UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
DC 20549 USA
 
 FORM
20-F /A
 
 
 (Mark
One)
 
 o
              REGISTRATION STATEMENT PURSUANT
      TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF
      1934
 
 OR
 
 þ
              ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
  For
the fiscal year ended November 30, 2007
 
 OR
 
 o
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 
 
 OR
 
 o
              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:   000-30194
  Ungava
      Mines Inc.(Exact
      name of Registrant as specified in its
charter)
 
 Not
      applicable(Translation
      of Registrant's name into English)
 
 Province
      of Ontario, Canada(Jurisdiction
      of incorporation or organization)
 
 160
      Matheson Boulevard East, Unit 5, Mississauga, Ontario, Canada L4Z
      1V4(Address
      of principal executive offices)
 
 
 
 
 
 
 Securities
registered or to be registered pursuant to Section 12(b) of the
Act.
 
 Title
      of each class
              
              Name
      of each exchange on which registeredNone
              
              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 pursuant to Section 15(d) of the
Act.
 None(Title
      of Class)
 
 Indicate
the number of outstanding shares of each of the issuer’s classes of capital or
common stock as of the close of the period covered by the annual
report.
 92,688,976
  Common Shares
 
 
 Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
 oYes
      þ No
 
 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.
 
 oYes
     þNo
 
 Note –
Checking the box above will not relieve any registrant required to file 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.
 þYes
      oNo
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
one):
 
 oLarge
accelerated filer      oAccelerated
filer       þNon-accelerated
filer
 
 Indicate
by check mark which financial statement item the registrant has elected to
follow.
 
 oItem 17
      þItem
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 the Exchange Act).
 oYes
      þNo
 
 
 (APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE
YEARS)
  Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of Securities under a plan confirmed by a
court.
 
 þYes
      oNo
 
 _____________________________________________________________________________________
 
 The
information set forth in this Annual Report on Form 20-F is as at November 30,
2007, unless an earlier or later date is indicated.
 
 Financial
information is presented in accordance with accounting principles generally
accepted in The Unites States of America.
 
 Statements
in this Annual Report regarding expected completion dates of feasibility
studies, anticipated commencement dates of mining or metal production
operations, projected quantities of future metal production and anticipated
production rates, operating efficiencies, costs and expenditures are
forward-looking statements.  Actual results could differ materially
depending upon the availability of materials, equipment, required permits or
approvals and financing, the occurrence of unusual weather or operating
conditions, the accuracy of reserve estimates, lower than expected ore grades or
the failure of equipment or processes to operate in accordance with
specifications.  See "Risk Factors" for other factors that may affect our
future financial performance.
 
 _____________________________________________________________________________________
 
 
 
  UNGAVA
MINES INC.
 SECURITIES
AND EXCHANGE COMMISSION
  FORM
20-F
  TABLE
OF CONTENTS
   PAGEGLOSSARY
      OF TERMS
                1PART
      I
                1ITEM
      1
                IDENTITY
      OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
                2ITEM
      2
                OFFER
      STATISTICS AND EXPECTED TIMETABLE
                2ITEM
      3
                KEY
      INFORMATION
                23.A.
                Selected
      Financial Data
                23.B.
                Capitalization
      and Indebtedness
                33.C.
                Reasons
      For The Offer and Use of Proceeds
                33.D.
                Risk
      Factors
                3ITEM
      4
                INFORMATION
      ON THE COMPANY
                74.A.
                History
      and Development of Our Company
                74.B.
                Business
      Overview
                74.C.
                Organizational
      Structure
                84.D.
                Our
      Property
                8ITEM
      5
                OPERATING
      AND FINANCIAL REVIEW AND PROSPECTS
                205.A.
                Results
      of Operations
                20Revenues
                20Analysis
      of Expenses
                20Summary
      of Quarterly Results
                215.B.
                Liquidity
      and Capital Resources
                225.C.
                Research
      and Development, Patents and Licenses, etc.
                225.D.
                Trend
      Information
                225.E.
                Off-Balance
      Sheet Arrangements
                225.F.
                Disclosure
      of Contractual Obligations
                225.G.
                Safe
      Harbor
                22ITEM
      6
                DIRECTORS,
      SENIOR MANAGEMENT AND EMPLOYEES
                226.A.
                Directors
      and Senior Management
                236.B.
                Compensation
                24Cash
      and Non-Cash Compensation - Executive Officers and
    Directors
                25Option
      Grants in Last Fiscal Year
                25Defined
      Benefit or Actuarial Plan Disclosure
                25Termination
      of Employment, Change in Responsibilities and Employment
      Contracts
                256.C.
                Board
      Practices
                256.D.
                Employees
                256.E.
                Share
      Ownership
                26ITEM
      7
                MAJOR
      SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
                267.A.
                Major
      Shareholders
                267.B.
                Related
      Party Transactions
                277.C.
                Interests
      of Experts and Counsel
                27ITEM
      8
                FINANCIAL
      INFORMATION
                278.A.
                Consolidated
      Statements and Other Financial Information
                278.B.
                Significant
      Changes
                27ITEM
      9
                THE
      OFFER AND LISTING
                289.A.
                Offer
      and Listing Details
                289.B.
                Plan
      of Distribution
                289.C.
                Markets
                289.D.
                Selling
      Shareholders
                28
    
   PAGE9.E.
                Dilution
                289.F.
                Expenses
      of the Issue
                28ITEM
      10
                ADDITIONAL
      INFORMATION
                2910.A.
                Share
      Capital
                2910.B.
                Memorandum
      and Articles of Association
                2910.C.
                Material
      Contracts
                2910.D.
                Exchange
      Controls
                2910.E.
                Taxation
                29Material
      Canadian Federal Income Tax Consequences
                2910.F.
                Dividends
      and Paying Agents
                3010.G.
                Statement
      by Experts
                3010.H.
                Documents
      on Display
                3010.I.
                Subsidiary
      Information
                30ITEM
      11
                QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
                30ITEM
      12
                DESCRIPTION
      OF SECURITIES OTHER THAN EQUITY SECURITIES
                30PART
      II
                31ITEM
      13
                DEFAULTS,
      DIVIDEND ARREARAGES AND DELINQUENCIES
                31ITEM
      14
                MATERIAL
      MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
      PROCEEDS
                31ITEM
      15.T.
                CONTROLS
      AND PROCEDURES
                31ITEM
      16
                RESERVED
                3116.A.
                Audit
      Committee Financial Expert
                3116.B.
                Code
      of Business Conduct and Ethics
                3116.C.
                Principal
      Accountant Fees and Services
                3316.D.
                Exemptions
      From the Listing Standards for Audit Committees
                3316.E.
                Purchases
      of Equity Securities by the Issuer and Affiliated
    Purchasers
                33PART
      III
                34ITEM
      17
                FINANCIAL
      STATEMENTS
                34ITEM
      18
                FINANCIAL
      STATEMENTS
                34ITEM
      19
                EXHIBITS
                34SIGNATURES
                35
     
 
   Glossary
of Terms
   “Anomalous”refers to a sample
or location that either (i) the concentration of an element(s) or (ii)
geophysical measurement is significantly different from the average background
values in the area.
 “Anorthosite” is a rock
comprised of largely feldspar minerals and minor mafic iron-magnesium
minerals.
 “Assay” is an analysis to
determine the quantity of one or more elemental components.
 “Au” refers to
gold.
 “BFS”is an abbreviation for
Bankable Feasibility Study
 “Byron” refers to Byron
Americor Inc.
 “Cm”is an abbreviation for
centimeters.
 “CRI”refers to Canadian
Royalties Inc.
 “Cu” refers to
copper.
 “Exploration stage” refers to
the stage where a company is engaged in the search for minerals deposits
(reserves) which are not in either the development or production
stage.
 “Fault” is a fracture or break
in a rock across which there has been displacement.
 “Gabbro” is an intrusive rock
comprised of a mixture of mafic minerals and feldspars.
 “Grade” is the concentration
of an ore metal in a rock sample, given either as weight percent for base metals
(ie, Cu, Zu, Pb) or in grams per tonne (g/t) or ounces per short ton (oz/t) for
precious or platinum group metals.
 “g/t” refers to grams per
tonne.
 “H”is an abbreviation for
hectare.
 “Hectare” is an area totaling
10,000 square meters or 100 meters by 100 meters.
 “Intrusive” is a rock mass
formed below earth’s surface from molten magma, which was intruded into a
pre-existing rock mass and cooled to solid.
 “Km” is an abbreviation for
kilometer.
 “M” is an abbreviation for
meters.
 “mafic” is a rock type
consisting of predominantly iron and magnesium silicate minerals with little
quartz or feldspar minerals.
 “Mineralization” refers to
minerals of value occurring in rocks.
 “Mt”is an abbreviation
for million tonnes.
 “Ni” is an abbreviation for
nickel.
 “NSR” is an abbreviation for
Net Smelter Royalty.
 “Outcrop”refers to an
exposure of rock at the earth’s surface.
 “Overburden” is any material
covering or obscuring rocks from view.
 “PEA”is the“Raglan South Nickel
Project, Nunavik, Quebec, Technical Report and Preliminary Economic Assessment
on the Mequillon, Mesamax, Expo, and Ivakkak Deposits” prepared for CRI by
P&E Mining Consultants and Roche Consulting Group, revised and dated July
24, 2006
 “PGE” refers to mineralization
containing platinum group elements, i.e. platinum and palladium.
 “PGM” refers to platinum group
metals, i.e. platinum and palladium.
 “Pt” refers to
platinum.
 “Pyroxenite” refers to a
relatively uncommon dark-colored rock consisting chiefly of pyroxene; pyroxene
is a type of rock containing sodium, calcium, magnesium, iron, titanium and
aluminum combined with oxygen.
 “Ultramafic” refers to types
of rock containing relatively high proportions of the heavier elements such as
magnesium, iron, calcium and sodium; these rocks are usually dark in color and
have relatively high specific gravities.
  
 1
 
 
 PART
1
 
 This
annual report contains forward-looking statements. These statements relate to
future events or our future financial performance. In some cases you can
identify forward-looking statements by terminology such as “may”, “will”,
“should”, “expects”, “plans”, “anticipates”, “believes”,  “estimates”,
“predicts”, “potential”, or “continue”, or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, including the risks in the
section entitled “Risk Factors” that may cause our or our industry’s actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking
statements.
 
 Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities
laws of the United States of America, we do not intend to update any of the
forward-looking statements to conform these statements to actual results. As
used in this annual report, the terms “we”, “us”, “our”, “Company” and “UMI”
mean Ungava Mines Inc. and its subsidiaries, unless otherwise
indicated.
 
 Unless
otherwise indicated, all dollar amounts referred to herein are in Canadian
dollars.
 
 ITEM
1.  IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
 This Form
20-F is being filed as an annual report under the Exchange Act and, as such,
there is no requirement to provide the information called for by this item.
 
 ITEM
2.  OFFER STATISTICS AND EXPECTED TIMETABLE
 This Form
20-F is being filed as an annual report under the Exchange Act and, as such,
there is no requirement to provide the information called for by this item.
 
 ITEM
3.  KEY INFORMATION
 3.A.
 Selected Financial Data
 
 The
following tables summarize our selected financial data (stated in Canadian
dollars). November 30, 2007 and November 30, 2006 information has been
prepared in accordance with United States general accepted accounting principles
(“U.S. GAAP”).  The information in the tables was extracted from the more
detailed financial statements and related notes included with this filing and
should be read in conjunction with these financial statements and with the
information appearing under the heading "Item 5 – Operating and Financial Review
and Prospects".   Results for the period ended November 30, 2007, are
not necessarily indicative of results for future periods.
 November
      30, 2007
                
                
                November
      30, 2006
                
                
                November
      30, 2005
                
                
                November
      30, 2004
                
                
                November
      30, 2003Operating
      revenues
                
                $
                -
                
                
                $
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Loss
      from operations
                
                $
                (2,083,220
                
                
                $
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Net
      lossBasic
      and fully diluted loss per share
                
                $
                (0.08
                
                
                $
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Total
      assets
                
                
                892,182
                
                
                $
                1
                
                
                $
                17,301
                
                
                $
                17,301
                
                
                $
                17,301Net
      assets
                
                $
                (1,333,472
                
                
                $
                (1,324,833
                
                
                $
                (1,307,532
                )
                
                $
                (1,307,532
                )
                
                $
                (1,307,532
                )Capital
      stock
                
                $
                3,595,315
                
                
                $
                1,520,734
                
                
                $
                1,520,734
                
                
                $
                1,520,734
                
                
                $
                1,520,734Number
      of shares outstanding
                
                
                92,688,976
                
                
                
                8,281,431
                
                
                
                8,281,431
                
                
                
                8,281,431
                
                
                
                8,281,431Cash
      flow from operating activities
                
                $
                (677,620
                
                
                $
                (2,845,56 7
                )
                
                
                -
                
                
                
                -
                
                
                
                -Cash
      flow from investing activities
                
                $
                (727,467
                )
                
                $
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Cash
      flow from financing activities
                
                $
                1,412,551
                
                
                $
                2,845,567
                
                
                
                -
                
                
                
                -
                
                
                
                -Increase
      in cash
                
                $
                7,464
                
                
                $
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Weighted
      average number of shares outstanding
                
                
                27,346,532
                
                
                
                8,281,431
                
                
                
                8,281,431
                
                
                
                8,281,431
                
                
                
                8,281,431
  2
  
 In this
Annual Report on Form 20-F, unless otherwise specified, all monetary amounts are
expressed in Canadian dollars.  On February 22, 2008, the exchange rate,
based on the noon buying rate published by The Bank of Canada, for the
conversion of Canadian dollars into United States dollars (the “Noon Rate of
Exchange”) was $0.9846.
 
 The
following table sets out the high and low exchange rates for each of the last
six months.
  2008
              2007January
              December
              November
              October
              September
              AugustHigh
      for period
              .9685
              .9788
              .9992
              .9996
              .9466
              .9298Low
      for period
              1.0096
              1.0220
              1.0905
              1.0527
              1.0069
              .9525
 
 The
following table sets out the average exchange rates for the most recent
financial years calculated by using the average of the Noon Rate of Exchange on
the last day of each month during the period.
  Year
      Ended November 302007
              2006Average
      for the period
              1.0748
              1.1342
 
 3.B.
 Capitalization and Indebtedness
 This Form
20-F is being filed as an annual report under the Exchange Act and, as such,
there is no requirement to provide the information called for by this
item.
 
 3.C.
 Reasons for The Offer and Use of Proceeds
 This Form
20-F is being filed as an annual report under the Exchange Act and, as such,
there is no requirement to provide the information called for by this
item.
 
