. Under the Canada-US Income Tax Convention (1980) (the “Treaty”) the rate of Part XIII Tax applicable to a dividend on common shares paid to a Holder who is a resident of the United States is, if the Holder is a company that beneficially owns at least 10% of the voting stock of the Company, 5% and in any other case, 15% of the gross amount of the dividend. The Company will be required to withhold the applicable amount of Part XIII Tax from each dividend so paid and remit the withheld amount directly to the Receiver General for Canada for the account of the Holder.Capital GainsA Holder who disposes of a common share, including by deemed disposition on death, will not be subject to Canadian tax on any capital gain (or capital loss) thereby realized unless the common share constituted “taxable Canadian property” as defined by the Act. Generally, a common share will not constitute taxable Canadian property of a Holder unless he held the common shares as capital property used by him carrying on a business (other than an insurance business) in Canada, or he or persons with whom he did not deal at arm’s-length alone or together held or held options to acquire, at any time within the five years preceding the disposition, 25% or more of the shares of any class of the capital stock of the Company.  53  A Holder who is resident of the United States and realizes a capital gain on disposition of a common share that was taxable Canadian property will nevertheless, by virtue of the Treaty, generally be exempt from Canadian tax thereon unless (a) more than 50% of the value of the common share is derived from, or forms an interest in, Canadian real estate, including Canadian mineral resource properties, (b) the common share formed part of the business property of a permanent establishment that the Holder has or had in Canada within the 12 months preceding disposition, or (c) the Holder (i) was a resident of Canada at any time within the ten years immediately the disposition and for a total of 120 months during the 20 years, preceding the disposition, and (ii) owned the common share when he ceased to be a resident of Canada.A Holder who is subject to Canadian tax in respect of a capital gain on disposition of a common share must include one-half of the capital gain (taxable capital gain) in computing his taxable income earned in Canada. This Holder may, subject to certain limitations, deduct one half of any capital loss (allowable capital loss) arising on disposition of taxable Canadian property from taxable capital gains realized in the year of disposition in respect of taxable Canadian property and, to the extent not so deductible, from such taxable capital gains of any of the three preceding years or any subsequent year.F.           Dividends and Paying AgentsThis Form 20F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this section.G.           Statements by ExpertsThis Form 20F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this section.H.           Documents on DisplayAny documents referred to in this Annual Report may be inspected at the head office of the Company, 1020 – 625 Howe Street, Vancouver, British Columbia, V6C 2T6, Canada, during normal business hours.I.           Subsidiary InformationThere is no information relating to the Company’s subsidiaries which must be provided in Canada and which are not otherwise called for by the body of generally accepted accounting principles used in preparing the consolidated financial statements.ITEM 11.                      QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKThe Company anticipates its primary market risk, if any, to be related to fluctuations in exchange rates. Exchange rate risk may arise if the Company is required to use different currencies for various aspects of its operations.  At present, the functional currency for the Company is the Canadian dollar.  Based on the Company’s overall exchange rate risk as at April 30, 2011, the Company believes that a ten percent change in exchange rates would not have a material adverse effect on its financial position, results of operations, or changes in financial position.  The Company intends to monitor its exchange rate risk and take reasonable steps to reduce its exposure.  The Company does not intend to purchase or sell derivative instruments for speculative purposes.ITEM 12.                      DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIESThis Form 20F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this section.  54  PART IIITEM 13.                DEFAULTS, DIVIDEND ARREARS AND DELINQUENCIESThere has not been a material default in the payment of principal, interest, a sinking or purchase fund installment, or any other material default not cured within thirty days, relating to indebtedness of the Company or any of its significant subsidiaries.  There are no payments of dividends by the Company in arrears, nor has there been any other material delinquency relating to any class of preference shares of the Company.ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDSNot applicable. ITEM 15.               CONTROLS AND PROCEDURES Disclosure Controls and Procedures The Company’s disclosure controls and procedures (“DCP”) are designed to provide reasonable assurance that all relevant information is communicated to senior management, to allow timely decisions regarding required disclosure. Based on this evaluation, these officers concluded that as of the end of the period covered by this Annual Report on Form 20-F, our disclosure controls and procedures were not effective to ensure that the information required to be disclosed by our company in reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. These disclosure controls and procedures include controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management, including our company’s principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. The conclusion that the disclosure controls and procedures were not effective was due to the presence of material weaknesses in internal control over financial reporting as identified below under the heading “Internal Controls over Financial Reporting Procedures”.  Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated. Internal Controls over Financial Reporting Procedures The management of the Company is responsible for establishing and maintaining adequate internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).  The Company’s internal control system was designed to provide reasonable assurance to the Company’s management and the board of directors regarding the reliability of financial reporting and preparation and fair presentation of published financial statements for external purposes in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.  Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.   55  The Company, with the participation of the Chief Executive Officer and the Chief Financial Officer, has conducted an evaluation of the design and operation of internal control over financial reporting as of April 30, 2011. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, management concluded our internal control over financial reporting was not effective as at April 30, 2011 due to the following material weaknesses: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting, financial reporting and corporate governance.A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.The Company is taking steps to enhance and improve the design of our internal controls over financial reporting; however these steps were not complete as of April 30, 2011. During the period covered by this annual report on Form 20-F, the Company has not been able to remediate the material weaknesses identified above. To remediate such weaknesses, the Company plans to implement the following changes during fiscal year ending April 30, 2012: (i) address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting, financial reporting and corporate governance.The remediation efforts set out above are largely dependent upon the Company securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.The Company’s internal control over financial reporting was not subject to attestation by our independent registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. During the Company’s most recently completed financial year ended April 30, 2011, there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to affect, its internal control over financial reporting. This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the our registered public accounting firm pursuant to rules of the SEC that permit us to provide only management's report in this annual report. ITEM 16.                      [Reserved] ITEM 16A.                      AUDIT COMMITTEE FINANCIAL EXPERTComposition of the Audit CommitteeThe Company’s audit committee members are Jean Luc Roy, Michael Riley and Hubert Marleau.  They are all independent directors.  The board of directors has determined that the Chairman of the Company’s Audit Committee, Jean Luc Roy, qualifies as an “audit committee financial expert” as that term is defined in Item 16A(b) of Form 20-F.  As a result of their education and experience, each member of the audit committee has familiarity with, and understanding of, or experience in accounting principles used by the Company to prepare its financial statements, in reviewing and evaluating the financial statements and are familiar with internal controls and procedures for financial reporting.  56  Mr. Roy is chairman and an independent member of the audit committee and is financially literate.    Mr. Roy has an understanding of generally accepted accounting principles and financial statements.  He has the ability to assess the general application of such principles in connection with accounting for estimates, accruals and reserves.  In addition he has the background and experience to deal with the complexity of accounting issues that can be reasonably raised by the registrant’s financial statements.  Mr. Roy has an understanding of internal controls and the functioning of the audit committee and has experience overseeing the financial reporting function.  Mr. Roy has been a director or executive officer of several exploration and mining companies for the past 20 years.  Mr. Roy was the past President and CEO of El Nino Ventures Inc.  Mr. Roy is presently a resident of Burkina Faso where is he COO of Ampella Mining Ltd an Australian listed company focused on gold exploration in West Africa with their flagship property Batie West.Mr. Marleau is an independent member of the audit committee and is financially literate.  With Mr. Marleau’s extensive work history working with private and public companies as a director, Mr. Marleau has an understanding of internal controls and procedures for financial reporting.Mr. Michael Riley in an independent member of the audit committee and is financially literate.  Mr. Michael Riley is a Chartered Accountant was a former audit partner with Ernst & Young LLP from 1985 to 2006.  Mr. Riley has a B.Comm. (Honors) degree in Quantitative Methods, from Concordia University and has a Graduate Diploma in Public Accounting from McGill University.  He is currently chair of the Audit Committee of BC Lottery Corporation and Chair of the Audit Committee of Primero Mining Corp. A copy of the audit committee charter is available on the Company’s web site and is available by contacting the Company directly.  The Audit Committee Charter is incorporated by reference to the Form 20-F filed on September 20, 2010.ITEM 16B.                      CODE OF ETHICSThe Company has adopted a Code of Ethics (“Code”) which defines certain fundamental principles, policies and procedures that govern the directors, officers, employees, advisors and contractors.  