---

EXHIBIT 99.3

ENERGY METALS CORPORATIONManagement Discussion and
AnalysisYear Ended June 30, 2006

This Management Discussion and Analysis of ENERGY METALS
CORPORATION (the Company) provides analysis of the Companys financial results
for the year ended June 30, 2006. The following information should be read in
conjunction with the accompanying annual consolidated financial statements and
the notes to the annual consolidated financial statements.

|1.1 | Date of Report:                                  | September 22, 2006
|--- | ------------------------------------------------ | ------------------
|    |                                                  |                   
|1.2 | Nature of Business and Overall
      Performance

Energy Metals Corporation is a TSX-listed Canadian company
focused on advancing its industry leading uranium property portfolio towards
production in what is the world's largest uranium consumer market, the United
States of America. Energy Metals Corporation has extensive advanced property
holdings in Wyoming, Texas and New Mexico that are amenable to ISR (in-situ
recovery). This form of uranium mining was pioneered in Texas and Wyoming and
utilizes oxygenated groundwater to dissolve the uranium in place and pump it to
the surface through water wells. Energy Metals is also actively advancing other
uranium properties in the States of Colorado, Utah, Nevada, Oregon and Arizona.

SIGNIFICANT URANIUM
      PROPERTIESProperty
    Location
    Prior Operator
    Classification
    ResourceGrade %
    Tonnage
    mm poundsLa Palangana
    South Texas Uranium Belt
    Chevron Resources USA
    NI 43-101 Inferred Resource
    0.15
      1,906,000
    5.7Aurora
    South East Oregon
    Placer Amex
    NI 43-101 Indicated Resource
    0.051
      17,690,000
    18.3**Moore Ranch
    Powder River Basin  WY
    Conoco
    NI 43-101 Measured Resource
    0.10
      2,950,000
    5.9**Moore Ranch
    Powder River Basin  WY
    Conoco
    NI 43-101 Inferred Resource
    0.102
      43,6000
    0.9Hosta Butte
    McKinley County  NM 
    NZ Uranium LLC
    NI 43-101 Indicated Resource
    0.112
      5,279,000
    11.8Crownpoint
    McKinley County  NM
    Conoco
    NI 43-101 Indicated Resource
    0.099
      7,933,000
    15.7**Peterson
    Powder River Basin  WY
    Cogema
    NI 43-101 Indicated Resource
    0.091
      1,005,000
    1.8**Red Rim
    Sweetwater County, WY
    Union Carbide
    NI 43-101 Indicated Resource
    0.17
      336,000
    1.1**Red Rim
    Sweetwater County, WY
    Union Carbide
    NI 43-101 Inferred Resource
    0.16
      472,900
    1.5Jab
    Great Divide Basin  WY
    Wold Resources
    Historic Resource*
    0.071
    2,817,000
    4.0Antelope
    Great Divide Basin  WY
    Newpark Resources
    Historic Resource*
    0.07
    10,714,000
    15.0DW Block
    Great Divide Basin  WY
    Conoco - Texas Gulf
    Historic Resource*
    0.07
    8,571,000
    12.0AC Block
    Great Divide Basin  WY
    OPI Western
    Historic Resource*
    0.04
    11,250,000
    9.0Twin Buttes
    Great Divide Basin  WY
    Kerr McGee
    Historic Resource*
    0.12
    2,083,000
    5.0RM Block
    Great Divide Basin  WY
    Rocky Mountain Energy
    Historic Resource*
    0.04
    5,000,000
    4.0Nine Mile
    Natrona County  WY
    Rocky Mountain Energy
    Historic Resource*
    0.05
    8,181,000
    9.0Frank M
    Shootaring Canyon  UT
    Plateau Resources
    Historic Resource*
    0.12
    1,458,000
    3.5San Rafael
    Green River  UT
    Conoco - Union Carbide
    Historic Resource*
    0.16
    625,000
    2.0Velvet
    Lisbon Valley  UT
    Union Carbide
    Historic Resource*
    0.43
    231,000
    2.0


---

2

*Tonnages for the Historic Resources are calculated 
  **NI 43-101s were released subsequent to June 30, 2006 
  It should be noted that, except where indicated, the historical resources reported
  are based on third party reports and such estimates, although relevant, should
  not be relied upon or considered a defined resource according to NI 43-101 standards.
  National Instrument technical reports have been completed for the Aurora, Crownpoint,
  Hosta Butte, La Palangana, Peterson, Moore Ranch, and Red Rim properties. Copies
  of these reports can be found on the Companys website.