 3.D.
 Risk Factors
 The
following is a brief discussion of those distinctive or special characteristics
of our operations and industry, which may have a material impact on, or
constitute risk factors in respect of, our future financial
performance.
  An
investment in our common stock involves a high degree of risk. If any of the
following risks occur, our business, operating results and financial condition
could be seriously harmed.
  This
document contains forward-looking statements, which involve risks and
uncertainties.  Our actual results could differ materially from those
anticipated in these forward-looking statements as a result of certain factors,
including those set forth in the following Risk Factors and elsewhere in this
document.
  We only have a 30% interest in the
Expo Ungava Property and this interest will be further reduced to 20% if
Canadian Royalties Inc. (“CRI”)delivers a bankable feasibility study
which is accepted by a bank willing to finance the property into production on a
non-recourse basis.
  Our sole
significant asset is a 30% interest in the Expo Ungava
Property.  Canadian Royalties Inc. (“CRI”) owns the remaining 70% of
the interest. Our interest will be further diluted if CRI obtains an 80% in the
Expo Ungava Property and we fail to subsequently contribute our pro rata share
of joint venture expenses.
  We
do not have control of the operations at the Expo Ungava Property and CRI may
operate the property in a manner which is adverse to our interest and may have a
negative impact on our business.
  Because
of our minority interest in the Expo Ungava Property, we have limited control of
the operations on such property and the interest of our joint venture partner in
operating the property may be adverse to our interest.
  We
only have contractual control of parties which may become our future joint
venturers regarding ownership and operation of the Expo Ungava
Property.
 We may
enter into one or more joint ventures in the future, in addition to the joint
venture with CRI.  Any failure of CRI or any other joint venture
partner to meet its obligations could have a material adverse affect on such
joint ventures.  In addition, we may be unable to exert influence over
strategic decisions made in respect of other properties subject to such joint
ventures.
   3
  We
are seeking damages in litigation against numerous parties, as well as a
defendant in an action prosecuted by Canadian.  We may loss all these
actions.
  There
is always risk in litigation.  We are currently seeking damages in
litigations against numerous parties.  On the other hand, we are a
defendant in an action prosecuted by Canadian for vexatious prosecution in which
about $1,500,000 is claimed as damages. We may lose all these actions. In
addition to being liable to those damages, we may be liable to pay the legal
costs of the successful parties in the legal
actions.
  Our
auditor has expressed substantial doubt as to our ability to continue as a going
concern. If projected ore recoveries from future mining activities on the
Property are not achieved, then our financial condition will be adversely
affected and we may not be able to pursue operations.
  We have a
history of losses and expect to incur losses in the foreseeable future, and
there is no assurance that we will be able to continue as a going
concern.
  Our
financial statements included with this registration statement for the year
ended November 30, 2007 have been prepared assuming that we will continue as a
going concern. Our auditors have made reference to the doubt as to our ability
to continue as a going concern in their audit report on our audited financial
statements for the year ended November 30, 2007. If we are not able to achieve
revenues, then we may not be able to continue as a going concern and our
financial condition and business prospects will be adversely
affected.
  Because
of the speculative nature of exploration of mineral properties, there is no
assurance that any exploration activities in which we have an interest, will
result in the discovery of additional commercially exploitable quantities of
ore.
  The
search for valuable minerals as a business is extremely risky. We can provide no
assurance that exploration on our properties will establish that additional
commercially exploitable reserves of ore exists. Problems such as unusual or
unexpected geological formations or other variable conditions are involved in
exploration and often result in exploration efforts being unsuccessful. The
additional potential problems include, but are not limited to, unanticipated
problems relating to exploration and attendant additional costs and expenses
that may exceed current estimates.
  Our
Property interest may be subject to title risks.
  We have
investigated title to our Property and, to the best of our knowledge, title to
our Property in which we have an interest is in good standing.  However,
our Property may be subject to prior unregistered agreements or transfers and
title may be affected by undetected defects.  These defects could adversely
affect our title to the Property or delay or increase the cost of the
development of such properties.
  Our
property interest in Canada may also be subject to aboriginal rights that may be
claimed on Crown properties or other types of tenure with respect to which
mineral rights have been conferred.  We are not aware of any aboriginal
land claims having been asserted or any legal actions relating to native issues
having been instituted with respect to the mineral property in Canada in which
we have an interest.
  Exploration
activities, including test mining and mining activities are inherently
hazardous.
  Mining
operations generally involve a high degree of risk.  The operations by
CRI are subject to all the hazards and risks normally encountered in the
exploration, development and production of ore, including unusual and unexpected
geology formations, rock bursts, cave-ins, flooding and other conditions
involved in the drilling and removal of material, any of which could result in
damage to, or destruction of, mines and other producing facilities, damage to
life or property, environmental damage and possible legal
liability.   O perations are subject to hazards such as equipment
failure or failure of retaining dams around tailings disposal areas, which may
result in environmental pollution and consequent liability. The nature of these
risks are such that liabilities might result in us being forced to incur
significant costs that could have a material adverse effect on our financial
condition and business prospects.
  If
CRI experiences accidents or other adverse events at the Property, then our
financial condition and profitability could be adversely affected.
  Exploration
activities, including test mining and mining activities at the Property are
subject to adverse operating conditions. Exploration accidents or other adverse
incidents, such as cave-ins or flooding, could affect the ability to continue
mining activities at the Property. A particular concern at the Property is warm
temperatures that can reduce the winter season during which underground mining
activities can safely be conducted. The occurrence of any of these events could
cause a delay in recovery of ore or could reduce the amount of material that we
are able to recover, with the result that the ability to achieve recoveries from
mineral sales and to sustain operations would be adversely impacted. Adverse
operating conditions may also cause operating costs to increase. Exploration
accidents or other adverse events could also result in an adverse environmental
impact to the land onwhich operations are located with the
result that there may be liabilities for environmental cleanup and
remediation.
  If
we become subject to increased laws and regulation, including environmental
laws, operating expenses may increase.
   4
   Exploration
activities and mining activities are subject to various federal, provincial and
local laws governing prospecting, development, production, taxes, labor
standards and occupational health, mine safety, toxic substances and other
matters. Mining activities are also subject to various federal, provincial and
local laws and regulations relating to the protection of the environment. These
regulations may impose significant operating costs. 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 operations and activities of exploration, mining and milling or more
stringent implementation thereof could have a substantial adverse impact and
cause increases in exploration expenses, capital expenditures or production
costs or reduction in levels of production at producing properties or require
abandonment or delays in development of new mining properties.
  Government
approvals and permits are currently, and may in the future be, required in
connection with mining operations. To the extent CRI is not able to obtain such
approvals; our joint venture partner may be curtailed or prohibited from
proceeding with planned exploration or development of mineral
properties.
  Mining
operations require governmental permits and approvals. If our joint venture
partneris not able
to obtain permits required to conduct operations and comply with the
requirements of such permits, they may not be able to complete their exploration
activities or commence commercial mining for ore and may be subject to
substantial penalties for non-compliance.
  Exploration
and mining activities are subject to numerous environmental regulations and
non-compliance may precipitate significant penalties.
  All
phases of operations in which we have an interest are subject to environmental
regulation.  Environmental legislation is evolving in a manner which
will require stricter standards and enforcement, increased fines and penalties
for noncompliance, more stringent environmental assessments of proposed projects
and heightened degree of responsibility for companies and their officers,
directors and employees.  There is no assurance that future changes in
environmental regulation, if any, will not adversely affect
operations.  Environmental hazards may exist on the properties on
which we hold interests, which are unknown to us at present, and which have been
caused by previous or existing owners or operators of the
properties.  We may become liable for such environmental hazards
caused by previous owners and operators of the properties even where we have
attempted to contractually limit our liability.
  There
is intense competition in the exploration and mining industry. Both CRI and
ourselves will have to compete for financing and for qualified managerial and
technical employees.
  The
exploration industry is intensely competitive in all of its phases. Competition
includes large established exploration companies with substantial capabilities
and with significant financial and technical resources. As a result of this
competition, we may be unable to acquire additional attractive mining claims or
financing on terms we consider acceptable. Our joint venture partner has to
compete with other exploration and mining companies in the recruitment and
retention of qualified managerial and technical employees. If they are unable to
successfully compete for financing or for qualified employees, programs may be
affected.
  Fluctuations
in Commodity Prices may affect our revenues, if any, negatively.
  The
profitability of mining operations is significantly affected by changes in the
market price of base metals and platinum group metals.  The level of
interest rates, the rate of inflation, world supply of base metals and platinum
group metal and stability of exchange rates can all cause significant
fluctuations in base metal and platinum group metal prices.  Such
external economic factors are in turn influenced by changes in international
investment patterns and monetary systems and political
developments.  The price of base metals and platinum group metals has
fluctuated widely in recent years, and future serious price declines could cause
continued commercial production to be impracticable.  Depending on the
price of base metals and platinum group metals, cash flow from mining operations
may not be sufficient.  Market fluctuations and the price of base
metals and platinum group metals may render reserves
uneconomical.  Moreover, short term operating factors relating to the
reserves, such as the need for orderly development of the ore bodies or the
processing of new or differing grades of ore, may cause a mining operation to be
unprofitable in any particular accounting period.
  Certain
of our directors serve as directors of other companies which may have interests
which conflict with the interest of our stockholders.
  Certain
of our directors also serve or may in future serve as directors of or
consultants to, other companies involved in natural resource exploration and
development and consequently there exists the possibility that such directors
are or may come to be in a position of conflict of interest.
  There is only a very thin public
market for our common stock and there is no assurance that a substantial public
market will ever develop. Our stockholders may not be able to resell their
shares at or above the purchase price paid by such stockholders, or at
all.
    5
   Even
though our common stock is quoted on the Over-the-Counter Bulletin Board trading
system (OTCBB), an investment in our stock may be highly illiquid and subject to
significant market volatility. This volatility may be caused by a variety of
factors including low trading volume and market conditions.
  Stockholders
may experience wide fluctuations in the market price of our securities. These
fluctuations may have an extremely negative effect on the market price of our
securities and may prevent a stockholder from obtaining a market price equal to
the purchase price such stockholder paid when the stockholder attempts to sell
our securities in the open market. In these situations, the stockholder may be
required either to sell our securities at a market price which is lower than the
purchase price the stockholder paid, or to hold our securities for a longer
period of time than planned. An inactive market may also impair our ability to
raise capital by selling shares of capital stock and may impair our ability to
acquire other companies by using common stock as consideration or to recruit and
retain management with equity-based incentive plans.
  Our common stock is considered a
“Penny Stock,” which is subject to restrictions on marketability, so you may not
be able to sell your shares.
  The SEC
has adopted regulations that generally define “penny stock” to be an equity
security that has a market price of less than $5.00 per share, subject to
specific exemptions. The market price of our common stock is likely to be less
than $5.00 per share and therefore may be a “penny stock” according to SEC
rules. This designation requires any broker or dealer selling these securities
to disclose certain information concerning the transaction, obtain a written
agreement from the purchaser and determine that the purchaser is reasonably
suitable to the securities. These rules may restrict the ability of brokers or
dealers to sell our common stock and may affect the ability of investors
hereunder to sell their shares. Investors will find it difficult to obtain
accurate quotations of the stock and may experience a lack of buyers to purchase
such stock or a lack of market makers to support the stock price.
  If we fail to comply in a timely
manner with the requirements of Section 404 of the Sarbanes-Oxley Act regarding
internal control over financial reporting or to remedy any material weaknesses
in our internal controls that we may identify, such failure could result in
material misstatements in our financial statements, cause investors to lose
confidence in our reported financial information and have a negative effect on
the trading price of our common stock.
  Pursuant
to Section 404 of the Sarbanes-Oxley Act and current SEC regulations, we will be
required to furnish a report by our management on our internal control over
financial reporting. Such report will contain, among other matters, an
assessment of the effectiveness of our internal controls over financial
reporting as of the end of 2008. Compliance with Section 404 is likely to result
in increased general and administrative expenses and may shift management time
and attention from revenue-generating activities to compliance activities. There
also can be no assurance that our auditors will be able to issue an unqualified
opinion on management’s assessment of the effectiveness of our internal control
over financial reporting in the future. Failure to achieve and maintain an
effective internal control environment or to complete our Section 404
certifications could have a material adverse effect on our stock price. Any
failure to complete our assessment of our internal control over financial
reporting, to remediate any material weaknesses that we may identify or to
implement new or improved controls, or difficulties encountered in their
implementation, could harm our operating results, cause us to fail to meet our
reporting obligations or result in material misstatements in our financial
statements. Inadequate internal controls could also cause investors to lose
confidence in our reported financial information, which could have a negative
effect on the trading price of our common stock.  Due to
the limited number of personnel engaged by our Company, we it is not feasible to
achieve complete segregation of incompatible duties and we do not have the
optimum complement of personnel with all of the knowledge to address all complex
and non-routine transactions that may arise. We rely on outside consultants to
assist us as required and have identified the skill sets that we require in
future employees. We will add to our complement of staff as soon as our working
capital situation allows us to add staff.
 We have never paid nor do we expect
in the near future to pay cash dividends.
  We have
never paid cash dividends on our capital stock and do not anticipate paying any
cash dividends in the immediate future.
   6
   ITEM
4.  INFORMATION ON OUR COMPANY
 
 4.A.
 History and Development of Our Company
 
 4.A
      (i)
              We
      are a company that continues as the result of an amalgamation ( see below)
      of Byron Americor Inc., a shell company listed on the NASDAQ OTC BB market
      and Ungava Mines Inc. (“UMI”) an Ontario, Canada corporation, organized in
      February 2007 as a wholly owned subsidiary of Nearctic Nickel Mines Inc.
      (“NNMI”). In March 2007, NNMI transferred its wholly-owned subsidiary,
      Ungava Mineral Exploration Inc. (“UMEI”), to UMI on a tax-free rollover
      basis. As part of the consideration, UMI agreed to pay $500,000 to NNMI
      and assume all future costs of the litigation related to the mineral
      property. NNMI remains a party to certain Ontario litigation relating to
      the mineral property and has a right to receive a portion of any recovery.
      NNMI has declared a dividend of UMI common shares whereby one share of UMI
      is to be distributed for each two NNMI shares held. The distribution and
      date is contingent on certain eventualities which may not
      occur.
 
 4.A
      (ii)
              On
      August 22, 2007, through a series of transactions, NNMI acquired control
      of Byron Americor Inc. (“Byron”) an Ontario company whose common shares
      trade on the NASDAQ OTC BB market (UGVMF). In one transaction, NNMI
      acquired 14,131,638 Byron common shares for nominal consideration. In
      another transaction, NNMI transferred to Byron all the outstanding shares
      and share purchase warrants of UMI and 5,000,000 NNMI common share
      purchase warrants exercisable at $0.75 per share for five years, in
      exchange for 75,868,362 Byron common shares and 10,000,000 Byron common
      share purchase warrants exercisable at $0.75 per share for five years.
      After these transactions, there were 92,688,976 common shares of Byron
      outstanding. Byron had been a shell company with nominal assets and
      limited liabilities. The transaction is a capital transaction in substance
      and therefore has been accounted for as a recapitalization of Byron.
      Because UMI is deemed to be the purchaser for accounting purposes,
      consolidated financial information and information in this document is
      presented as a continuation of UMI and its subsidiary
  UMEI.
 
 4.A
      (iii)
              By
      Articles of Amalgamation, effective September 21, 2007, UMI amalgamated
      with Byron Americor Inc. The amalgamated company continues under the name
      Ungava Mines Inc.
 
 4.A
      (iv)
              The
      address of our principal place of business is: 160 Matheson Boulevard
      East, Unit 5, Mississauga, Ontario, Canada, L4Z 1V4. Our telephone number
      is (905) 568-4573.
 
 4.A
      (v)
              The
      history of Byron is detailed below:
                Byron was
      incorporated under the laws of the Province of British Columbia, Canada,
      on July 18, 1986 as Castello Resources Ltd. It subsequentlychanged its name
      to Castello Business Systems Ltd. on January 21, 1993 before becoming
      Castello Casino Corp. on October 31, 1995. In 1995, Articles of
      Continuance provided for Byron's continuance in the Province of Ontario,
      Canada. Articles of Amendment, granted to Castello, provided for an
      increase in the authorizedcapital to
      100,000,000 common shares of no par value and the consolidation of the
      common shares on the basis of four (4) pre-consolidation common shares for
      one (1) post-consolidation common share. Byron, on April 15, 2003, changed
      its name to Byron Resources Inc., and the common shares of the company
      were consolidated on the basis of 1 new share for each 140 shares held,
      approval having been granted at the Annual and Special Meeting of
      Shareholders held on December 12, 2002. On July 9, 2004, Byron changed its
      name to Byron Global Corp, and on August 3, 2004 its common shares were
      consolidated on the basis of 1 new share for each 10 shares held, approval
      having been granted at the Annual andSpecial Meeting of
      Shareholders held on June 25, 2004. On July 9, 2007, Byron changed its
      name to Byron Americor Inc. and its common shares were consolidated on the
      basis of 1 new share for each 10 shares
held.
  On August 22, 2007, through a series of
      transactions, NNMI acquired control of Byron. (See 4.A (ii)
      above).
 4.B
Business Overview
 Pursuant
to an Agreement of January 20, 1995, we acquired a 100% working interest in
mineral rights to approximately 170 square kilometers of land located in the
Ungava area of Ruperts Land, Quebec, Canada (the “Property”), subject to two 1%
Net Smelter Return royalties. We entered into an Agreement with Canadian
Royalties Inc. (“CRI”) dated January 12, 2001, under which CRI could earn up to
an 80% interest in the Property. To date, CRI has been vested with a 70%
interest in the Property. Under the Agreement, CRI will earn a further 10%
interest by producing a bankable feasibility study (“BFS”) relating to the
construction of a mine on the Property, which is accepted by a banker willing to
provide the funding to put the Property into production on a non-recourse basis.
   7
  In June
2007, CRI published the highlights of a purported BFS regarding the Property and
on June 29, 2007 CRI published a Technical Report relating to its purported BFS
and indicated that it is proceeding with permitting applications, and an
environmental and social impact analysis. The purported BFS proposes that the
Property be put into production and mined in conjunction with a deposit owned by
CRI. CRI has also announced that the BFS will be “updated” to include production
from the Mequillon deposit on the Property. After Canadian has earned its 80%
interest, the companies will enter into a joint venture to own, operate and
further explore and develop the Property. Our interest will be subject to
dilution for non-contribution to the joint venture. If reduced to a 10% joint
venture interest, our interest will be automatically converted to a 1% net
smelter returns royalty, which CRI can purchase for $1,500,000.
 
 4.C
Organizational Structure
 Our
organization structure is outlined in the chart below.
 
 
 
 Nearctic
Nickel Mines Inc. is federally incorporated in Canada, is listed on the Pink
Sheets, symbol  UGVAF and is a reporting issuer in the Canadian
provinces of Alberta, Ontario, Quebec and Nova Scotia.
 
 The
2,688,976 shares of our company not held by NNMI,  represent the float
in the market.
 
 UMEI is
incorporated in Quebec, Canada and Ungava Metals Corp., is an inactive
subsidiary incorporated federally in Canada.
 
 4.D
Our Property
 We are
an exploration stage company. Our property is owned by our wholly
owned subsidiary, UMEI, and comprises an area of approximately 170 square
kilometers.  CRI has undertaken all exploration activities on the
Property since 2001.
  8
   The
Property description that follows has been derived largely from the technical
reports and to a lesser extent the CRI website and CRI Annual
Reports
  Location, Access,
Infrastructure, Climate, and Physiography
  The
Property is located in the northern Quebec region of Nunavik approximately 90
kilometers west of the village of Kangiqsujuaq (also known as Wakeham Bay) and
approximately 15 kilometers south of Raglan, a Ni-Cu-PGE mining operation owned
by Xstrata Nickel a division of Xstrata plc (formerly the Falconbridge Raglan
Mines) (see figures 1 and 2). The center of the Property is located at
approximately latitude 61o33’N and
longitude 73o 28’W
and is within Canadian National Topographic Map Sheet 35H.
   
  Figure
1.
  The
commercial airlines Air Inuit and First Air have daily air service from Montreal
and Val-d’Or to the coastal communities of Salluit and Kangiqsujuaq. Air service
from Salluit also connects to the community of Radisson in the James Bay
hydroelectric development area. The Property can be accessed by helicopter from
the airports at Kangiqsujuaq and Salluit.
   9
   CRI
maintains a fleet of heavy all terrain haulage equipment to facilitate logistics
and road construction In 2005, CRI constructed an access road from the Deception
Bay-Katinniq-Donaldson-Douglas Harbour road network south to the Mesamax
Deposit. The road network is used for re-supply and the delivery of heavy
equipment to the site from sea-lift via Douglas Harbour. Typical re-supply to
support on-going exploration activities includes fuel, drilling supplies,
nom-perishable food, and other equipment. The on land movement of supplies is
supported by helicopter. The infrastructure in place on the property consists of
exploration camps. The main camp is located near the south margin of the Expo
deposit and includes first aid, office, kitchen, core logging and sampling
facilities, sleeping, and dry facilities as well as a mechanical shop comprised
of permanent buildings and tents. A smaller stand alone camp has been built at
Mequillon which includes core logging facilities, a satellite communications
system, office, and kitchen and sleeping facilities. Power is supplies to the
camps with diesel generators. Snow machines and all terrain vehicles are use for
exploration and logistics activities. Water is readily abundant and is pumped to
required points of use.
  The
Property is located on the northern Canadian tundra. The climate is harsh with
summer temperatures ranging typically from 0 Co to 20 Co and winter temperatures
ranging from 0 Co to -50 Co. The Property is located on a broad plateau with
gentle relief. Vegetation consists of sparse shrubs, plants, and grasses, which
generally grow to less than 25 centimeters in height.
   