The Company is committed to conducting its business in accordance with applicable laws, rules and regulations and to the highest standard of business ethics.  A copy of the Code is provided to all individuals associated with the Company including outside contractors.The Code establishes a level of awareness and expectations in certain areas of behaviour such as conflicts of interest, gifts and entertainment, competitive practices, disclosure policies, legal compliance, financial reporting, records, company assets, workplace environment and Health and Safety.  A whistle blower system for reporting violations to the Code has been established and is routinely revisited during regular employee meeting and orientations.The Code of Ethics is posted on the Company’s web site, has been posted to SEDAR and EDGAR.  A copy of the Code may be requested by contacting the head office at #1020 – 625 Howe Street, Vancouver, BC, V6C 2T6, by telephone 604.688.3211, fax 604.688.3217 or via e-mail at canalaska.com.  The Code of Ethics is incorporated by reference to the 20-F filing dated September 20, 2010.ITEM 16C.                      PRINCIPAL ACCOUNTANT FEES AND SERVICESThe following table discloses the aggregate fees billed for each of the last two financial years for professional services rendered by the Company’s audit firm for various services in Canadian Dollars.External Auditor Service FeesThe aggregate fees billed by the Company’s external auditors in each of the last two fiscal years for audit of the Company’s accounts are as follows:Financial Year EndedAudit FeesAudit-Related FeesTax Advisory FeesAll Other Fees2011$59,810$nil$30,788Nil2010$69,960$nil$13,500Nil  57  From time to time, management of the Company recommends to and requests approval from the audit committee for non-audit services to be provided by the Company’s auditors.  The audit committee routinely considers such requests at committee meetings, and if acceptable to a majority of the audit committee members, pre-approves such non-audit services by a resolution authorizing management to engage the Company’s auditors for such non-audit services, with set maximum dollar amount for each itemized service.  During such deliberations, the audit committee assesses, among other factors, whether the services requested would be considered “prohibited services” as contemplated by the US Securities and Exchange Commission, and whether the services requested and the fees related to such services could impair the independence of the auditors.ITEM 16D.                      EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEESThe Company is not exempt from the listing standards for audit committees required by Exchange Act Rule 10A-3(d). ITEM 16E.PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS  There have been no purchases made on behalf of the issuer or any affiliate issuer during this reporting period.ITEM 16F.CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT There has not been a change in the Company’s certifying accountant since reporting on the Company’s Form 20-F filing dated September 20, 2010.ITEM 16G.CORPORATE GOVERNANCEThe Company’s corporate governance practices do not differ significantly from the standards and guidelines that have been set by the regulatory agencies.  A copy of the Company’s Corporate Governance Policy is published on the corporate web site, has been posted to SEDAR and EDGAR, and is incorporated by reference to the Form 20-F.that was filed by the Company on September 20, 2010.  58  PART IIIITEM 17.                      CONSOLIDATED FINANCIAL STATEMENTSSee the Audited Consolidated Financial Statements and Exhibits listed in Item 19 hereof and filed as part of this Annual Report.ITEM 18.                      FINANCIAL STATEMENTSNot ApplicableITEM 19.                      EXHIBITSSignaturesCertifications of CEO and CFO for financial reporting, disclosure and internal controls  Certification of the Chief Executive Officer  Certification of the Chief Financial Officer  Certification of CEO Pursuant To 18 U.S.C. Section 1350  Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002  Certification of CFO Pursuant To 18 U.S.C. Section 1350 Adopted  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002  Certificate of Ethics for the Chief Executive Officer and the Chief Financial Officer    APPENDIX(A)               Audited Consolidated Financial Statements(B)               Management Discussion and Analysis dated August 15, 2011.   59  SIGNATURESThe Company hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.Date:           August 17, 2011.CANALASKA URANIUM LTD. “Peter Dasler”                                                                President & CEO “Ram Ramachandran”                                                                Chief Financial Officer  60  CERTIFICATIONSI,    Peter Dasler, certify that:1.           I    have reviewed this annual report on Form 20F of CanAlaska Uranium Ltd.;2.Based            on my knowledge, this annual report does not contain any untrue            statement of a material fact or omit to state a material fact            necessary to make the statements made, in light of the circumstances            under which such statements were made, not misleading with respect            to the period covered by this annual report;3.Based            on my knowledge, the financial statements, and other financial            information included in this report, fairly present in all material            respects the financial condition, results of operations and cash            flows of the company as of, and for, the periods presented in this            annual report;4.The            company's other certifying officer(s) and I are responsible for            establishing and maintaining disclosure controls and procedures for            the company (as defined in Exchange Act Rules 13a-15(e) and            