  Figure
2.
  CRI has completed (commissioned) a
number of National Instrument 43-101 (Canada) compliant reports (all of which
are viewable and downloadable at CRI’s website on the SEDAR disclosure site,www.sedar.com) which are summarized as
follows:
  10
   DATE
                        REPORT
                        
                        ENGINNERING
      FIRM/CONSULTING GROUP
                        
                        AUTHOR(S)30-May-08
                        TECHNICAL
      REPORT AND RESOURCE ESTIMATE ON THE ALLAMMAQ Ni-Cu-PGE DEPOSIT NUNAVIK
      NICKEL PROJECT, NUNAVIK, QUEBEC
                        
                        P&E
      Mining Consultants
                        
                        Ms.
      Tracy Armstrong, P.Geo., Mr. Eugene Puritch, P.Eng,
                          Mr.
      Antoine Yassa, P.Geo20-Mar-08
                        TECHNICAL
      REPORT AND PRELIMINARY ECONOMIC ASSESSMENT OF THE MEQUILON Ni-Cu-PGE
      DEPOSIT NUNAVIK NICKEL PROJECT, NUNAVIK, QUEBEC
                        
                        P&E
      Mining Consultants
                        
                        Ms.
      Tracy Armstrong, P.Geo., Mr. Eugene Puritch, P.Eng,
                          MR.
      David Orava, P.Eng,
                          Mr.
      Antoine Yassa, P.Geo,
                          Mr.
      Stephane Rivard, ing.25-Oct-07
                        TECHNICAL
      REPORT AND UPDATED RESOURCE ESTIMATE ON THEMEQUILLON Ni-Cu-PGE DEPOSIT
      NUNAVIK NICKEL PROJECT NUNAVIK, QUEBEC
                        
                        P&E
      Mining Consultants
                        
                        Ms.
      Tracy Armstrong, P.Geo., Mr. Eugene Puritch, P.Eng,
                          Mr.
      Antoine Yassa, P.Geo
 20-Jul-07
                      RAGLAN
      SOUTH NICKEL PROJECT TECHNICAL REPORT
                      
                      SNC
      Lavalin
                      
                      Mining
      and Metallurgy Group22-Mar-07
                      TECHNICAL
      REPORT (2007) AND RESOURCE ESTIMATE UPDATE ON THE IVAKKAK Ni-Cu-PGE
      DEPOSIT SOUTH TREND PROPERTY, RAGLAN SOUTH NICKEL
    PROJECT
                      
                      G.A.
      Harron & Associates Inc. and P&E Mining
      Consultants
                      
                      G.A.
      Harron, P.Eng., Eugene Puritch, P.Eng.,
                        Dr.
      Wayne D. Ewert, P.Geo,
                        Tracy
      Armstrong, P.Geo26-Feb-07
                      TECHNICAL
      REPORT AND RESOURCE ESTIMATE UPDATE ON THE EXPO Ni-Cu-PGE DEPOSIT RAGLAN
      SOUTH NICKEL PROJECT, NUNAVIK, QUEBEC
                      
                      P&E
      Mining Consultants
                      
                      Ms.
      Tracy Armstrong, P.Geo., Mr. Eugene Puritch, P.Eng,
                        Mr.
      Antoine Yassa, P.Geo24-Jul-06
                      RAGLAN
      SOUTH NICKEL PROJECT, NUNAVIK, QUEBEC TECHNICAL REPORT AND PRELIMINARY
      ECONOMIC ASSESSMENT ON THE MEQUILLON, MESAMAX, EXPO AND IVAKKAK DEPOSITS
      FOR CANADIAN ROYALTIES INC.
                      
                      P&E
      Mining Consultants and
                        Roche
      Ltd., Consulting Group
                      
                      Eugene
      J. Puritch, P.Eng. Mining Engineer, Alfred S. Hayden, P.Eng. Metallurgist,
      Michael J. Davie, P.Eng. Mining Enginee, Bruce Brady, P.Eng. OIQ, Mining
      Enginee, Dr. Wayne Ewert, P.Geo. Geologist, Serge Tourangeau, Biol. M.Sc.,
      Sylvain Boucher, Eng., M.Sc.31-Mar-06
                      TECHNICAL
      REPORT ON THE IVAKKAK DEPOSIT, SOUTH TREND PROPERTY (NTS 35G/08) NUNAVIK,
      QUEBEC
                      
                      G.A.
      Harron & Associates Inc. and P&E Mining
      Consultants
                      
                      G.A.
      Harron, P.Eng., Eugene Puritch, P.Eng., Dr. Wayne D. Ewert,
      P.Geo,
                        Tracy
      Armstrong, P.Geo
   11
   08-Aug-05
                      TECHNICAL
      REPORT ON THE MINERAL RESOURCE ESTIMATE EXPO NICKEL-COPPER DEPOSIT
      NUNAVIK, QUEBEC FOR CANADIAN ROYALTIES INC.
                      
                      Todd
      Keast Geological Services Inc. and Strathcona Mineral Services
      Limited
                      
                      Todd
      Keast, P. Geo. Henrik Thalenhorst, P. Geo30-May-05
                      TECHNICAL
      REPORT ON THE UPDATED MINERAL RESOURCE ESTIMATE MEQUILLON NICKEL-COPPER
      DEPOSIT NUNAVIK, QUEBEC
                      
                      Todd
      Keast Geological Services Inc. and Strathcona Mineral Services
      Limited
                      
                      Todd
      Keast, P. Geo.
                        Henrik
      Thalenhorst, P. Geo18-Oct-04
                      TECHNICAL
      REPORT ON THE INITIAL MINERAL RESOURCE ESTIMATE MEQUILLON NICKEL-COPPER
      DEPOSIT NUNAVIK, QUEBEC FOR CANADIAN ROYALTIES INC.
                      
                      Strathcona
      Mineral Services Limited
                      
                      Henrik
      Thalenhorst, P. Geo29-May-03
                      TECHNICAL
      REPORT ON THE SOUTH TREND GROUP OF PROPERTIES NUNAVIK QUEBEC FOR CANADIAN
      ROYALTIES INC.
                      
                      Strathcona
      Mineral Services Limited and Todd Keast Geological Services
      Inc.
                      
                      Henrik
      Thalenhorst, P. Geo.
                        Todd
      Keast, P. Geo
  Previous
exploration programs and the exploration program funded and completed by CRI
have successfully discovered and delineated bodies of Ni-Cu-PGE sulphide
mineralization on the property. CRI has estimated and stated reserves for the
Expo Ungava property pursuant to Canadian regulations for reserve estimation and
reporting. CRI is currently in the process of establishing a commercially viable
mining project for the property. CRI to date has spent CDN$140 Million in
building the mine and CRI expects to have spent CDN$200 Million by September
2008 when it intends to borrow CDN$250 Million from the Bank of Montreal to
finish paying for the mine. CRI has said that it expects the mine to be in
production in Q1 2010. As such, the Expo Ungava property is nevertheless deemed
to be in the exploration state.
  Description and Status of
Mining Claims
  12
  Exploration
History
  The
general area of Ni-Cu-PGE deposits in northern Nunavik covering the Raglan Trend
and the South Trend encompassing the Expo Ungava property has been explored
since the mid 1950's. A brief overview of the exploration history is provided
here. For a comprehensive account of previous exploration, the reader is
referred to the Thalenhorst and Keast (2003) Technical Report. Initial field
work consisting of ground geophysics and surface sampling was undertaken by New
Quebec Mining and Exploration in 1957 and indicated the possible importance of
the Expo and Mesamax areas. There is no recorded work in the area from 1958
until 1967, when Expo Ungava Mines Ltd. staked the areas identified as having
potential in 1957. After completing a magnetometer survey, eight holes were
drilled that discovered the Expo deposit. A more ambitious drilling program was
conducted by Expo Ungava Mines Ltd. in 1968 that consisted of 35 surface drill
holes and essentially outlined the deposit over a strike length of 600
meters.
  Amax
Exploration Inc. (Amax), as optionee, became manager of the Expo project in 1969
and drilled a further 32 holes designed to test possible extensions of the
deposit but were generally unsuccessful. Amax also carried out a preliminary
feasibility study at that time, including preliminary metallurgical test work
and open-pit mining studies. Although Amax remained active in the general area
in 1970, there is no record of further work on Expo in that year, and it appears
that the deposit lay dormant again afterwards.
  On
January 20, 1995, the Company’s, subsidiary Ungava Mineral Exploration Inc.
(“UMEI”), acquired a 100% working interest in the Expo Ungava property subject
to two 1% NSR royalties.
  In
1997 High North Resources Inc. and Ungava Minerals Corp. undertook a
confirmatory drill program consisting of five diamond drill holes into the Expo
deposit.
  On
January 12, 2001 the Company’s wholly owned subsidiary, UMEI, entered into the
Option and JV Agreement with CRI as described above.
  History–Exploration work Completed
by CRI
  CRI
has conducted and continues to implement a systematic and comprehensive
exploration program for the discovery and delineation of Ni-Cu-PGE
mineralization on the Expo Ungava property. The exploration programs have been
executed and supervised by industry professionals, Qualified Persons as defined
by National Instrument 43-101, and have been completed to industry standards as
per best practice guidelines for mineral exploration and resource estimation as
set out by the Canadian Institute of Mining and Metallurgy.
  The
primary exploration techniques and procedures employed by CRI on the Property
have been airborne geophysical surveys, ground geophysical surveys, and diamond
drilling. The exploration programs/diamond drilling have successfully expanded
and delineated known mineralization (Expo and Mequillon) and have discovered new
zones of mineralization (Mesamax and Allammaq) and support resource estimation
and project development. The total meterage and number of holes completed on the
main zones of mineralization on the Expo Ungava property are summarized in the
table below.
  13
   Deposit
                      Year
                      Company
                      No.
      of Holes
                      Total
      MetreageExpo
                      1967
                      Expo
      Ungava
                      8
                      731Expo
                      1968
                      Expo
      Ungava
                      35
                      3281Expo
                      1969
                      Amax
                      34
                      5439Expo
                      1997
                      High
      North
                      6
                      1023Expo
                      2003
                      CR
      I
                      67
                      6747Expo
                      2004
                      CR
      I
                      43
                      4825Expo
                      2005
                      CR
      I
                      31
                      6153Expo
                      2006
                      CR
      I
                      44
                      4578Total
      Expo
                      
                      
                      268
                      32777Mequillon
                      1958
                      C.
      M de L'Ungava
                      5
                      699Mequillon
                      2002
                      CR
      I
                      6
                      573Mequillon
                      2003
                      CR
      I
                      12
                      1670Mequillon
                      2004
                      CR
      I
                      77
                      11757Mequillon
                      2005
                      CR
      I
                      19
                      5081Mequillon
                      2006
                      CR
      I
                      9
                      2827Total
      Mequillon
                      
                      
                      128
                      22607Mesamax
                      2001
      - 2003
                      CR
      I
                      76
                      7400Mesamax
                      2004
                      CR
      I
                      41
                      3540Mesamax
                      2005
                      CR
      I
                      63
                      33
      tonnesMesamax
                      2006
                      CR
      I
                      21
                      3438Total
      Mesamax
                      
                      
                      201
                      16676Allammaq
                      2007
                      CR
      I
                      32
                      5736Total
      Allammaq
                      
                      
                      32
                      5736
  Source:
Technical reports: 1) Raglan South Nickel Project Technical Report, SNC Lavalin,
July 20, 2007 and 2) Technical Report and Resource Estimate for the Allammmaq
Ni-Cu-PGE Deposit Nunavik Nickel Project, Nunavik Quebec, P&E Mining
Consultants, May 30, 2008.
  Sampling,
Analyses, and
QA/QC
  Drill
core sampling forms the basis of the analytical database. Drill core is logged
for geological and geotechnical purposes and sample intervals defined by the
geologist based on defined project parameters. The core is split by mechanical
methods with 1⁄2 the core being returned to the core box for archiving purposes
and 1⁄2 the core bagged for shipment to the analytical laboratory. The samples are
shipped to the ALS Chemex sample preparation facility in Val-d’Or, Quebec.
Sample preparation includes crushing the samples to 90% passing 2 millimeters
and a 1 kg split pulverized to 85% passing a 75 micron screen. Base metal
concentrations are determined using ALS Chemex method ME-ICP81 and precious
metals are determined using the ALS Chemex procedures PGM-ICP27 (ICP-AES). ALS
Chemex is an internationally recognized and certified laboratory. The sampling,
chain of custody, and analytical procedures have been reviewed by independent
Qualified Persons on behalf of CRI and as required by National Instrument
43-101.
  Data
integrity is maintained through the insertion of standard samples in the stream
of core samples. In addition, the sampling and analytical data has been verified
by sampling and data validation completed by independent Qualified Persons on
behalf of CRI.
  Exploration and Related
Expenditures by CRI
  To the
end of its fiscal year 2007, CRI has incurred an aggregate expense of
CDN$28,917,512 on the Expo Ungava property. Yearly exploration and related
expenditures on the Expo Ungava property are summarized in the table
below.
  Item
                          2001
                          2002
                          2003
                          2004
                          2005
                          2006
                          2007Acquisition
      and claims maintenance
                          51,699
                          3,232
                          41,378
                          42,446
                          633
                          44,000Property/
      Option Payments
                          20,000
                          30,000Communication
                          7,210
                          17,645
                          22,307
                          43,094
                          56,236
                          33,598
                          110,417Program
      management and consultants
                          34,639
                          18,959
                          152,558
                          302,800
                          394,474
                          2,518,352
                          2,162,932Drilling,
      excavation and related costs
                          37,038
                          356,772
                          1,473,095
                          1,849,852
                          2,380,676
                          1,937,223
                          3,245,595Ground
      geophysics
                          
                          
                          114,506
                          162,625
                          151,918
                          101,205
                          281,978Airborne
      geophysics
                          
                          
                          122,023
                          2,554
                          112,262
                          
                          645,927Technical
      and field staff
                          189,550
                          196,592
                          424,527
                          747,973
                          653,897
                          1,087,677
                          2,018,435Sampling
      and testing
                          46,477
                          41,264
                          232,731
                          365,342
                          216,214
                          205,899
                          207,374Metallurgical
      testing
                          
                          
                          
                          162,746
                          233,130
                          672,612
                          127,371Travel
      and transport including helicopter and camps
                          298,888
                          446,111
                          1,386,285
                          2,781,796
                          2,900,854
                          3,161,041
                          3,778,291Amortization,
      insurance and other expenses
                          40,844
                          3,710
                          8,634
                          13,295
                          43,591
                          314,689
                          543,022Professional
      Fees
                          32,742
                          815
                          285
                          2,346Government
      assistance
                          
                          -75,000
                          -461,263
                          -2,000,000
                          -1,125,000
                          -3,115,668
                          -6,996,820Net
      expenses incurred during the year
                          759,087
                          1,040,100
                          3,517,066
                          4,476,869
                          6,018,885
                          6,960,628
                          6,124,522Balance
      beginning of year
                          20,355
                          779,442
                          1,819,542
                          5,336,608
                          9,813,477
                          15,832,362
                          22,792,990Balance
      End of Year
                          779,442
                          1,819,542
                          5,336,608
                          9,813,477
                          15,832,362
                          22,792,990
                          28,917,512
   14
   Source:
CRI Annual reports
  Geology and
Mineralization
  The
Property occurs in a succession of dominantly volcanic and sedimentary rocks
referred to as the Cape Smith Belt. The volcanic and sedimentary rocks are
approximately 2.0 – 1.9 billion years old and the Cape Smith Belt is correlated
with the Thompson Nickel Belt in Manitoba.
  The
Cape Smith Belt hosts two approximately parallel belts of ultramafic rocks. The
Raglan trend in the north and the South Trend are separated by a distance of
approximately 15 to 20 kilometers. Both belts host a number Ni-Cu-PGE sulphide
deposits developed in the ultramafic rocks and spatially associated mafic rocks.
The deposits along the Raglan Trend include Donaldson, Boundary, West Boundary,
13-14, 5-8, Katiniq, East Lake, 2-3 Zone and Cross Lake and are collectively
owned and exploited by Xstrata Nickel. Deposits on the south trend include Expo,
Mesamax, Allammaq, and Mequillon (see figure 2). All of the deposits in the Cape
Smith Belt belong to a broad class of mineral deposits referred to as Magmatic
Sulphide Deposits or Ni-Cu Magmatic Sulphide Deposits. Deposits of this type are
(and have been) major sources of nickel and copper including the deposits at
Sudbury, Thompson, Voiseys Bay, and Kambalda (Western Australia) among others.
The primary nickel sulphide mineral in these deposits, as a class of deposits
and in the case of the Expo Ungava property deposits, is Pentlandite and
similarly the primary mineral of copper is chalcopyrite. The platinum group
element minerals include various PGE bearing antimony, tellurium, and arsenic
minerals.
  The
deposits on the Expo Ungava property occur within ultramafic intrusive rocks
which are in turn hosted by the sequence of dominantly volcanic and sedimentary
rocks. Geological interpretation of the deposits include the definition of the
major rock types and mineralization types including the distinction of massive
sulphide, oxidized massive sulphide, and net textured sulphide. Representative
sections of mineralization are included in figures 3 and 4.
 Figure
3.
  15
   
  Figure
4.
  Resources and
Reserves
  Mineral
resources and reserves have been estimated and reported for the Expo Ungava
property compliant with Canadian regulation National Instrument 43-101. Reserves
have been estimated for the Expo and Ungava deposits while resources only have
been estimated for Allammaq and Mequillon deposits. The property hosts only
“indicated” and “inferred” resources which are not recognized as reserves in
filings to the United States Securities Commission. The property does not
currently host reserves in the “proven” category.
  Resources
  General
Methodology and Cutoff Grade: The resources for the Allammaq and Mequillon
deposits were estimated using a conventional block model method where the
resource blocks are constrained by a geologically interpreted 3-dimensional
volume. Metal grades of Ni, Cu, Co, Pt, Pd, and Au are estimated for each block
as well block volume and block density. Based on grade, a block $ value or “NSR”
value (i.e. $/tonne) is then determined for each block using metal prices,
exchange rates, factors for metal recovery and payable metal, refining charges,
concentrate shipping charges, smelter treatment charges, and shipping costs. The
block model is then evaluated against a cutoff “grade” value where the value is
based on estimated operating costs. Blocks with an NSR value above the cutoff
value are resource and those below cutoff value are not resource. The
distinction of resource and waste is also based on an inspection of the block
model for continuity of resource blocks. The factors used to establish the block
NSR are:
  16
   NSR
      Cut Off Grade Calc. Components
                      Allammaq
                      Mequillon$C/$US
      (Exchange Rate
                      $0.09
                      $0.80Ni
      Price
                      US
      $8.0/1b ($8.891b)
                      US$5.50/lb
      ($6.88/lb)Cu
      Price
                      US
      $2.00/lb ($2.22/lb)
                      US$1.53/16
      ($1 83/lb)Co
      Price
                      US
      $25/lb ($27.78/lb)
                      US
      $15/lb($18.75/lb)Au
      Price
                      US
      $600/oz ($667oz)
                      US
      $425/oz($531/oz)Pt
      Price
                      US
      $1,100/oz ($1,222/oz)
                      US$
      900/oz($1 .125/oz)Pd
      Price
                      US
      $300/oz ($333/oz)
                      US
      $300/oz($375/oz)Net
      Textured Ni ConcentrateNi
      Flotation Recovery
                      79%
                      84%Cu
      Flotation Recovery
                      7%
                      22%Co
      Flotation Recovery
                      0%
                      0%Au
      Flotation Recovery
                      0%
                      0%Pt
      Flotation Recovery
                      43%
                      45%Pd
      Flotation Recovery
                      26%
                      41%Concentration
      Ratio
                      15.0:1
                      15.4:1Ni
      Smelter Payable
                      92%
                      92%Cu
      Smelter Payable
                      90%
                      90%Co
      Smelter Payable
                      0%
                      0%Au
      Smelter Payable
                      0%
                      0%Pt
      Smelter Payable
                      65%
                      65%Pd
      Smelter Payable
                      65%
                      65%Net
      Textured Cu Concentrate:Ni
      Flotation Recovery
                      2%
                      2%Cu
      Flotation Recovery
                      89%
                      64%Co
      Flotation Recovery
                      0%
                      0%Au
      Flotation Recovery
                      0%
                      0%Pt
      Flotation Recovery
                      9%
                      30%Pd
      Flotation Recovery
                      67%
                      47%Concentration
      Ratio
                      32.4:1
                      47.6:1Ni
      Smelter Payable
                      0%
                      0%Cu
      Smelter Payable
                      97%
                      97%Co
      Smelter Payable
                      0%
                      0%Au
      Smelter Payable
                      0%
                      0%Pt
      Smelter Payable
                      42%
                      57%Pd
      Smelter Payable
                      69%
                      68%Massive
      Sulphide & Vein Ni ConcentrateNi
      Flotation Recovery
                      82%Cu
      Flotation Recovery
                      6%Co
      Flotation Recovery
                      0%Au
      Flotation Recovery
                      0%Pt
      Flotation Recovery
                      52%Pd
      Flotation Recovery
                      61%Concentration
      Ratio
                      4.6:1Ni
      Smelter Payable
                      92%Cu
      Smelter Payable
                      90%Co
      Smelter Payable
                      0%Au
      Smelter Payable
                      0%Pt
      Smelter Payable
                      65%Pd
      Smelter Payable
                      65%Massive
      Sulphide & Vein Cu ConcentrateNi
      Flotation Recovery
                      3%Cu
      Flotation Recovery
                      92%Co
      Flotation Recovery
                      0%Au
      Flotation Recovery
                      0%Pt
      Flotation Recovery
                      14%Pd
      Flotation Recovery
                      36%Concentration
      Ratio
                      32.4:1Ni
      Smelter Payable
                      0%Cu
      Smelter Payable
                      97%Co
      Smelter Payable
                      0%Au
      Smelter Payable
                      0%Pt
      Smelter Payable
                      23%Pd
      Smelter Payable
                      56%
 Ni
      Refining Charges
                          US
      $0.50/lb(0.56/lb)
                          US
      $0.50/lb(0.56/lb)Cu
      Refining Charges
                          US
      $0.10/lb(0.11/lb)
                          US
      $0.10/lb(0.13/lb)Co
      Refining Charges
                          US
      $3.00/lb(3.33/lb)
                          US
      $3.00/lb(3.75/lb)Au
      Refining Charges
                          US
      $15.00/oz($16.67/oz)
                          US
      $15.00/oz($18.75/oz)Pt
      Refining Charges
                          US
      $15.00/oz($16.67/oz)
                          US
      $15.00/oz($18.75/oz)Pd
      Refining Charges
                          US
      $15.00/oz($16.67/oz)
                          US
      $15.00/oz($18.75/oz)Ni 
      Smelter Treatment Charges
                          US
      $125/tonne
                          US
      $125/tonneCu
      Smelter Treatment Charges
                          US
      $103/tonne
                          US
      $103/tonneConcentrate
      Shipping
                          US
      $54/tonne
                          US
      $54/tonneHumidity
      Factor
                          8%
                          8%
 17
  Source: Technical reports:
1) Technical report and resource estimate on the Allammaq N-Cu-PGE deposit
Nunavik Nickel Project, Nunavik, Quebec, , P&E Mining Consultants, May 30,
2008. and 2) Technical report and preliminary economic assessment of the
Mequillon Ni-C-PGE deposit, Nunavik Nickel Project, Nunavik, Quebec, P&E
Mining Consultants, March 20, 2008
  Estimated
operating costs for the Mequillon and Allammaq deposits and therefore the
resource cut off NSR value are:
 Deposit and Mining
      Method
                      
                      $CDNper
      tonneEstimated
      Operating Costs Mequillon Underground
                      
                      $43Estimated
      Operating Costs Mequillon Open Pit
                      
                      $75Estimated Operating Costs Allammaq
      Underground
                      
                      $115
  Source:
Technical reports: 1) Technical report and resource estimate on the Allammaq
N-Cu-PGE deposit Nunavik Nickel Project, Nunavik, Quebec, , P&E Mining
Consultants, May 30, 2008. and 2) Technical report and preliminary economic
assessment of the Mequillon Ni-C-PGE deposit, Nunavik Nickel Project, Nunavik,
Quebec, P&E Mining Consultants, March 20, 2008
  Indicated
Resources
  Cautionary Note
to U.S. Investors concerning estimates of Indicated Resources.This section uses the
term "indicated resources."
  We
advise U.S. investors that these terms are not recognized by the U.S. Securities
and Exchange Commission. The estimation of measured resources and indicated
resources involves greater uncertainty as to their existence and economic
feasibility than the estimation of proven and probable reserves. U.S. investors
are cautioned not to assume that mineral resources in these categories will ever
be converted into reserves.
  The
indicated resources for the Allammaq and Mequillon deposits are tabulated
below:
  Classification
                        Deposit
                        Tonnes
                        Ni(%)
                        Cu(%)
                        Co(%)
                        Au(g/t)
                        Pt(g/t)
                        Pd(g/t)Indicated
                        Mequillon
                        5,374,000
                        0.74
                        1.07
                        0.04
                        0.23
                        0.70
                        2.65Indicated
                        Allammaq
                        2,065,000
                        1.30
                        1.52
                        0.05
                        0.13
                        0.73
                        3.14Total
      indicated
                        7,439,000
                        0.90
                        1.19
                        0.04
                        0.20
                        0.71
                        2.79
  Source:
Technical reports: 1) Technical report and resource estimate on the Allammaq
N-Cu-PGE deposit Nunavik Nickel Project, Nunavik, Quebec, , P&E Mining
Consultants, May 30, 2008. and 2) Technical report and preliminary economic
assessment of the Mequillon Ni-C-PGE deposit, Nunavik Nickel Project, Nunavik,
Quebec, P&E Mining Consultants, March 20, 2008
  Inferred
Resources
  Cautionary
Note to U.S. Investors concerning estimates of Inferred Resources.This section uses the
term "inferred resources." We advise U.S.
investors that this term is not recognized by the U.S. Securities and Exchange
Commission. The estimation of inferred resources involves far greater
uncertainty as to their existence and economic viability than the estimation
of other categories of resources. U.S. investors are cautioned not to
assume that estimates of inferred mineral resources exist, are economically
minable, or will be upgraded into measured or indicated mineral
resources.
   18
  The
inferred resources are tabulated below:
  Classification
                            Deposit
                            Tonnes
                            Ni(%)
                            Cu(%)
                            Co(%)
                            Au(g/t)
                            Pt(g/t)
                            Pd(g/t)Inferred
                            Mequillon
                            3,085,000
                            0.82
                            1.12
                            0.04
                            0.18
                            0.65
                            2.57Inferred
                            Allammaq
                            461,000
                            1.97
                            1.84
                            0.08
                            0.13
                            0.81
                            2.67Total
      inferred
                            3,546,000
                            0.97
                            1.21
                            0.05
                            0.17
                            0.67
                            2.58
  Source:
Technical reports: 1) Technical report and resource estimate on the Allammaq
N-Cu-PGE deposit Nunavik Nickel Project, Nunavik, Quebec, , P&E Mining
Consultants, May 30, 2008. and 2) Technical report and preliminary economic
assessment of the Mequillon Ni-C-PGE deposit, Nunavik Nickel Project, Nunavik,
Quebec, P&E Mining Consultants, March 20, 2008.
  Reserves
  General
Methodology: Reserves have been estimated for the Expo and Mesamax deposits in
accordance with Canadian National Instrument 43-101. The reserves for both
deposits are based on open pit mine designs. The reserve estimation procedure
consists of evaluation of the resource block model utilizing pit optimization
software to compute, based on block NSR, the cost, revenue, and net income for
each block. Probable reserves have been estimated only. No proven reserves have
been established for the property. The parameters for the estimation of block
value for the potential reserve blocks (NSR) are:
  NSR
      Cut Off Grade Calculation Components$C/$US
      (Exchange Rate
                                  Ni
      Price
                                  Cu
      Price
                                  Co
      Price
                                  Au
      Price
                                  Pt
      Price
                                  Pd
      Price
                                
                                
                                
                                $0.89
                                  US
      $6 00/lb
                                  US
      $1 50/lb
                                  -
                                  -
                                  US
      $900/oz
                                  US
      $300/ozProduct
      Recoveries to Nickel ConcentrateOre
      Type:
                                Massive
                                Oxide
                                Mesamax Net
                                Expo NetNickel%
                                81.8
                                50.4
                                79.0
                                84.0Copper
      %
                                6.4
                                3.0
                                7.0
                                22.0Cobalt
      %
                                -
                                -
                                -
                                -Gold
      %
                                -
                                -
                                -
                                -Platinum
      %
                                51.7
                                31.4
                                43.0
                                45.0Palladium
      %
                                61.0
                                48.5
                                25.8
                                41.0Concentrate
      ratios
                                4.58:1
                                5.6:1
                                14.96:1
                                15.38:1Product
      Recoveries to Copper ConcentrateNickel%
                                32
                                4.5
                                2.1
                                2.0Copper
      %
                                92.0
                                96.2
                                89.4
                                64.0Cobalt
      %
                                -
                                -
                                -
                                -Gold
      %
                                -
                                -
                                -
                                -Platinum
      %
                                14.4
                                15.1
                                8.1
                                30.0Palladium
      %
                                36.0
                                17.9
                                66.7
                                47.0Concentrate
      ratios
                                6.3:1
                                4.64:1
                                32.44:1
                                47.62:1Payable
      Quantities in Nickel ConcentrateNickel%
                                92
                                92
                                92
                                92Copper
      %
                                90
                                90
                                90
                                90Platinum
      %
                                65
                                65
                                65
                                65Palladium
      %
                                65
                                65
                                65
                                65Payable
      Quantities in Copper ConcentrateNickel
      %
                                0
                                0
                                0
                                0Copper
      %
                                96.5
                                96.5
                                96.5
                                96.5Platinum
      %
                                23.3
                                35
                                35
                                57.3Palladium
      %
                                56
                                31.1
                                31.1
                                67.9Ni
      Refining Charges
                                US
      $0.50/lb(0.56/lb)Cu
      Refining Charges
                                US
      $0.10/lb(0.11/lb)Co
      Refining Charges
                                -Au
      Refining Charges
                                -Pt
      Refining Charges
                                US
      $15.00/oz($16.67/oz)Pd
      Refining Charges
                                US
      $15.00/oz($16.67/oz)Ni 
      Smelter Treatment Charges
                                US
      $125/tonneCu
      Smelter Treatment Charges
                                US
      $103/tonneConcentrate
      Shipping
                                US
      $58/tonne
  Source:Technical
reports: 1) Raglan South Nickel Project Technical Report, SNC Lavalin, July 20,
2007 and 2) Raglan South Nickel Project, Nunavik Quebec Technical Report and
Preliminary Economic Assessment on the Mequillon, Mesamax, Expo, and Ivakkak
deposits for Canadian Royalties Inc., P and E Mining Consultants and Roche Ltd.
Consulting Group, July 24,
2006.
 19
  
 The
estimated operating costs for the reserve estimation are:
  Cost
      (CDN $/ tonne)Deposit
                        Mining
                        Ore
      Transportto Mill
                        ProcessingReview
                        G&A
                        TotalOperatingCostMesamax
                        $419
                        $1
      94
                        $29.52
                        $22.66
                        $4.12Expo
                        $3.36
                        
                        $24.97
                        $17.36
                        $42.33
  Source:
Raglan South Nickel Project Technical Report, SNC Lavalin, July 20,
2007
  The
probable reserve tonnage and grades, including waste tonnes and stripping ratio
from the pit designs are:
 Ore
      Tonnes
                      Ni
      (%)
                      Cu(%)
                      Co(%)
                      Au
      (g/t)
                      Pt
      (g/t)
                      Pd
      (g/t)
                      Waste
      Tonnes
                      Stripping
      Ratio
                        Waste(t)/Ore(t)Mesamax
                      2,077,000
                      1.85
                      2.49
                      0.07
                      0.19
                      0.95
                      3.46
                      5,704,000
                      2.75Expo
                      7,843,000
                      0.68
                      0.69
                      0.04
                      0.07
                      0.29
                      1.25
                      29,834,000
                      3.80
  Source:
Raglan South Nickel Project Technical Report, SNC Lavalin, July 20,
2007
 We are
involved in the following legal actions which involve our subsidiary company,
UMEI and our Property:
 
 (i)
              UMEI,
      is a plaintiff in two actions, commenced against various parties, which
      are pending. The action in Ontario is for breach of contract and relates
      to the study of a rock sample collection gathered on UMEI's
      Property.  In the course of this action, UMEI learned that
      defendants had formed a collaboration with others who obtained samples
      from the Property obtained by trespass. UMEI is currently seeking to have
      these others joined as co-defendants in the action as well as a third
      party which trespassed and facilitated trespass by
      other  parties. The action in Quebec is against parties who UMEI
      alleges, trespassed onto UMEI's property in 1998, wrote a false and
      misleading Assessment Report about a discovery made as a result and
      produced a falsified version of a geologist Report during the 2002
      arbitration proceeding with CRI and also against parties who are alleged
      to have given false testimony at the 2002
  arbitration.
  (ii)
              UMEI
      and certain past and present officers and directors have been named in a
      Quebec legal action filed by CRI and two directors of CRI. Damages in the
      amount of $1,550,000 and reimbursement of fees, disbursements and taxes in
      the amount of $741,933 for multiplicity of proceedings instituted against
      them by the Company, are sought, as well as other relief.  UMEI
      intends to defend itself and its directors in this action. No liability
      has been recorded in the financial statements. Any loss which might occur
      as a result of this action would be charged against earnings in the year
      incurred.
 
 (iii)
              UMEI
      had been named in a Quebec legal action whereby 582556 Alberta Inc.
      ("582556") sought the cancellation of the conveyance by which it
      transferred its 1% net smelter returns royalty in the Ungava Property to
      CRI.  The conveyance occurred at the same time that an 80%
      interest in the Property was optioned to CRI.  No damages were,
      however, claimed against UMEI.
 
 ITEM
5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
 
 5.A.
Results of Operations
 
 5.A.
(i) Revenues
 CRI has
produced a purported Bankable Feasibility Study and has, through various press
releases, indicated its intention to proceed with the development of the
Property. Until CRI completes the development of the Property, it is not
anticipated that the Company will have any material revenue. No revenues (other
than interest earned of $9,765, 2006 -$nil) have been reported for the years
ended November 30, 2007and 2006.
 
 5.A.
(ii) Analysis of Expenses
  Three
      Months Ended
                
                
                %
      of
                
                
                Three
      Months Ended
                
                
                %November 30, 2007
                
                
                Total
                
                
                November 30, 2006
                
                
                ChangeStock-based
      compensation
                
                $
                1,222,200
                
                
                
                75
                %
                
                $
                -
                
                
                
                100
                %Professional
      fees
                
                
                257,213
                
                
                
                16
                %
                
                
                -
                
                
                
                100
                %Consulting
      & management fees –related party
                
                
                42,469
                
                
                
                3
                %
                
                
                
                
                
                
                100
                %Consulting
      & management fees
                
                
                68,682
                
                
                
                4
                %
                
                
                -
                
                
                
                100
                %Office
      and general
                
                
                17,019
                
                
                
                1
                %
                
                
                -
                
                
                
                100
                %Travel
                
                
                15,051
                
                
                
                1
                %
                
                
                -
                
                
                
                100
                %$
                1,622,634
                
                
                
                100
                %
                
                $
                -
 20
  
 Year Ended
              
              
              %
      of
              
              
              Year Ended
              
              
              %November 30, 2007
              
              
              Total
              
              
              November 30, 2006
              
              
              ChangeStock-based
      compensation
              
              $
              1,222,200
              
              
              
              58
              %
              
              $
              -
              
              
              
              100
              %Professional
      fees
              
              
              623,595
              
              
              
              30
              %
              
              
              -
              
              
              
              100
              %Consulting
      & management fees –related party
              
              
              112,080
              
              
              
              5
              %
              
              
              
              
              
              
              100
              %Consulting
      & management fees
              
              
              68,682
              
              
              
              3
              %
              
              
              -
              
              
              
              100
              %Office
      and general
              
              
              35,135
              
              
              
              2
              %
              
              
              -
              
              
              
              100
              %Travel
              
              
              31,293
              
              
              
              2
              %
              
              
              -
              
              
              
              100
              %$
              2,092,985
              
              
              
              100
              %
              
              $
              -
 
 As
indicated in 4.a.(ii) above,  financial information in this document is
presented as a continuation of UMI and its subsidiary UMEI. UMI was organized in
February 2007 and UMEI is not an operating company, it is the company which owns
the working interest in the mineral rights to the Property. Accordingly,
there are no comparative figures for the previous year. During the year ended
November 30, 2007 expenses were $2,092,985.Our major expenses for
the year are comprised of the following:
  Stock-based
compensation
 Stock
based compensation for the year ended November 30, 2007 was $1,222,200 as a
result of thedirectors of the Company authorizing
the issue of the following common share stock options during
the year:
 a)
              On
      October 3, 2007, 6,200,000 stock options exercisable at $0.60 with an
      expiry date of September 30, 2012, were granted to the directors and
      certain consultants of the Company.
  b)
              On
      October 3, 2007, 400,000 stock options exercisable at $0.60 with an expiry
      date of September 30, 2008, were granted to certain consultants of the
      Company.
  c)
              On
      October 18, 2007, 2,400,000 stock options exercisable at $0.60 with an
      expiry date of September 30, 2012, were granted to the directors and
      certain consultants of the Company.
  The
weighted average fair value of the stock options granted was estimated at $0.23
per option using the Black-Scholes model for pricing options. The following
weighted average assumptions were used:
  Risk
      free interest rate
                  4.29
      %Dividend
      yield
                  NILExpected
      stock volatility
                  100
      %Expected
      life
                  5
      Years
  Professional
fees
 During
the period, the Company incurred legal fees in the
amount of $554,933in connection with the  legal
actions  which are detailed in 4.D. above. Also i ncluded in
professional fees are legal
expenses in the amount of $26,534in connection with corporate matters and audit
fees of $41,845.
  Consulting
and management fees
 Consulting
and management fees represent amounts paid for corporate management services
as
well as expenses incurred in developing investor presentations, development of a
website for the company and amounts paid for administrative and accounting
services.During the second quarter, the Company retained a new Chief
Financial Officer whose fees are included in this category.
 
 Office
and general expenses
 Includes
expenses incurred for stationary, telephone
and communications, travel,entertainment and office
supplies.
 
 5.A.
(iii) Summary of Quarterly Results
  QTR
                
                
                QTR
                
                
                QTR
                
                
                QTR
                
                
                QTR
                
                
                QTR
                
                
                QTR
                
                
                QTR4
                
                
                
                3
                
                
                
                2
                
                
                
                1
                
                
                
                4
                
                
                
                3
                
                
                
                2
                
                
                
                12007
                
                
                2007
                
                
                2007
                
                
                2007
                
                
                2006
                
                
                2006
                
                
                2006
                
                
                2006Net
      Loss
                
                $
                (1,615,167
                )
                
                $
                (290,532
                )
                
                $
                (177,521
                )
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -Loss
      per share basic and fully diluted
                
                $
                (0.02
                )
                
                $
                (0.03
                )
                
                $
                (0.01
                )
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
 21
 
 5.B.
 Liquidity and Capital Resources
 In our
management's view, given the nature of our activities, the most meaningful and
material financial information concerning us relates to our current liquidity
and capital resources.  We do not currently own or have an interest in any
mineral producing properties and have not derived any revenues from the sale of
minerals.
 