15d-15(e))  and internal control over financial reporting            (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the            Company and have: (a)Designed            such disclosure controls and procedures, or caused such disclosure            controls and procedures to be designed under our supervision, to            ensure that material information relating to the company, including            its consolidated subsidiaries, is made known to us by others within            those entities, particularly during the period in which this report            is being prepared; (b)Designed            such internal control over financial reporting, or caused such            internal control over financial reporting to be designed under            supervision, to provide reasonable assurance regarding the            reliability of financial reporting and the preparation of financial            statements for external purposes in accordance with generally            accepted accounting principles; (c)Evaluated            the effectiveness of the company's disclosure controls and            procedures and presented in this report our conclusions about the            effectiveness of the disclosure controls and procedures, as of the            end of the period covered by this report based on such evaluation;            and (d)Disclosed            in this report any change in the company's internal control over            financial reporting that occurred during the period covered by the            annual report that has materially affected, or is reasonably likely            to materially affect, the company's internal control over            financial reporting; and5.The            company's other certifying officer(s) and I have disclosed, based            on our more recent evaluation of internal control over financial            reporting, to the company's auditors and the audit committee of            the company's board of directors (or persons performing the            equivalent functions): (a)All            significant deficiencies and material weaknesses in the design or            operation of internal control over financial reporting which are            reasonably likely to adversely affect the company's ability to            record, process, summarize and report financial information; and   (b)Any            fraud, whether or not material, that involves management or other            employees who have a significant role in the company's internal            control over financial reporting.Date:  August    17, 2011.CANALASKA    URANIUM LTD.       "Peter    Dasler"                                                                Peter    DaslerChief    Executive Officer          CERTIFICATIONSI,  Ram Ramachandran, certify that:1.           I  have reviewed this annual report on Form 20F of CanAlaska Uranium Ltd.;2.Based          on my knowledge, this annual report does not contain any untrue          statement of a material fact or omit to state a material fact          necessary to make the statements made, in light of the circumstances          under which such statements were made, not misleading with respect to          the period covered by this annual report;3.Based          on my knowledge, the financial statements, and other financial          information included in this report, fairly present in all material          respects the financial condition, results of operations and cash flows          of the company as of, and for, the periods presented in this annual          report;4.The          company's other certifying officer(s) and I are responsible for          establishing and maintaining disclosure controls and procedures for          the company (as defined in Exchange Act Rules 13a-15(e) and          15d-15(e))  and internal control over financial reporting          (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the          Company and have: (a)Designed          such disclosure controls and procedures, or caused such disclosure          controls and procedures to be designed under our supervision, to          ensure that material information relating to the company, including          its consolidated subsidiaries, is made known to us by others within          those entities, particularly during the period in which this report is          being prepared; (b)Designed          such internal control over financial reporting, or caused such          internal control over financial reporting to be designed under          supervision, to provide reasonable assurance regarding the reliability          of financial reporting and the preparation of financial statements for          external purposes in accordance with generally accepted accounting          principles; (c)Evaluated          the effectiveness of the company's disclosure controls and          procedures and presented in this report our conclusions about the          effectiveness of the disclosure controls and procedures, as of the end          of the period covered by this report based on such evaluation; and (d)Disclosed          in this report any change in the company's internal control over          financial reporting that occurred during the period covered by the          annual report that has materially affected, or is reasonably likely to          materially affect, the company's internal control over financial          reporting; and5.The          company's other certifying officer(s) and I have disclosed, based on          our more recent evaluation of internal control over financial          reporting, to the company's auditors and the audit committee of the          company's board of directors (or persons performing the equivalent          functions): (a)All          significant deficiencies and material weaknesses in the design or          operation of internal control over financial reporting which are          reasonably likely to adversely affect the company's ability to          record, process, summarize and report financial information; and   (b)Any          fraud, whether or not material, that involves management or other          employees who have a significant role in the company's internal          control over financial reporting.Date:           August  17, 2011.CANALASKA  URANIUM LTD.   "Ram  Ramachandran"                                                                           Ram  RamachandranChief  Financial Officer      CERTIFICATION  PURSUANT TOSECTION  1350 OF CHAPTER 63 OF TITLE 18,OF  THE UNITED STATES CODE (18U.S.C.1350)ADOPTED  PURSUANT TOSECTION  906 OF THE SARBANES-OXLEY ACT OF 2002In  connection with the Annual Report of CanAlaska Uranium Ltd. (the "Company")  on Form 20F for the year ended April 30, 2011 as filed with the Securities and  Exchange Commission on the date hereof (the "Report"), I, Peter Dasler,  the Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C.  section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of  2002, that to my knowledge:(1)           the  Report fully complies with the requirements of section 13a-14(a) and 15d-14(a)  of the Securities Exchange Act of 1934; and(2)the            information contained in the Report fairly presents, in all material            respects, the financial condition and resultof            the operations of the Company.   Date:           August  17, 2011."Peter  Dasler"                                                      Chief  Executive Officer      CERTIFICATION  PURSUANT TOSECTION  1350 OF CHAPTER 13 OF TITLE 18OF  THE UNITED STATES CODE (18U.S.C.1350)ADOPTED  PURSUANT TOSECTION  906 OF THE SARBANES-OXLEY ACT OF 2002In  connection with the Annual Report of CanAlaska Uranium Ltd. (the "Company")  on Form 20F for the year ended April 30, 2011 as filed with the Securities and  Exchange Commission on the date hereof (the "Report"), I, Ram  Ramachandran, the Chief Financial Officer of the Company, certify, pursuant to  18 U.S.C. section 1350, as adopted pursuant to section 906 of the  Sarbanes-Oxley Act of 2002, that to my knowledge:(1)           the  Report fully complies with the requirements of section 13a-14(a) and 15d-14(a)  of the Securities Exchange Act of 1934; and(2)           the  information contained in the Report fairly presents, in all material respects,  the financial condition and result of the operations of the Company.   Date:           August  17, 2011.   "Ram  Ramachandran"                                           Chief  Financial Officer      CERTIFICATE  OF ETHICS FOR THE CHIEF EXECUTIVE OFFICERAND  THE CHIEF FINANCIAL OFFICERIn  my role as Chief Executive Officer ("CEO") or Chief Financial Officer ("CFO")  of CanAlaska Uranium Ltd. (the "Company"), I have adhered to and advocated  to the best of my knowledge and ability the following principles and  responsibilities governing professional conduct and ethics:Act  with honesty and integrity, handling in an ethical manner any actual or  apparent conflicts of interest between personal and professional  relationships.  A "conflict of interest" exists when an  individual's private interests interfere or conflict in any way (or even  appear to interfere or conflict) with the interests of the Company.Provide  constituents with information that is accurate, complete, objective, relevant,  timely and understandable.  If I am the CEO or CFO, I shall review  the Company's annual reports before certifying and filing them with the SEC.Comply  with all applicable laws, rules and regulations of federal, provincial,  territorial, state and local governments, and other appropriate private and  public regulatory agencies.Act  in good faith, responsibly, with due care, competence and diligence, without  misrepresenting material facts or allowing my independent judgment to be  subordinated.Respect  the confidentiality of information acquired in the course of business except  when authorized or otherwise legally obligated to disclose the  information.  I acknowledge that confidential information acquired  in the course of business is not to be used for personal advantage.Promote  ethical behavior among employees at the Company and as a responsible partner  with industry peers and associates.Maintain  control over and responsibly manage all assets and resources employed or  entrusted to me by the Company.Report  illegal or unethical conduct by any director, officer or employee that has  occurred, is occurring or may occur, including any potential violations of the  Company's Code of Ethics (the "Code").  Such report shall be  made to the Audit Committee of the Board of Directors and shall include  conduct of a financial or non-financial nature.Comply  with the Code.  I understand that if I violate any part of the Code,  I will be subject to disciplinary action.I  understand that the Code is subject to all applicable laws, rules and  regulations.I  understand that there shall be no waiver of, modification of, or change to any  part of the Code except by a vote of the Board of Directors or a designated  Board committee.  In the event that a waiver of, modification of, or  a change to the Code is granted, then the notice of the waiver, modification  and/or change shall be posted on the Company's website within five business  days of the Board of Directors' or designated Board committee's vote or  shall be disclosed otherwise as required by applicable law or Stock Exchange  or SEC rules.  Notices posted on the Company website shall remain  there for a period of 12 months and shall be retained in the Company's files  as required by law.Date:     August  17, 2011."Peter            Dasler"
Peter            Dasler, Chief Executive Officer
 "Ram            Ramachandran"
           Ram            Ramachandran, Chief Financial Officer

 
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