 Our
activities have been funded from advances received from NNMI. We expect that we
will continue to be able to utilize this source of financing or to raise funds
through the issue of our own shares, until we develop cash flow from our
operations.  There can be no assurance, however, that we will be able to
obtain required financing in the future on acceptable terms, or at all.  
Based on our existing working capital, we expect to require additional financing
for our currently held property during the upcoming fiscal year.
 Accordingly, there is substantial doubt about our ability to continue as a
going concern.  We have not carried out debt financing, nor have we made
use of any financial instruments for hedging purposes.  We had no material
commitments for capital expenditures at the end of our most recent fiscal
year.
 
 At
November 30, 2007, we had a working capital deficiency of $1,333,473 (2006 –
$1,324,834). Management is pursuing additional sources of financing and while it
has been successful in the past there can be no assurance that it will be able
to do so in the future.
 
 Other
than as discussed herein, we are not aware of any trends, demands, commitments,
events or uncertainties that may result in our liquidity either materially
increasing or decreasing at present or in the foreseeable future.
 
 5.C.
 Research and Development, Patents and Licenses, etc.
 As we are
a mineral exploration company with no producing properties, the information
required by this section is not applicable.
 
 5.D.
 Trend Information
 None
of our assets are currently in production or generate revenue.   Our
long term profitability will however, be significantly influenced by the prices
of nickel and copper. The recent volatility in prices for nickel and copper and
the lack of consistent published trends make any trend analysis
subjective.
  5.E.
 Off-Balance Sheet Arrangements
 We have
no off-balance sheet arrangements required to be disclosed in this Annual Report
on Form 20-F.
 
 5.F.
 Disclosure of Contractual Obligations
 With
respect to contractual obligations, the Company is committed in the fiscal year
2008 to the following :
  Payments
      due by periodContractual
      Obligations
                
                Total
                
                
                Less
      than 1 yearOperating
      lease obligations (1)
                
                $
                21,000
                
                
                $
                12,000Purchase
      obligations (2)
                
                
                96,000
                
                
                
                96,000
 
 1.
                Amount
      due under a month-to month lease for office
  premises.
 2.
                Amount
      due for consulting services provided by an officer of our Company under a
      month-to-month agreement.
  5.G.   Safe Harbour
 Except
for historical information contained herein, this annual report on Form 20-F
contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934,
as amended, which involve certain risks and uncertainties.  Forward-looking
statements are included with respect to, among other things, our current
business plan and strategy and strategic operating plan. These forward-looking
statements are identified by their use of such terms and phrases as “intends,”
“intend,” “intended,” “goal,” “estimate,” “estimates,” “expects,” “expect,”
“expected,” “project,” “projected,” “projections,” “plans,” “anticipates,”
“anticipated,” “should,” “designed to,” “foreseeable future,” “believe,”
“believes” and “scheduled” and similar expressions.  Our actual results or
outcomes may differ materially from those anticipated.  Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date the statement was made.  We undertake no
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise.  For any
forward-looking statements, we claim the protection of the safe harbor for
forward-looking statements in Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934.
 
 ITEM
6.  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
 22
 
 6.A.
 Directors and Senior Management
 The
following information is about our directors and members of senior management,
including names, business experience, offices held and principal business
activities performed outside our company.
 
 Glen
Erikson
 Glen
Erikson was appointed President of our Company on January 24, 2008. Glen is a
graduate of the University of Toronto (1974) and Osgoode Hall Law School. He was
called to the bar in Ontario in 1979. From 1982 until his retirement in 1996, he
operated a legal practice in Toronto, Canada. In 1995 he was the founder of
Nearctic Nickel Mines Inc., formerly Ungava Minerals Corp and a director of
Nearctic Nickel Mines Inc. He resigned as a director of Nearctic Nickel Mines
Inc. on June 16, 2003. Since 1996 he has been active as a consultant to Nearctic
Nickel Mines Inc. and Ungava Mineral Exploration Inc. as an investor and in the
biotechnology arena.
  Dr.
Allan Miller
 Dr.
Allan Miller served as President and director of our Company from February 2007
to January 24, 2008 when he assumed the position of Vice-President of our
Company. He continues as a director of our Company. Dr. Miller is a mineral
deposits consulting geologist who received a Ph.D. in economic geology from the
University of Western Ontario in 1977 and an Honours B.Sc. in geology from
Carleton University in 1971. As a student he participated in the exploration of
the Raglan Property north of the Company’s property in the Ungava Trough and
both his B.Sc. and Ph.D. theses focused on ore deposit related problems from the
Raglan property. From the present to 1997, he has consulted to the mining
industry in Canada and internationally. Between 1973 and 1997, he was a research
scientist with the Geological Survey of Canada. Dr. Miller specialized in the
mineral deposits and their environments throughout the Western Churchill
Province, Canada. He was responsible for identifying their critical geological
and deposit-scale attributes and the recognition of new ore deposit
environments. His diverse experience in Canada, Central and South America,
Australia and China has included the following ore deposit types: magnetic
nickel-copper-platinum group metals, uranium, mesothermal and epithermal
precious metal, copper-gold porphyry, volcanic-associated massive sulphide,
sediment-hosted copper, redbed copper, and diamond.
 
 Alan
Rootenberg
 Mr.
Rootenberg is the Chief Financial Officer of our Company since February 2007. He
has served as a senior executive in a number of publicly traded and private
companies. From December 1999 to January 2007, he served as President and Chief
Executive Officer of a publicly traded (TSXV) technology company, Talware
Networx Inc.. The company develops applications for the human capital management
industry and was responsible for the development of technologies used in a
number of online talent management systems. He was a founding partner in DCST
Inc., a company that pioneered the development of multimedia and new media
applications for the advertising industry. From 1980 to 1994, he was involved in
the advertising industry having served as  Chief Financial Officer for
Saffer Advertising Inc. from 1980 to 1986 and as Chief Financial Officer
with  Padulo Advertising Inc, from 1987 to 1994. Mr. Rootenberg has a
Bachelor of Commerce degree from the University of the Witwatersrand in
Johannesburg, South Africa and received his Chartered Accountant designation in
both South Africa and in Ontario, Canada.
  David
L. Hynes
 Mr.
Hynes BSc. B.Ed. J.D. is a director and Secretary-Treasurer of our
Company.  He graduated from the University of Toronto Law School in
1971and was call to the bar of Ontario in 1973. From March 1973 he been engaged
in private practice, focusing on commercial and corporate law.
 
 James
G. Lavigne
 Mr.
Lavigne is a director of our Company. He is presently a consulting geologist.
From May 2004 to March 2006 he served as Vice President, Exploration with
Goldbrook Ventures where he was responsible for exploration program design,
implementation, and management; evaluation of property/project submissions;
project generation; written and oral presentation of programs and results to
senior management and investors; and the preparation of public disclosure
documents. From January 2002 to April 2004 he served as Senior Geologist with
FNX Mining Company. From January 1996 to December he held the posts of Senior
Project Geologist and Senior Geologist with WMC International Inc From January
1993 to December 1995 he consulted to a number of mining and exploration
companies. From June 1987 to December 1992 he was an intern and later geologist
with the Geological Survey of Canada.  Mr. Lavigne has over 18 years
experience in all phases of mineral exploration and development predominantly in
base and precious metal mineral deposits with some exposure to industrial
minerals. Mr. Lavigne received his MSc. Geology from the University of Ottawa in
1993 and a BSc. Geology from Memorial University of Newfoundland in
1987.
  Glen
Gasparini
 Mr.
Gasparini is a director and Vice-President of our Company.  He is the
President of Terrazzo, Mosaic & Tile Company Limited, a manufacturer and
supplier of floor coverings, having joined the company in 1973 when he received
his Honours B.A. from York University.
 
 Dr.
Joseph Greenberg
 Dr.
Greenberg is a director of our Company. Dr. Joseph Greenberg has been a
physician in Toronto for over 50 years, running a family medicine practice. He
received his M.D. degree from the University of Toronto in
1952.
 23


6.B.
 Compensation
 The
following table sets forth all annual and long term compensation for services
provided to us during the fiscal years ended November 30, 2007, 2006, and 2005,
in respect of the individuals who were, at November 30, 2007, our directors and
executive officers:
  Summary
Compensation Table
 Annual
      Compensation
              Long
      Term CompensationAwards
              PayoutsName
      and
                Principal
                Position
              Year
              Fees
      for Management Services
                ($)
              Bonus
                ($)
              Other
                Annual
                Compen-
                sation
                ($)
              Securities
      Under Options granted
                (#)
              Restricted
      Shares or Restricted Share
                Units
                ($)
              LTIP
      Payouts
                ($)
              All
                Other
                Compen-
                sation
                ($)Dr
      Allan Miller
                President
              2007
                2006
                2005
              10,729
                nil
                nil
              nil
                nil
                nil
              nil
                nil
                nil
              500,000
                nil
                nil
              nil
                nil
                nil
              nil
                nil
                nil
              nil
                nil
                nilAlan
      Rootenberg
                CFO
              2007
                2006
                2005
              35,350
                nil
                nil
              nil
                nil
                nil
              nil
                nil
                nil
              200,000
                nil
                nil
              nil
                nil
                nil
              nil
                nil
                nil
              nil
                nil
                nilGlen
      Gasparini
                Vice-President
              2007
                2006
                2005
              nil
                nil
                nil
              nil
                nil
                nil
              nil
                nil
                nil
              400,000
                nil
                nil
              nil
                nil
                nil
              nil
                nil
                nil
              nil
                nil
                nilDavid
      Hynes
                Secretary-Treasurer
              2007
                2006
                2005
              nil
                nil
                nil
              nil
                nil
                nil
              nil
                nil
                nil
              400,000
                nil
                nil
              nil
                nil
                nil
              nil
                nil
                nil
              nil
                nil
                nilJames
      G. Lavigne
                Director
              2007
                2006
                2005
              nil
                nil
                nil
              nil
                nil
                nil
              nil
                nil
                nil
              400,000
                nil
                nil
              nil
                nil
                nil
              nil
                nil
                nil
              nil
                nil
                nilDr.
      Joseph Greenberg
                Director
              2007
                2006
                2005
              nil
                nil
                nil
              nil
                nil
                nil
              nil
                nil
                nil
              400,000
                nil
                nil
              nil
                nil
                nil
              nil
                nil
                nil
              nil
                nil
                nilMarek
      Mucha (1)
              2007
                2006
                2005
              nil
                nil
                nil
              nil
                nil
                nil
              nil
                nil
                nil
              nil
                nil
                nil
              nil
                nil
                nil
              nil
                nil
                nil
              nil
                nil
                nil
 1.
              Mr.
      Mucha resigned as a director of our Company on September 11,
      2007.
 
 The
following table sets forth stock options granted by us during the year ended
November 30, 2007, to our directors and executive officers:
 Name
              Securities
      Under Options Granted
                (#)
              Exercise
      or
                Base
      Price
                ($/Security)
              Market
      Value of Securities Underlying Options on Date of Grant
                ($/Security)
              Expiration
      DateDr
      Allan Miller
                President
              500,000
              $0.60
              nil
              September
      30, 2012Alan
      Rootenberg
                CFO
              200,000
              $0.60
              nil
              September
      30, 2012Glen
      Gasparini
                Vice-President
              400,000
              $0.60
              nil
              September
      30, 2012David
      Hynes
                Secretary-Treasurer
              400,000
              $0.60
              nil
              September
      30, 2012PresidentJames
      G. Lavigne
                Director
              400,000
              $0.60
              nil
              September
      30, 2012Dr.
      Joseph Greenberg
                Director
              400,000
              $0.60
              nil
              September
      30, 20121645194
      Ontario Inc.(1)
              4,500,000
              $0.60
              nil
              September
      30, 2012Juno
      Holdings Inc. (2)
              2,200,000
              $0.60
              nil
              September
      30, 2012
  24
  
 1.
              A
      company controlled by a trust for the benefit of the children of Glen
      Erikson.
 2.
              A
      company controlled by a trust for the benefit of the children of Glen
      Erikson. All voting rights over the securities of the Company held by this
      company are exercised by Allan Miller under a Voting
      Agreement.
 
 No
options were exercised during the year by our directors or executive
officers.
 
 No cash
compensation was paid to directors for attendance at meetings or for serving on
committees. In such cases where a director is requested by the Board to perform
services for the Corporation, compensation may be authorized by the Board to be
paid to that director.
 
 Defined
Benefit or Actuarial Plan Disclosure
 We do not
provide retirement benefits for directors and executive officers.
 
 Termination
of Employment, Change in Responsibilities and Employment Contracts
 We have
not entered into any formal employment agreements with our executive
officers.
 
 6.C.
 Board Practices
 We have
an Audit Committee and a Compensation Committee.
 Both
committees are comprised of David Hynes, Glen Gasparini and Jamie
Lavigne.
  The
Committee is responsible for assisting the Board’s oversight
of:
  a)
                the
      independent auditor’s qualifications and
  independence;
 b)
                the
      performance of the Company’s independent
  auditors;
 c)
                the
      quality and integrity of the Company’s financial statements and related
      disclosure;
 d)
                oversight
      of the Company’s internal and disclosure controls and reporting;
      and
 e)
                the
      Company’s compliance with legal and regulatory
      requirements.
  The terms
of reference under which the Audit Committee operates is detailed in Exhibit 19(b)(i)attached.
  The
Compensation Committee is responsible for:
  a)
                reviewing
      corporate objectives relevant to compensation for the President and senior
      executives;
 b)
                evaluating
      the performance of the President and senior executives, taking the
      corporate objectives into
consideration;
 c)
                making
      compensation level recommendations to the board with respect to the
      President and senior executives, based on this
    evaluation;
 d)
                making
      recommendations to the board with respect to incentive-compensation and
      equity-based plans for the President and senior
      executives;
 e)
                making
      recommendations to the board with respect to non-cash benefit packages
      (i.e. medical insurance etc.) to be provided to the President and senior
      executives.
 
 6.D.
 Employees
 We
currently do not have any employees on our payroll. Services are provided on an
as needed basis as follows:
 
 Glen
Erikson
 In
April 2007 Ungava Mines Inc. entered into a Consulting Services Agreement with
1645194. (“ the Agreement”) Under the Agreement, 1645194 makes Glen Erikson
available to render advice and services to the Company and its subsidiaries
and/or affiliates, in connection with the development and operation of their
corporate, financial and litigation affairs. In January 2008, the role to be
assumed by Glen Erikson was extended to President of the Company on January 24,
2008. 1645194 receives a monthly fee of $8,000 from the Company. The agreement
is for a period of one year and is renewable thereafter from month to month and
may be terminated by either party giving 60 days notice to the other. 1645194
provides the services of Glen Erikson to companies other than Ungava Mines Inc.
and Glen Erikson operates from his own premises. As a result, Glen Erikson is
not considered to be an employee of the Corporation. On October 3, 2007, 1645194
was granted 4,500,000 stock options and Juno Holdings Inc. was granted 2,200,000
stock options, all exercisable at $0.60, which expire September 30,
2012.
 
 Alan
Rootenberg
 In
March 2007, the Corporation agreed with The M&S Group Inc. to make Alan
Rootenberg available to the Corporation to provide chief financial officer
functions to the Company and its subsidiaries. The M&S Group Inc. charges a
fee based on the number of hours that Alan Rootenberg provides to the Company.
The services provided by Alan Rootenberg are provided both from his own premises
and from the Company’s offices. His services are not provided exclusively to the
Company or its subsidiaries. As a result, Alan Rootenberg is not considered to
be an employee of the Company.
   25
 The
Company does not have contracts with any of its other executives or its
directors. Directors do not receive and compensation for services provided in
their capacity as directors. Where a director or  other executive
provides specific services beyond a reasonable amount of time, they as
compensated based on a negotiated hourly rate.
  6.E.
Share Ownership
 No
persons in subsection 6.B.above own 1% or more or the outstanding shares of our
Company.
 In August
2007, we adopted a stock option plan (the "Plan"), the purpose of which is to
advance the interests of our Company by providing an additional incentive
to attract, retain and motivate highly qualified and competent persons who
are key to the Company, encouraging stock ownership in the Company by such
persons. These include key employees, consultants, independent contractors,
Officers and Directors, and those upon whose efforts and judgment the
success of the Company and its Subsidiaries is largely dependent. Under the
terms of the Plan, the aggregate number of our common shares reserved for
issuance under the Plan at any time may not currently exceed 9,000,000
options.
 
 ITEM
7.  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
  7.A.
Major Shareholders
 The
following table sets forth the name of the only shareholder who, to the
knowledge of our management, as at November 30, 2007 beneficially owns greater
than 5% of any class of our voting securities:
 Name
              Number
      of Common Shares Held
                November
      30, 2007
              Percentage
      of Common Shares Outstanding at November 30, 2007Nearctic
      Nickel Mines Inc. (“NNMI”)
              90,000,000
              97.1%
 
 Our major
shareholder does not have different voting rights.
 
 
 26
 
 Dr. Allan
Miller is trustee of The Ungava Trust which is the beneficial owner of 5,104,462
shares of NNMI.  Dr. Miller is also Trustee of The General Trust which
indirectly exercises some control or direction over 2,160,000 shares held by
Alberta Richwest Inc. Dr. Miller also has voting authority in respect of
6,731,473 shares beneficially owned by Juno Holdings Inc.
 
 Pinetree
Capital Inc. owns 6,904,801 shares of NNMI and Brownstone Ventures Inc. a
company controlled by Pinetree Capital Inc., owns 2,666,666 shares of
NNMI.
 
 As at
November 30, 2007, there were 92,688,976 of our common shares issued and
outstanding.  Based on the records of our registrar and transfer agent,
Capital Transfer Agency Inc. of 390 Bay Street, Suite 2020, Toronto Ontario,
Canada, as at such date, 92,558,254 of our common shares were held in Canada and
130,722 of our common shares were held outside of Canada.
 
 We do not
know of any arrangements that may at a subsequent date result in our change of
control.
 
 7.B.   Related
Party Transactions
 a)
              During
      the year, we paid $101,350 in consulting fees to current and former
      officers of the Company.
 
 b)
              During
      the year, we paid $10,730 in consulting fees to a director for services
      performed.
 
 c)
              The
      Company has a $1,000 receivable included in other receivables which is due
      from NNMI for the 14,131,638 common shares
  issued.
 
 d)
              On
      November 9, 2007, a loan of $96,000 was issued to 1645194 Ontario Inc.
      (“1645194”), a related party of the company.  The loan bears
      interest at 7% p.a. and $8,000 has been repaid to the Company. At a joint
      meeting of the Boards of Directors of Nearctic Nickel Mines inc. and
      Ungava Mines Inc. held in June 2008,  it was unanimously agreed
      that the balance due to Ungava Mines Inc. would be repaid out of a bonus
      in the amount of $100,000 payable to 1645194 for services provided in
      2008. 1645194 is controlled by the spouse of Mr. Glen Erikson, the
      president of our company.
 
 e)
              Advances
      of $1,420,000 were received from NNMI, the Company’s parent, during the
      year ended November 30, 2007. The advances are non-interest bearing,
      unsecured and due on demand.
 
 f)
              A
      loan of $500,000 is owing to NNMI for advances of prior years. The loan is
      unsecured, due on demand and bears interest at a rate of 8% calculated
      from the date of demand.
 
 g)
              $34,996
      is receivable from NNMI for 250,000 stock options that were initially
      granted in NNMI but later cancelled and replaced with 250,000 options in
      Mines. The balance is non-interest bearing, unsecured and due on demand.
      Related
      party transactions are on terms that could have been obtained from
      unaffiliated third
parties.
 
 7.C.
 Interests of Experts and Counsel
 This Form
20-F is being filed as an Annual Report under the Exchange Act and, as such,
there is no requirement to provide any information under this
section.
 
 ITEM 8.  FINANCIAL INFORMATION
 
 8.A.
 Consolidated Statements and Other Financial Information
 This
Annual Report contains our consolidated financial statements at November 30,
2007 and 2006, which contains an Independent Auditor's Report dated January 21,
2008, Consolidated Balance Sheets as at November 30, 2007, and November 30,
2006, Consolidated Statements of Operations and Deficit for the
Fiscal Periods ended November 30, 2007 and November 30, 2006; 
Consolidated Statements of Cash Flows for the
Fiscal Periods Ended November 30, 2007 and November 30, 2006 and
Notes to the Consolidated Financial Statements.
 
 8.B.
 Significant Changes
 No
significant change has occurred since the date of the financial statements
included in this Annual Report on Form 20-F.
 
 
 
 27
 
 
 
 ITEM
9.  THE OFFER AND LISTING
 
 9.A
4..  Offer and Listing Details
 As
indicated in 4.A.
above, we are the result of the amalgamation of UMI and Byron, a company whose
common shares traded on the NASDAQ OTC BB market. The table below indicates the
high and low sales prices for Byron common shares, in U.S. Dollars, as reported
on the OTC Bulletin Board for each full fiscal quarter of Byron since the first
quarter of  2003.
 
 High
              LowQuarter
      ended March 31, 2003
              0.013
              0.01Quarter
      ended June 30, 2003
              0.01
              0.01Quarter
      ended September 30, 2003
              No
      tradeQuarter
      ended December 31, 2003
              0.20
              0.20Quarter
      ended March 31, 2004
              No
      tradeQuarter
      ended June 30, 2004
              No
      tradeQuarter
      ended September 30, 2004
              No
      tradeQuarter
      ended December 31, 2004
              No
      tradeQuarter
      ended March 31, 2005
              No
      tradeQuarter
      ended June 30, 2005
              No
      tradeQuarter
      ended September 30, 2005
              No
      tradeQuarter
      ended December 31, 2005
              1.00
              1.00Quarter
      ended March 31, 2006
              No
      tradeQuarter
      ended June 30, 2006
              No
      tradeQuarter
      ended September 30, 2006
              No
      tradeQuarter
      ended December 31, 2006
              No
      tradeQuarter
      ended March 31, 2007
              No
      tradeQuarter
      ended June 30, 2007
              No
      tradeQuarter
      ended September 30, 2007
              5.00
              5.00Quarter
      ended December 31, 2007
              No
      trade
  April 15,
2003 (1-140) consolidation; August 3, 2004 (1-10 consolidation), August 2007
(1-10 consolidation)
 
 9.B.
 Plan of Distribution
 This Form
20-F 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.
 
 9.C.
 Markets
 We trade
our shares on the Over the Counter Bulletin Board under the trading symbol
"UGVMF".
 
 9.D.
 Selling Shareholders
 This Form
20-F 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.
 
 9.E.
 Dilution
 This Form
20-F 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.
 
 9.F.
 Expenses of the Issue
 This Form
20F is being filed as an Annual Report under the Exchange Act and, as such,
there is no requirement to provide any information under this section.
 
 
 28
 
 
 ITEM
10.  ADDITIONAL INFORMATION
 
 10.A.
 Share Capital
 This Form
20F is being filed as an Annual Report under the Exchange Act and, as such,
there is no requirement to provide any information under this
section.
 
 10.B.
 Memorandum and Articles of Association
 Disclosure
of interests in Contracts.
 Every
director or officer of the Corporation who is a party to a material contract or
transaction or proposed material contract with the Corporation, or is a director
or officer of or has a material interest in any person who is a party to a
material contract or transaction or proposed material contract or transaction
with the Corporation, shall disclose in writing to the Corporation or request to
have entered in the minutes of the meeting of directors the nature and extent of
these interests at the time.  Any such contract or proposed contract
shall be referred to the board or shareholders for approval even if such
contract is one that in the ordinary course of the Corporation’s business would
not require approval by the board or the shareholders, and a director interested
in a contract so referred to the board shall not vote on any resolution to
approve the same.
 
 Shareholder
Meetings.
 The
directors shall call an annual meeting of shareholders not later than fifteen
months after holding the last preceding annual meeting.  The board may
at any time call a special meeting of shareholders for the transaction of any
business which may properly be brought before such meeting of shareholders.
Meetings of shareholders shall be held at the registered office of the
Corporation or at such other place within or outside of Ontario, as the board
from time to time determines.
 
 The only
persons entitled to attend a meeting of shareholders shall be those entitled to
vote thereat, the directors and the auditor of the Corporation and others who
although not entitled to vote, are entitled or required, under any provisions of
the Ontario Business Corporations Act or by-laws of the corporation, to be
present at the meeting. Any other persons may be admitted only on the invitation
of the chairman of the meeting or with the consent of the meeting.
 
 10.C.
 Material Contracts
 In March
2007 we entered into an agreement with NNMI, whereby NNMI transferred its
wholly-owned subsidiary, UMEI, to us on a tax-free rollover basis. As part of
the consideration, we agreed to pay $500,000 to NNMI and assume all future costs
of the litigation related to the mineral property in which NNMI may also be a
party.
  The
Agreement with NNMI provides that Subsection 85(1) of the Income tax Act (Canada) and
Section 518 of the Taxation
Act (Canada) would apply to the exchange of
shares.
 
 10.D.
 Exchange Controls
 There are
no governmental laws, decrees or regulations in Canada relating to restrictions
on the export or import of capital, or affecting the remittance of interest,
dividends or other payments to non-resident holders of our common shares.
 Any remittances of dividends to United States residents are, however,
subject to a 15% withholding tax (5% if the shareholder is a corporation owning
at least 10% of our outstanding common shares) pursuant to the reciprocal tax
treaty between Canada and the United States.
 
 10.E.
 Taxation
 Material
Canadian Federal Income Tax Consequences
 
 The
following is a summary of the Canadian federal income tax provisions applicable
to United States corporations, citizens, and resident alien individuals
purchasing, holding and disposing of Common shares. The discussion does not
purport to deal with all aspects of Canadian federal taxation that maybe
relevant to shareholders, including those subject to special treatment under the
income tax laws; however, this discussion covers all material tax consequences.
Shareholders are advised to consult their own tax advisers regarding the
Canadian federal income tax consequences of holding and disposing of the
Company's Common shares, as well as any consequences arising under U.S. federal,
state or local tax laws or tax laws of other jurisdictions outside the United
States. The summary is based on the assumption that, for Canadian tax purposes,
the purchasers or shareholders (1) deal at arm's length with the Company, (ii)
are not residents of Canada, (iii) hold the Common shares as capital property,
and (iv) do not use or hold Common shares in, or in the course of, carrying on
business in Canada (a "Non-Resident Holder").
   29
   Dividends
paid or credited on the Common shares to a non-resident holder will be subject
to a non resident withholding tax under the Income Tax Act (Canada) at the rate
of 25%, although such rate may be reduced under the provisions of an applicable
income tax treaty. For this purpose, dividends will include amounts paid by the
Company in excess of the paid-up capital of the Common shares on redemption or a
purchase for cancellation of such shares by the Company (other than purchases on
the open market). Under the Canada-United States Income Tax Convention, 1980
(the "Tax Treaty") the rate is generally reduced to 15% for dividends paid to a
person who is a US resident. Dividends paid to US corporations owning at least
10% of the voting stocks of the Company are subjectto a
withholding tax rate of 5% under the Tax Treaty as amended by the Protocol
signed on March 17, 1995. Other applicable tax treaties may reduce the 25%
Canadian tax rate for other Non-Resident Holders.
  A
Non-Resident Holder generally will not be subject to tax in Canada on capital
gains realized from disposition of Common shares, unless such shares are
"taxable Canadian property" within the meaning of the Income Tax Act (Canada).
Generally, the Common shares would not be taxable Canadian property unless the
Non-Resident Holder, together with related parties, at any time during the five
years prior to the disposition of the Common shares owned not less than 25% of
the issued shares of any class of the capital stock of the Company.
  Under the
Treaty, a resident of the United States will not be subject to tax under the
Income Tax Act (Canada) in respect of gains realized on the sale of Common
shares which constitute "taxable Canadian property, provided that the value of
the Common shares at the time of disposition is not derived principally from
real property located in Canada. This summary is not exhaustive of all possible
income tax considerations and shareholders and prospective purchasers are
advised to consult with their own tax advisors with respect to their particular
circumstances. The Canadian Tax Act on dividends to U.S. residents is a 15%
withholding tax.
 
 10.F.
 Dividends and Paying Agents
 This Form
20-F 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.
 
 10.G.
 Statements by Experts
 This Form
20-F 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.
 
 10.H.
 Documents on Display
 Any
documents referred to in this Annual Report may be inspected at our
administrative office at 160 Matheson Blvd. East, Unit 5, Mississauga, Ontario,
Canada L4Z 1V4 during normal business hours.
 
 10.I.
 Subsidiary Information
 There is
no information, relating to our subsidiaries which must be provided in Canada
and which is not otherwise called for by the body of generally accepted
accounting principles used in preparing the financial statements.
 
 ITEM
11.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
 We
anticipate our primary market risk, if any, to be related to fluctuations in
commodity prices and exchange rates. Exchange rate risk may arise if we are
required to use different currencies for various aspects of our operations.
 At present, our functional currency is the Canadian dollar.  Based on
our overall exchange rate risk as at November 30, 2007, we believe that a ten
percent change in exchange rates would not have a material adverse effect on our
financial position, results of operations, or changes in financial position.
 We intend to monitor our exchange rate risk and commodity price risk.
 We do not intend to purchase or sell derivative instruments for
speculative purposes.
  ITEM
12.  DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
 This Form
20-F 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.
   30
   PART
II
 
 ITEM
13.  DEFAULTS, DIVIDEND ARREARAGE AND DELINQUENCIES
 There has
not been a material default in the payment of principal, interest, a sinking or
purchase fund installment, or any other material default not cured within thirty
days, relating to our indebtedness or any of our significant subsidiaries.
 There are no payments of dividends by us in arrears, nor has there been
any other material delinquency relating to any class of our preference shares.
 
 ITEM
14.  MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
PROCEEDS
 We have
not adopted any measures which will materially modify the rights of any class of
registered securities.
 
 ITEM
15.T.  CONTROLS AND PROCEDURES
 Disclosure
Controls and Procedures.   Under the direction of our President and
Chief Financial Officer, we evaluated our disclosure controls and procedures and
concluded that (i) our disclosure controls and procedures were effective as of
November 30, 2007, and (ii) no change in our internal control over financial
reporting occurred during the year ended November 30, 2007, that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.
 
 Management’s
Annual Report on Internal Control over Financial Reporting:  Management is
responsible for establishing and maintaining adequate internal control over the
Company’s financial reporting.  The design and effectiveness of the
Company’s internal control systems over financial reporting was reviewed during
the year ended November 30, 2007, and determined not to be effective.
 During the evaluation process, certain weaknesses in internal controls
were identified, notably:
 
 (a)
              Due
      to the limited number of staff, it is not feasible to achieve complete
      segregation of incompatible duties;
  (b)
              Due
      to the size of our Company and the limited number of staff, we do not
      have the optimum complement of personnel with all of the knowledge to
      address all complex and non-routine transactions that may
      arise.
 
  The Audit
Committee has been provided information on the deficiencies.  Together, the
Audit Committee, Board of Directors, and Management continue to work to mitigate
the risk of a material misstatement in our financial reporting.  Management
has identified certain areas where it can improve process controls and intends
to incorporate these changes into the control over the financial reporting over
the next twelve months.
 
 This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial reporting.
 Management’s report was not subject to attestation by the Company’s
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management’s
report in this annual report.
 
 ITEM
16.  [RESERVED]
 
 16.A.
 AUDIT COMMITTEE FINANCIAL EXPERT
 We
believe that the members of our audit committee and of our board of directors
are collectively capable of analyzing and evaluating our financial statements
and understanding internal controls and procedures for financial reporting.
 
 16.B.  CODE
OF BUSINESS CONDUCT AND ETHICS
  We
have  adopted the following Code of Business Conduct and Ethics that
apply to all directors, officers and employees of Ungava Mines Inc. and its
wholly-and partially owned subsidiaries (individually and collectively referred
to as the "Company”).
  1.
              Accounting
      Review
 The
      Company will comply with all applicable financial reporting and accounting
      regulations applicable to the Company. If any employee, officer or
      director of the Company has concerns regarding questionable accounting or
      auditing issues related to the Company, such person is encouraged to
      submit those concerns to any member of the Audit Committee of the Board of
      Directors, which will, subject to rules arising under applicable law,
      regulations and legal proceedings, treat such submissions in a
      confidential manner.
  2.
                Complying
      With Law
 All
      directors, officers and employees of the Company should respect and comply
      with all of the laws, rules and regulations of the countries in which the
      Company operates. This should include, without limitation, compliance with
      the "insider trading" rules applicable to the Company and its directors,
      officers and employees. In general terms, directors, officers and
      employees who have information of a confidential nature about the Company,
      should not use this information to buy, sell or otherwise trade in the
      Company's securities, This restriction extends to sharing such information
      with others. This is not a summary all such rules and regulations
      applicable to the Company and its employees, officers and
      directors.
 31
 
 3.
              Confidentiality
 Directors,
      officers and employees of the Company must maintain the confidentiality of
      confidential information entrusted to them by the Company or its suppliers
      or customers, except when disclosure is authorized by or required by
      applicable laws, regulations or legal proceedings. Confidential
      information includes all non-public information that might be of use to
      competitors of the Company, or harmful to the Company or its customers if
      disclosed. The interests of the Company must not be advanced through
      unethical or illegal business practices. Stealing proprietary information,
      possessing trade secret information that was obtained without the owner's
      consent is prohibited.
 
 4.
              Conflicts
      Of Interest
 All
      directors, officers and employees of the Company should avoid a conflict
      with regard to the interests of the Company and their own interests.
      Whenever an individual's personal interests are in discord with the
      interests of the Company, a conflict of interest may exist. Conflicts of
      interest are prohibited except with the approval of the Board of
      Directors.
 
 5.
              Fair
      Transactions
 Directors,
      officers and employees must interact with the Company's suppliers,
      customers and various regulatory authorities in a manner that does not
      take unfair advantage through misrepresentation of material facts, abuse
      of suppliers or of various regulatory authorities with which the Company
      deals. No one should take unfair advantage of anyone through manipulation,
      concealment or abuse of private
information.
 
 6.
              Personal
      vs. Corporate Opportunities
 Directors,
      officers and employees must not (a) use for their personal gain,
      opportunities that belong to the Company or are
      revealed  through the use of corporate information or position;
      (b) use corporate property or information for personal gain; and (c)
      engage in any activities that would enhance their own personal interests
      to the detriment of the interests of the
  Company.
 
 7.
              Public
      Company Requirements
 As
      a public company, the Company's public filings must be accurate and
      timely. A director, officer or employee may be called upon to provide
      necessary information to assure that the Company's reporting efforts are
      accurate, complete and reasonable. Directors, officers and employees are
      expected to provide accurate answers to inquiries related to the Company's
      public disclosure requirements. All of the Company's books, records, and
      financial information must be maintained so as to appropriately reflect
      the Company's transactions and must conform both to applicable legal
      requirements and effective internal
controls.
 
 8.
              Retaliation
 The
      Company will not permit retaliation against good faith reports or
      complaints of ostensible violations of this Code of Business Conduct and
      Ethics or other unethical or illegal
behavior.
 
 9.
              Use
      of Company Assets
 All
      directors, officers and employees should protect the assets of the Company
      and ensure that they are used for the purpose for which they were
      acquired. Company assets should be used only for legitimate business
      purposes.
    32
   16.C.
 PRINCIPAL ACCOUNTANT FEES AND SERVICES
 The
aggregate amounts billed by our auditors to us for each of the year ended
November 30, 2007, and the fiscal year ended November 30, 2006 ("Fiscal 2006")
for audit fees, audit-related fees, tax fees and all other fees are set forth
below:
  Year
      Ended
                November30,
      2007
              Year
      Ended
                November 30,
      2006Audit
      Fees(1)
              $41,500
              $NilAudit-Related
      Fees(2)
              Nil
              NilTax
      Fees(3)
              Nil
              NilAll
      Other Fees
              345
              NilTotals
              $41,845
              $Nil
 
 (1)
       "Audit Fees" represent an estimate of the fees for the audit of our
      annual financial statements and for the audit of financial statements
      prepared as at May 31, 2007.
  (2)  "Audit-Related
      Fees" represent fees for assurance and related services that are related
      to the performance of the audit.
 (3)  "Tax
      Fees" represent fees for tax compliance, tax advice and tax
      planning.
 The Audit
Committee has adopted procedures requiring Audit Committee review and approval
in advance of all particular engagements for services provided by our
independent auditors.  Consistent with applicable laws, the procedures
permit limited amounts of services, other than audit, review or attest services,
to be approved by one or more members of the audit committee pursuant to
authority delegated by the audit committee, provided the audit committee is
informed of each particular service.
 
 16.D.
 EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
 Not
Applicable.
 
 16.E.
 PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
PURCHASERS
 Not
Applicable.
      33
  
 PART
III
 
 ITEM
17.  FINANCIAL STATEMENTS
 See the
Financial Statements and Exhibits listed in Item 19 hereof and filed as part of
this Annual Report.  These financial statements were prepared in accordance
with U.S. GAAP and are expressed in Canadian dollars.
 
 ITEM
18.  FINANCIAL STATEMENTS
 Not
applicable.
 
 ITEM
19.  EXHIBITS
  Exhibit
                  Number
                Description of
      Document4.1
                Audit
      Committee Charter4.2
                Share
      Exchange Agreement4.3
                1645194
      Ontario Inc. Consulting Agreement12.1
                Certification
      of President Pursuant to Rule 13a-14(a) under the Securities Exchange Act
      of 1934, as amended12.2
                Certification
      of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities
      Exchange Act of 1934, as amended13.1
                Certification
      of President Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
      Section 906 of the Sarbanes-Oxley Act of 200213.2
                Certification
      of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
      Pursuant to Section 906 of the Sarbanes-Oxley Act of
    200215.2
                Schedule
      of Mining Claims
   34
  
 SIGNATURE
 
 
 The
registrant 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:
July 7, 2008
 Ungava
Mines Inc.
 Registrant
 
 
 /s/ Alan
Rootenberg
 Alan Rootenberg, Chief Financial
Officer
 
 
 35
   Audited
Financial Statements of Ungava Mines Inc. for the Years
 ended
November 30, 2007, 2006, and 2005
   
    Ungava
Mines Inc.
 (An
Exploration Stage Company)
 
 Consolidated
Financial Statements
 
 November
30, 2007 and 2006
    
    Ungava
Mines Inc.
 
 (An
Exploration Stage Company)
 
 Table
of Contents
 November
30, 2006 and 2005
 
   Auditors'
      Report
                  1Consolidated
      Financial StatementsBalance
      Sheets
                  2Statements
      of Operations and Deficit
                  3Statements
      of Cash Flows
                  4Statement
      of Shareholders’ Deficiency
                  5Notes
      to Financial Statements
                  6-14
       
     Report
of Independent Registered Public Accounting Firm
 
  To the
Shareholders and Board of Directors
 Ungava
Mines Inc.
 
 We have
audited the accompanying consolidated balance sheet of Ungava Mines Inc. (the
“Company”) as at November 30, 2007 and 2006 and the related consolidated
statements of operations and deficit and cash flows for the two years ended
November 30, 2007 and for the period from September 6, 1995 (date of inception)
to November 30, 2007.  These consolidated financial statements are the
responsibility of the Company’s management.  Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits. We did not audit the consolidated financial statements of Ungava Mines
Inc. for the period from September 6, 1995 (date of inception) to November 30,
2005. These consolidated financial statements were audited by other auditors
whose reports have been furnished to us and our opinion, insofar as it relates
to amounts for the period from September 6, 1995 (date of inception) to November
30, 2005, included in cumulative totals, is based solely upon the reports of
other auditors.
 
 We
conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the consolidated financial statements are free of material
misstatement.  An audit includes consideration of internal control
over financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting.  Accordingly, we express no such opinion.  An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements.  An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis
for our opinion.
 
 In our
opinion, based on our audits and the reports of other auditors, these
consolidated financial statements present fairly, in all material respects, the
consolidated financial position of Ungava Mines Inc. as at November 30, 2007 and
2006 and the consolidated results of its operations and deficit and its cash
flows for the two years ended November 30, 2007 and for the period from
September 6, 1995 (date of inception) to November 30, 2007 in accordance with
accounting principles generally accepted in the United States of
America.
 
 The
accompanying consolidated financial statements have been prepared assuming the
Company will continue as a going concern.  As discussed in Note 2 to
the consolidated financial statements, the Company has not generated any
revenues or profitable operations since inception and will need equity or debt
financing to begin realizing upon its business plan.  These factors
raise substantial doubt about the Company’s ability to continue as a going
concern.  The consolidated financial statements do not include any
adjustments that might result from the outcome of this
uncertainty.
 
 Signed: “MSCM LLP”
 
 Chartered Accountants
 Licensed Public
Accountants
 
 Toronto,
Ontario
 January
21, 2008
 
 Page
1
   
  Ungava
Mines Inc.
 (An
Exploration Stage Company)
 Consolidated
Balance Sheets
 (expressed
in Canadian dollars)
 November
30
 
 2007
                  
                  
                  2006Assets
                    Current
      assetsCash
                  
                  $
                  7,464
                  
                  
                  $
                  -Temporary
      investments
                  
                  
                  727,467Other
      receivables (Note
      10)
                  
                  
                  46,250
                  
                  
                  
                  -Loans
      receivable (Note
      4)
                  
                  
                  96,000Prepaid
      expenses
                  
                  
                  15,000
                  
                  
                  
                  -Total
      current assets
                  
                  
                  892,181
                  
                  
                  
                  -Mineral resource property(Note
      5)
                  
                  
                  1
                  
                  
                  
                  1Total
      assets
                  
                  $
                  892,182
                  
                  
                  $
                  1LiabilitiesCurrent
      liabilitiesAccounts
      payable and accrued liabilities
                  
                  $
                  340,650
                  
                  
                  $
                  -Due
      to related company (Note
      6)
                  
                  
                  1,885,004
                  
                  
                  
                  1,324,834Total
      current liabilities
                  
                  
                  2,225,654
                  
                  
                  
                  1,324,834Shareholders’
      deficiencyCapital
      stockAuthorizedUnlimited
      common sharesIssued
      and outstanding92,688,976(2006 – 8,281,431)
      common shares
                    (Note
      7)
                  
                  
                  2,338,119
                  
                  
                  
                  1,520,734Additional
      paid-in capital (Note
      9)
                  
                  
                  1,257,196
                  
                  
                  
                  -Deficit
      accumulated during the exploration stage
                  
                  
                  (4,928,787
                  )
                  
                  
                  (2,845,567
                  )Total
      shareholders’ deficiency
                  
                  
                  (1,333,472
                  )
                  
                  
                  (1,324,833
                  )Total
      liabilities and shareholders’ deficiency
                  
                  $
                  892,182
                  
                  
                  $
                  1The
      accompanying notes are an integral part of these consolidated financial
      statements.
  Approved
      by the Board:Signed:
      “David
      Hynes”
                  Signed:
      “Glen
      Gasparini”Director
                  Director
   Page
2
    
   Ungava
Mines Inc.
 (An
Exploration Stage Company)
 Consolidated
Statements of Operations and Deficit
 (expressed
in Canadian dollars)
 
 Year
      ended November 30, 2007
                  
                  
                  Year
      ended November 30,
                    2006
                  
                  
                  Year
      ended November 30,
                    2005
                  
                  
                  Cumulative
      from September 6, 1995 (inception) to November 30, 2007General
      and administrative expensesStock-based
      compensation (Note
      9
                  
                  $
                  1,222,200
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  1,222,200Professional
      fees
                  
                  
                  623,595
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  649,308Consulting
      and management fees – related party (Note
    10)
                  
                  
                  112,080
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  112,080Consulting
      and management fees
                  
                  
                  68,682
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  830,299Office
      and general
                  
                  
                  35,135
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  44,561Travel
      and entertainment
                  
                  
                  31,293
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  42,897Write-down
      of mineral properties
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,342,220Interest
      expense
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  4,6712,092,985
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  4,248,236Other
      income (expense)Interest
      earned
                  
                  
                  9,765
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  9,765Write-down
      of temporary investments
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (649,879
                  )Loss
      on sale of securities
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (40,437
                  )9,765
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (680,551
                  )Net
      loss for the period
                  
                  
                  (
      2,083,220
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (4,928,787
                  )Deficit,
      beginning of period
                  
                  
                  (
      2,845,567
                  )
                  
                  
                  (2,845,567
                  )
                  
                  
                  (2,845,567
                  )
                  
                  
                  -Deficit,
      end of period
                  
                  $
                  (4,928,787
                  )
                  
                  $
                  (2,845,567
                  )
                  
                  $
                  (2,845,567
                  )
                  
                  $
                  (4,928,787
                  )Basic
      and diluted loss per share
                  
                  $
                  (0.08
                  )
                  
                  $
                  -
                  
                  
                  $
                  -Weighted
      average number of shares outstanding
                  
                  
                  27,346,532
                  
                  
                  
                  8,281,431
                  
                  
                  
                  8,281,431The
      accompanying notes are an integral part of these consolidated financial
      statements.
 
 
 Page
3
   
    Ungava
Mines Inc.
 (An
Exploration Stage Company)
 Consolidated
Statements of Cash Flows
 (expressed
in Canadian dollars)
 
 Year
      ended November 30,
                    2007
                  
                  
                  Year
      ended November 30,
                    2006
                  
                  
                  Year
      ended November 30,
                    2005
                  
                  
                  Cumulative
      from September 6, 1995 (inception) to November 30, 2007Cash
      flow from operating activitiesNet
      loss for the period
                  
                  $
                  (2,083,220
                  )
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  (4,928,787
                  )Items
      not involving cashStock-based
      compensation
                  
                  
                  1,222,200
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,222,200Write-down
      of mineral resource properties
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,342,220Write-down
      of temporary investments
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  649,879Loss
      on sale of securities
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  40,437(861,020
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (1,674,051
                  )Net
      changes in non-cash working capital items:Increase
      in receivables and prepaid expenses
                  
                  
                  (157,250
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (157,250
                  )Increase
      in accounts payable and accruals
                  
                  
                  340,650
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  340,650Cash
      used in operating activities
                  
                  
                  (677,620
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (1,490,651
                  )Cash
      flow from investing activitiesPurchase
      of temporary investments
                  
                  
                  (727,467
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (1,417,783
                  )Investment
      in mining property
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (1,342,221
                  )Cash
      used in investing activities
                  
                  
                  (727,467
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (2,760,004
                  )Cash
      flow from financing activitiesProceeds
      from issue of share capital
                  
                  
                  817,385
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  2,338,119Repayment
      of amount due to related company
                  
                  
                  (824,834
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Advance
      from related company
                  
                  
                  1,420,000
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,920,000Cash
      provided by financing activities
                  
                  
                  1,412,551
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  4,258,119Increase
      in cash
                  
                  
                  7,464
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  7,464Cash,
      beginning of period
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Cash,
      end of period
                  
                  $
                  7,464
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  7,464
 
 
 Page
4
    
   Ungava
Mines Inc.
 (An
Exploration Stage Company)
 Consolidated
Statements of Shareholders’ Deficiency
 (expressed
in Canadian dollars)
 
 Number
      of Common Shares
                  
                  
                  Amount
                  
                  
                  Additional
      Paid-in Capital
                  
                  
                  Deficit
                    During
      the Development
                    Stage
                  
                  
                  Accumulated
      Other Comprehensive
                    Income
                  
                  
                  TotalB 
      Balance on incorporation, February 23, 2007
                  
                  
                  89,999,999
                  
                  
                  $
                  1,000
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  1,000T  Transfer of shares of
      Ungava   Mineral Exploration Inc.(Note
7)
                  
                  
                  1
                  
                  
                  
                  1,520,734
                  
                  
                  
                  -
                  
                  
                  
                  (2,845,567
                  )
                  
                  
                  -
                  
                  
                  
                  (1,324,833
                  )S  Share subscription by
      Nearctic Nickel Mines Inc.(Note
7)
                  
                  
                  -
                  
                  
                  
                  824,833
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  824,833Is  Issuance of shares in
      recapitalization(Note
7)
                  
                  
                  2,689,000
                  
                  
                  
                  (8,448
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (8,448
                  )S  Stock-based
      compensation(Note
9)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,257,196
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,257,196F  
      Fractional shares cancelled
                  
                  
                  (24
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -N 
      Net loss for the year
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (2,083,220
                  )
                  
                  
                  
                  
                  
                  
                  (2,083,220
                  )Balance,
      November 30, 2007
                  
                  
                  92,688,976
                  
                  
                  $
                  2,338,119
                  
                  
                  $
                  1,257,196
                  
                  
                  $
                  (4,928,787
                  )
                  
                  $
                  -
                  
                  
                  $
                  (1,333,472
                  )
 
 
 Page
5
    
   Ungava
Mines Inc.
 (An
Exploration Stage Company)
 Notes
to Consolidated Financial Statements
 (expressed
in Canadian dollars)
 November
30, 2007, 2006, 2005
 
 1.Corporate
Organization
 a)
                  Ungava
      Mines Inc. (“the Company” or “Mines”) was incorporated in February 2007 as
      a wholly owned subsidiary of Nearctic Nickel Mines Inc. (“NNMI”). In March
      2007, NNMI transferred its wholly-owned Quebec subsidiary, Ungava Mineral
      Exploration Inc. (“UMEI”), to Mines on a tax-free rollover basis. UMEI
      owns the interest in the mineral resource property described in Note 5. As
      part of the consideration, Mines agreed to pay $500,000 to NNMI and assume
      all future costs of the litigation related to the mineral property. It was
      also agreed that NNMI has a half interest in any amounts recovered in
      certain pending litigation in
Ontario.
 
 b)
                  On
      August 22, 2007, through a series of transactions, NNMI acquired control
      of Byron Americor Inc. (“Byron”), an Ontario company whose common shares
      trade on the NASDAQ OTC BB market (UGVMF). In one transaction NNMI
      acquired 14,131,638 Byron common shares for consideration of $1,000. In
      another transaction, NNMI transferred to Byron all the outstanding shares
      and share purchase warrants of Mines and 5,000,000 NNMI share purchase
      warrants exercisable at $0.75 per share for five years, in exchange for
      75,868,362 Byron common shares and 10,000,000 Byron common share
      purchase warrants exercisable at $0.75 per share for five years. After the
      transaction, 92,688,976 common shares of Byron were outstanding of which
      90,000,000 were held by NNMI. Byron had been a shell company with nominal
      assets and limited liabilities.
 
 c)By Articles
      of Amalgamation, effective September 21, 2007, Byron and Mines amalgamated
      and continues under the name Ungava Mines
Inc.
 
 The
transaction is a capital transaction in substance and therefore has been
accounted for as a recapitalization of Byron. Accordingly, because Mines is
deemed to be the purchaser for accounting purposes, these consolidated financial
statements are presented as a continuation of Mines and its subsidiary UMEI and
include the results of operations of Mines and its subsidiary UMEI since
inception.
 
 2.Nature of
Operations and Going Concern
 The
Company has an interest in a mineral property as described in Note 5. The
property is the subject of a purported Bankable Feasibility Study (“BFS”) which
was issued in June 2007 by Canadian Royalties Inc. (“Canadian”). While the BFS
indicates that a mine may be established on the mineral property, the continued
operations of the Company and the recoverability of the amount shown
for the mineral resource property are dependent upon the activities of
Canadian, confirmation of the extent of the Company's ownership interest in the
claims, the ability of the Company to obtain necessary ongoing financing and
upon future profitable production from the mineral property, or alternatively
upon the Company's ability to dispose of its interest on an advantageous
basis.  The Company has not earned any revenue from extraction
activities to date and is therefore considered to be in the exploration
stage.
  These
consolidated financial statements have been prepared according to accounting
principles generally accepted in the United States of America applicable to a
going concern which assumes that the Company will be able to realize its assets
and discharge its liabilities in the normal course of business for the
foreseeable future.  The Company has suffered recurring losses from
operations that raise doubt about its ability to continue as a going concern.
The continuing operations of the Company are dependent upon its ability to
obtain the necessary financing to maintain and enhance its resource properties
and to meet ongoing administration expenses and related liabilities as they fall
due.
    Page
6
 
   
   Ungava
Mines Inc.
 (An
Exploration Stage Company)
 Notes
to Consolidated Financial Statements
 (expressed
in Canadian dollars)
 November
30, 2007, 2006, 2005
  3.Summary of
Significant Accounting Policies
 These
consolidated financial statements have been prepared in accordance with
generally accepted accounting principles accepted in the United States of
America.  The consolidated financial statements, in management’s
opinion, have been properly prepared within reasonable limits of materiality and
within the framework of the significant accounting policies summarized
below:
 
 Development
      stage company
 The
      Company is a development stage company as defined in Statement of
      Financial Accounting Standards (“SFAS”) No. 7 “Accounting and Reporting by
      Development Stage Enterprises”.  For the purpose of providing
      cumulative amounts for the statements of operations and cash flows, the
      cumulative amounts from UMEI are to be considered losses for the period
      from inception to November 30,
2007.
 
 Principles
      of consolidation
 These
      consolidated financial statements include the accounts of the Company and
      its wholly owned subsidiary, Ungava Minerals Exploration
      Inc.  All significant inter-company accounts and balances have
      been eliminated.
 
 Cash
and cash equivalents
 Cash is
comprised of cash on hand.  Cash equivalents are short-term, highly
liquid investments with original maturities of three months or less that are
readily convertible to known amounts of cash and which are subject to an
insignificant risk of change in value. To limit its credit risk exposure in
excess of insured amounts, the Company places its deposits with financial
institutions with high credit standing.
 
 Temporary
      investments
 Temporary
      investments are classified as “available for sale” and recorded at fair
      value.  Realized gains and losses are reported in earnings of
      the period while any unrealized holding gains or losses are reported as a
      separate component of shareholders’ equity until
  realized.
 
 Mineral
      resource properties
 The
      Company capitalizes acquisition costs and expenses, as incurred,
      exploration costs relating to unproven mineral properties.  When
      proven and probable reserves are determined for a property and a
      feasibility study prepared, then subsequent exploration and development
      costs of the property would be capitalized.  The capitalized
      costs of such properties, along with any acquisition costs, are assessed
      periodically for recoverability of carrying
  values.
 
 Environmental
expenditures and asset retirement obligations
 The
business conducted by the Company may be affected by environmental legislation
and possible future changes thereto, the impact of which is not
predictable.  Environmental expenditures that relate to ongoing
environmental and reclamation programs are charged against earnings as incurred
or capitalized and amortized depending on their future economic
benefits.
 
 The
Company recognizes the fair value of a liability for an asset retirement
obligation in the period in which it is incurred when a reasonable estimate of
fair value can be made.  If a reasonable estimate of fair value cannot
be made in the period the asset retirement obligation is incurred, the liability
is recognized when a reasonable estimate of fair value can be
made.
  Page
7
 
  
  Ungava
Mines Inc.
 (An
Exploration Stage Company)
 Notes
to Consolidated Financial Statements
 (expressed
in Canadian dollars)
 November
30, 2007, 2006, 2005
   3.
                  Summary
      of Significant Accounting Policies (continued)
  Environmental expenditures and asset
retirement obligations (continued)
 The
Company has determined that there are no asset retirement obligations, nor any
other environmental obligations associated with respect to its mineral
properties, and therefore no liability has been recognized in these consolidated
financial statements.
 
 Use
      of estimates
 The
      process of preparing financial statements in conformity with accounting
      principles generally accepted in the United States of America requires the
      use of estimates and assumptions regarding certain types of assets,
      liabilities, revenues and expenses.  Such estimates primarily
      relate to unsettled transactions and events as of the date of the
      consolidated financial statements.  Accordingly, upon
      settlement, actual results may differ from estimated
    amounts.
 
 Income
      taxes
 The
      Company uses the liability method of accounting for income taxes pursuant
      to Statement of Financial Accounting Standards No. 109 “Accounting for
      Income Taxes” (“FAS 109”).  Under the asset and liability method
      of FAS 109, deferred tax assets and liabilities are recognized for the
      future tax consequences attributable to temporary differences between the
      consolidated financial statements carrying amounts of existing assets and
      liabilities and loss carryforwards and their respective tax
      bases.  Deferred tax assets and liabilities are measured using
      enacted tax rates expected to apply to taxable income in the years in
      which those temporary differences are expected to be recovered or
      settled.
 
 Advertising
      and marketing
 Advertising
      and marketing costs are expensed in the period
  incurred.
 
 Basic
      and diluted loss per share
 The
      Company computes net income (loss) per share in accordance with SFAS No.
      128, "Earnings per Share". SFAS No. 128 requires presentation of both
      basic and diluted earnings per share (EPS) on the face of the income
      statement. Basic EPS is computed by dividing net income (loss) available
      to common shareholders (numerator) by the weighted average number of
      shares outstanding (denominator) during the period. Diluted EPS gives
      effect to all dilutive potential common shares outstanding during the
      period using the treasury stock method and convertible preferred stock
      using the if converted method. In computing diluted EPS, the average stock
      price for the period is used in determining the number of shares assumed
      to be purchased from the exercise of stock options or warrants. Diluted
      EPS excludes all dilutive potential shares if their effect is
      anti-dilutive. Basic and diluted EPS is computed using the weighted
      average number of common shares outstanding.  Diluted EPS and
      the weighted average number of common shares exclude all dilutive
      potential shares since their effect is anti
  dilutive.
 
 Fair
value of financial instruments
 The
carrying value of the Company’s cash, temporary investments, loans and other
receivables and accounts payable and accrued liabilities approximates fair value
due to the short-term maturity of the instruments.  The fair values of
the amounts due to and from related parties are not determinable due to the
related party nature of these amounts.
   
 Page
8
   
   Ungava
Mines Inc.
 (An
Exploration Stage Company)
 Notes
to Consolidated Financial Statements
 (expressed
in Canadian dollars)
 November
30, 2007, 2006, 2005
 3.
                  Summary
      of Significant Accounting Policies (continued)
  Comprehensive income (loss)
 The
Company has no items of other comprehensive income (loss) for the year ended
November 30, 2007.
 
 New
accounting pronouncements
 In May
2005, FASB issued SFAS No. 154 “Accounting Changes and Error Corrections”, a
replacement of APB Opinion No. 20 and FASB Statement No. 3, which is effective
for fiscal years beginning after December 15, 2005. SFAS No. 154 requires that
changes in accounting policy be accounted for on a retroactive basis. The
adoption of this standard had no significant effect on the Company’s results of
operations or financial position.
 
 In July
2006, FASB issued Financial Instrument No. 48, "Accounting for Uncertainty in
Income Taxes - an interpretation of FASB Statement No. 109 ("FIN 48"), which is
a change in accounting for income taxes. FIN 48 specifies how tax benefits for
uncertain tax positions are to be recognized, measured, and derecognized in
financial statements; requires certain disclosures of uncertain tax matters;
specifies how reserves for uncertain tax positions should be classified on the
balance sheet; and provides transition and interim period guidance, among other
provisions. FIN 48 is effective for fiscal years beginning after December 15,
2006.The Company
is currently evaluating the impact of FIN 48 but does not expect that it will
have a material impact on its consolidated financial statements.
 
 In
September 2006, the FASB issued SFAS No. 157, “Fair Value
Measures”.  This Statement defines fair value, establishes a framework
for measuring fair value in generally accepted accounting principles (GAAP),
expands disclosures about fair value measurements, and applies under other
accounting pronouncements that require or permit fair value
measurements.  SFAS No. 157 does not require any new fair value
measurements.  However, the FASB anticipates that for some entities,
the application of SFAS No. 157 will change current practice.  SFAS
No. 157 is effective for fiscal years beginning after November 15,
2007.  The Company is currently evaluating the impact of SFAS No. 157
but does not expect that it will have a material impact on its consolidated
financial statements.
 
 In
September 2006, the SEC issued Staff Accounting Bulletin (“SAB”) No. 108,
“Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements”.  SAB No. 108
addresses how the effects of prior year uncorrected misstatements should be
considered when quantifying misstatements in current year financial
statements.  SAB No. 108 requires companies to quantify misstatements
using a balance sheet and income statement approach and to evaluate whether
either approach results in quantifying an error that is material in light of
relevant quantitative and qualitative factors.  SAB No. 108 is
effective for periods ending after November 15, 2006.  The Company
adopted SAB No. 108 which did not have a material effect on its consolidated
financial statements.
 
 In
February 2007, the FASB issued SFAS No. 159 (“SFAS 159”), “The Fair Value Option
for Financial Assets and Financial Liabilities”.  SFAS 159 permits
companies to choose to measure certain financial instruments and certain other
items at fair value.  Unrealized gains and losses on items for which
the fair value has been elected are reported in earnings.  SFAS 159 is
effective for fiscal years beginning after November 15, 2007. The impact on the
Company’s financial position and results of operations if SFAS 159 were adopted
would not be material.
   Page
9
   
   Ungava
Mines Inc.
 (An
Exploration Stage Company)
 Notes
to Consolidated Financial Statements
 (expressed
in Canadian dollars)
 November
30, 2007, 2006, 2005
  
 4.
                  Loan
      Receivable
 On
      November 9, 2007, a loan of $96,000 was issued to 1645194 Ontario Inc.
      (“1645194”), a related party of the Company. This amount is to be repaid
      through services provided by 1645194 in the 12 months commencing January
      1, 2008. 1645194 is controlled by the spouse of a former
      director.
 
 5.
                  Mining
      Properties and Exploration Costs
 Pursuant
to an Agreement dated January 20, 1995, the Company acquired a 100% working
interest in mineral rights to approximately 170 square kilometers of land
located in the Ungava area of Ruperts Land, Quebec (the "Property"), subject to
two 1% net smelter returns royalties. During a prior year the Property was
written down to a nominal amount.  This write down occurred prior to
the Agreement with Canadian (as noted below).
 
 On
January 12, 2001, NNMI and the Company entered into an Agreement with Canadian
under which Canadian may earn up to an 80% interest in the
Property.  Canadian has been vested with a 70% interest in the
Property to date.  Under this Agreement, Canadian will earn a further
10% interest in the Property by producing a BFS on the Property, which is
acceptable by a financing bank or financing entity for the purpose of putting
the Property into commercial production on a non-recourse
basis.  After Canadian has earned its 80% interest, the companies will
enter into a joint venture.
 
 The
Company's interest will be subject to dilution for non contribution to
subsequent ongoing exploration and development expenses to be incurred in the
years following the banker’s acceptance of the BFS for a financing commitment
and, if reduced to a 10% joint venture interest, will be automatically converted
to a 1% net smelter returns royalty, which Canadian may purchase for
$1,500,000.
 
 In June
2007, Canadian published the highlights of a purported BFS and on June 29, 2007
published a Technical Report relating to this purported BFS indicating that it
was proceeding with permitting applications and an environmental and social
impact analysis.  The purported BFS proposes that the Property be put
into production and mined in conjunction with a deposit owned by
Canadian.  This is not in accordance with the Agreement. The Company
asserts that the purported BFS does not meet the terms of the Agreement with
Canadian because the BFS is not “final” or “acceptable” as is required of all
Feasibility Studies under Canadian National Instrument 43-101, nor has the BFS
been actually accepted by a bank or financing entity for purposes of financing
the Property into commercial production on a non-recourse basis, as is called
for by the Agreement. Additionally the purported BFS describes a mine plan in
which a property wholly owned by Canadian will be mined together with deposits
on the co-owned Property without a custom milling agreement having been put into
place. The Canadian BFS was finalized in August, 2007. In September 2007
Canadian announced that the purported BFS would be “updated” to include
production from the Mequillon deposit on the Property.  After Canadian
has earned its 80% interest, the companies will enter into a joint venture to
own, operate and further explore and develop the Property.  Canadian
has initiated the development of the Property as a Ni-Cu-PGE mining and milling
operation.
  
  Page
10
   
    Ungava
Mines Inc.
 (An
Exploration Stage Company)
 Notes
to Consolidated Financial Statements
 (expressed
in Canadian dollars)
 November
30, 2007, 2006, 2005
  6.       Due
to Related Company
 Advances
of $1,420,000 were received from NNMI, the Company’s parent, during the year
ended November 30, 2007. The advances are non-interest bearing, unsecured and
due on demand.
 
 A
      loan of $500,000 is owing to NNMI for advances of prior years. The loan is
      unsecured, due on demand and bears interest at a rate of 8% calculated
      from the date of demand.
 
 In
      addition, $34,996 is receivable from NNMI for 250,000 stock options that
      were initially granted in NNMI but later cancelled and replaced with
      250,000 options in Mines. The balance is non-interest bearing, unsecured
      and due on demand.
 
 7.
                    Capital
      Stock
 (a)
                    On
      incorporation of the Company in February 2007, 89,999,999 Common Shares
      were issued to NNMI for consideration of
$1,000.
 
 (b)
                    In
      March 2007, in exchange for the transfer of the shares of UMEI to the
      Company as described in Note 1 above, one common share was issued to NNMI
      for consideration of $1,520,734.
 
 (c)
                    In
      May 2007, one common share of UMEI was issued to NNMI for consideration of
      $824,833 as a reduction in the value of the loan payable to
      UMC.
 
 (d)
                    In
      August 2007, the Company completed a reverse merger with Byron such that
      the former shareholders of Byron held 2,689,000 common shares of the
      subsequently amalgamated entity.  Byron had been a shell company
      with net liabilities of $8,448 at the time of the
    transaction.
 
 8.
                    Warrants
 The
number, exercise price and expiry date of the common share purchase warrants
outstanding as at November 30, 2007, are as follows (see Note
7a(ii)):
  Warrants
                      Exercise
      Price
                      Expiry
      Date10,000,000
                      $0.75
                      August 31,
      2012
 9.       Stock
Options and Stock-Based Compensation
 The
Company has a Stock Option Plan under which it is authorized to grant options to
purchase up to 10% of the outstanding common shares of the Company to directors,
senior officers, employees and/or consultants of the Company. Options are
generally for a term of up to five years from the date granted and vest
immediately.
 
 The
following table reflects the continuity of options outstanding:
 
 Options
                    
                    
                    Weighted
      Average Exercise Price2007
                    
                    
                    2006
                    
                    
                    2007
                    
                    
                    2006Options
      granted
                    
                    
                    9,000,000
                    
                    
                    
                    -
                    
                    
                    $
                    0.60
                    
                    
                    $
                    -Outstanding,
      end of year
                    
                    
                    9,000,000
                    
                    
                    
                    -
                    
                    
                    $
                    0.60
                    
                    
                    $
                    -
 Page
11
   
   Ungava
Mines Inc.
 (An
Exploration Stage Company)
 Notes
to Consolidated Financial Statements
 (expressed
in Canadian dollars)
 November
30, 2007, 2006, 2005
 
 9.
                  Stock
      Options and Stock-Based Compensation -
continued
 
 The
weighted average remaining contractual life and weighted average exercise price
of options outstanding and exercisable as at November 30, 2007 are as
follows:
 
 Options
      Outstanding
                  
                  
                  Number
      ExercisableExercise
      Price
                  
                  
                  
                  
                  
                  Number Outstanding
                  
                  
                  Weighted
      Average Exercise
      Price
                  
                  
                  Weighted
      Average Remaining Contractual Life (years)
                  
                  
                  Number
      Exercisable
                  
                  
                  Weighted
      Average Exercise
      Price$
                  0.60
                  
                  
                  
                  a
                  )
                  
                  
                  8,600,000
                  
                  
                  $
                  0.60
                  
                  
                  
                  4.84
                  
                  
                  
                  8,600,000
                  
                  
                  $
                  0.60$
                  0.60
                  
                  
                  
                  b
                  )
                  
                  
                  400,000
                  
                  
                  $
                  0.60
                  
                  
                  
                  0.84
                  
                  
                  
                  400,000
                  
                  
                  $
                  0.609,000,000
                  
                  
                  $
                  0.60
                  
                  
                  
                  4.66
                  
                  
                  
                  9,000,000
                  
                  
                  $
                  0.60
 
 a)
                  On
      October 3, 2007, 6,200,000 stock options exercisable at $0.60 with an
      expiry date of September 30, 2012, were granted to the directors and
      certain consultants of the Company. On October 18, 2007, 2,400,000 stock
      options exercisable at $0.60 with an expiry date of September 30, 2012,
      were granted to the directors and certain consultants of the
      Company.
 b)
                  On
      October 3, 2007, 400,000 stock options exercisable at $0.60 with an expiry
      date of September 30, 2008, were granted to certain consultants of the
      Company.
 
 The
weighted average fair value of the stock options granted during fiscal 2007 was
estimated at $0.23 per option using the Black-Scholes model for pricing options.
The stock based compensation expense recognized was $1,222,200. The following
weighted average assumptions were used:
 
 Risk free
interest rate 4.29
%
 Dividend
yield  NIL
 Expected
stock volatility  100 %
 Expected
life     5 Years
 
 10.
                  Related
      Party Transactions
 (i)
                  The
      Company paid $101,350 in consulting fees to current and former officers of
      the Company.
 (ii)
                  The
      Company paid $10,730 in consulting fees to a director for services
      performed.
 (iii)
                  The
      Company has a $1,000 receivable included in other receivables which is due
      from NNMI for the 14,131,638 common shares
  issued.
 
 These
transactions are in the normal course of operations and are measured at the
exchange amount, which is the amount of consideration established and agreed by
the related parties.
 
 Page
12
   
   Ungava
Mines Inc.
 (An
Exploration Stage Company)
 Notes
to Consolidated Financial Statements
 (expressed
in Canadian dollars)
 November
30, 2007, 2006, 2005
 
 11. Income
Taxes
  The
      impact of the differences between the Company's reported income tax
      expense on operating results and the expense that would have otherwise
      resulted from the application of the statutory rate is as
      follows:2007
                    
                    
                    2006
                    
                    
                    2005Net
      loss for the year
                    
                    $
                    (2,083,220
                    )
                    
                    $
                    -
                    
                    
                    $
                    -Expected income tax (recovery) provision at Canadian statutory income tax
      rates
                      Tax effect of expenses not deductible for income tax
    purposes
                    
                    
                    400,255
                    
                    
                    $
                    -
                    
                    
                    $
                    -Tax
      effect of differences in the timing of deductibility of items for income
      tax purposes
                    
                    $
                    (677,047
                    )
                    
                    
                    -
                    
                    
                    
                    --
      capital cost allowance
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    --
      gain on sale of marketable securities
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Income
      tax recovery before valuation allowance
                    
                    
                    (276,791
                    )
                    
                    
                    -
                    
                    
                    
                    -Benefit of tax losses not recognized (utilization of losses carried
      forward)
                    
                    
                    276,791
                    
                    
                    
                    -
                    
                    
                    
                    -$
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -The components of future income tax assets (liabilities) are as
      follows:2007
                    
                    
                    2006
                    
                    
                    2005Non-capital
      losses carried forward
                    
                    $
                    276,791
                    
                    
                    $
                    924,809
                    
                    
                    $
                    924,809Resource
      deductions
                    
                    
                    436,222
                    
                    
                    
                    436,222
                    
                    
                    
                    436,222Cumulative
      eligible capital
                    
                    
                    1,560
                    
                    
                    
                    -
                    
                    
                    
                    -Future
      income tax assets
                    
                    
                    714,573
                    
                    
                    
                    1,361,031
                    
                    
                    
                    1,361,031Less:
      Valuation allowance
                    
                    
                    (714,573
                    )
                    
                    
                    (1,361,031
                    )
                    
                    
                    (1,361,031
                    )$
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
   At
      November 30, 2007, the Company had unused tax losses of approximately
      $852,000 to offset future taxable income. These losses expire to the
      extent unutilized by future taxable income as follows:2026
                  
                  $
                  490,0002027
                  
                  
                  362,000$
                  852,000A
      full valuation allowance has been provided to offset the net future tax
      asset due to the unpredictability of future income
streams.
 The
Company has a total of approximately $1,342,220 of various classes of resource
deductions available for carryforward to apply against taxable income of future
taxation years indefinitely, non-capital losses of approximately $852,000 that
expire over the years until 2027 and capital losses of $690,316 available
indefinitely to offset capital gains. The potential benefit of these losses has
not been recognized in these consolidated financial statements.
 Page
13
    
   Ungava
Mines Inc.
 (An
Exploration Stage Company)
 Notes
to Consolidated Financial Statements
 (expressed
in Canadian dollars)
 November
30, 2007, 2006, 2005
 
 12. Legal Actions
and Contingencies
  a)
                  The
      Company’s wholly owned subsidiary, UMEI, is a plaintiff in two actions,
      commenced against various parties, which are pending. The action in
      Ontario is for breach of contract and relates to the study of a rock
      sample collection gathered on UMEI's Property.  In the course of
      this action, UMEI learned that defendants had formed a collaboration
      with others who obtained samples from the Property obtained by trespass.
      UMEI is currently seeking to have these others joined as co-defendants in
      the action as well as a third party who facilitated that trespass. The
      action in Quebec is against parties who UMEI alleges, trespassed onto
      UMEI's property, wrote a false and misleading Assessment Report, and
      produced a falsified version of a geologist Report during the 2002
      arbitration proceeding with Canadian and also against parties who are
      alleged to have given false testimony at the 2002
    arbitration.
 
 b)
                  UMEI
      and certain past and present officers and directors have been named in a
      Quebec legal action filed by Canadian and two directors of Canadian.
      Damages in the amount of $1,550,000 and reimbursement of fees,
      disbursements and taxes in the amount of $741,933 for multiplicity of
      proceedings instituted against them by the Company, are sought, as well as
      other relief.  UMEI intends to defend itself and its directors
      in this action. The outcome of this matter cannot be determined at this
      time and no liability has been recorded in the consolidated financial
      statements. Any loss which might occur as a result of this action would be
      charged against earnings in the year
incurred.
 
 c)
                  UMEI
      had been named in a Quebec legal action whereby 582556 Alberta Inc.
      ("582556") sought the cancellation of the conveyance by which it
      transferred its 1% net smelter returns royalty in the Ungava Property to
      Canadian.  The conveyance occurred at the same time that an 80%
      interest in the Property was optioned to Canadian.  No damages
      were, however, claimed against
UMEI.
 
 d)
                  In
      September 2007 Canadian made a demand that it be vested in a further 10%
      interest in the Property and demanded arbitration. That demand is being
      resisted. An arbitration process has commenced.  The Company is
      resisting Canadian’s demand for vesting of the further 10% interest in the
      Property because the BFS delivered in purported satisfaction of the
      Agreement proposes the commingling of ore from a property wholly owned by
      Canadian with ore from the co-owned Property and because the BFS is not an
      “acceptable” or “final” Feasibility Study as required by Canadian National
      Instrument 43-101, nor has the BFS been actually accepted by a bank or
      financing entity for purposes of financing the Property into commercial
      production on a non-recourse basis, all asspecified in the
      Agreement
  
 
 Page
14