ENERGY METALS CORPORATION LAND HOLDINGSSTATE
    CLAIMS ACRES
    LEASES ACRES
    TOTAL ACRESArizona
    5,900
    1,900
    7,800Colorado
    22,860
    1,435
    24,295New Mexico
    0
    8,792
    8,792Nevada
    2,440
    0
    2,440Oregon
    360
    0
    360South Dakota
    0
    2,300
    2,300Texas
    0
    6,208
    6,208Utah
    8,000
    10,400
    18,400Wyoming
    65,960
    75,256
    141,216Total
    105,520
    106,291
    211,811


This table does not include properties acquired as a result of
the Quincy Energy Corp. acquisition.

July 1, 2005 to June 30, 2006

Highlights:

During the last 12 months, the Company achieved its goals of
raising exploration and development funds, acquiring new resources,
reclassifying historical resources to NI 43-101 standards, hiring production
personnel, and listing on the TSX.

Specifically, the Company raised $71.35M in two brokered and
two non-brokered financings. The Company also acquired two TSE-V listed
companies actively engaged in uranium exploration, Standard Uranium Inc. and
Quincy Energy Corp., by way of plans of arrangement. These acquisitions provided
the Company with a licensed uranium ISR processing facility, numerous
advanced-stage uranium properties, and experienced personnel.

The Company acquired, through staking, numerous prospective
uranium properties throughout Wyoming, South Dakota, and Colorado. These include
claims blocks in Custer and Fall River Counties in South Dakota, the Red Rim
property in Wyoming, and the Skull Creek property in Colorado. Additional
properties were also acquired through auction, and the plans of arrangement.

Two regional production offices were opened: one in Texas and
one in Wyoming and staffed by experienced ISR personnel.

The company also increased its expertise on its Board of
Directors and Technical Advisory Board and appointed a President for the
Companys US subsidiary, Energy Metals Corporation (US).

In June 2006, the Company moved from the TSX-Venture exchange
to the TSX.

|1. | Financings
|-- | ----------

---

3

On December 2, 2005, the Company completed a non-brokered
private placement for 2,000,000 shares at a price of $3.10 per share for gross
proceeds of $6,200,000. A finders fee of $124,000 was paid in connection with
the private placement. On December 22, 2005 the Company completed a non-brokered
private placement for 2,000,000 shares at a price of $3.15 per share for gross
proceeds of $6,300,000. A finders fee of $141,750 was paid in connection with
the private placement.

In April 2006, Energy Metals completed a brokered private
placement of 5,500,000 units at a price of $5.50 for gross proceeds of
$30,250,000. Each unit consisted of one common share and one half of one common
share purchase warrant. Each whole warrant is exercisable for a period of two
years at a price of $6.50 per share. The offering was made through Sprott
Securities Inc., GMP Securities L.P. and their respective US broker dealer
affiliates acting as selling agents. Total compensation paid to the selling
agents was $1,210,000 in cash commission and an aggregate of 220,000
compensation options exercisable for a period of two years from the closing
date, into one common share price of CDN $5.50 per share. Energy Metals
completed a non-brokered private placement of 5,200,000 units at a price of
$5.50 for gross proceeds of $28,600,000. Each unit consisted of one common share
and one half of one common share purchase warrant. Each whole warrant is
exercisable for a period of two years at a price of $6.50 per share.

The proceeds of these private placements were used to fund
further exploration and development of the La Palangana uranium property in
Texas, refurbishment of the Hobson uranium processing facility, the advancement
of its Wyoming properties, and for general corporate purposes.

|2. | Mergers and Acquisitions
|-- | ------------------------

On March 10, 2006, Energy Metals completed the acquisition of
all of the issued and outstanding shares of Standard Uranium Inc. by way of plan
of arrangement under the laws of British Columbia. Standard Uranium obtained
both shareholder and court approval, on March 10, 2006. Pursuant to the plan of
arrangement, Energy Metals acquired all of the issued and outstanding common
shares of Standard Uranium on the basis of 0.64 common shares of Energy Metals
for each common share of Standard Uranium

Through the acquisition of Standard Uranium, the Company
obtained the Hobson Uranium ISR Processing Facility and the La Palangana deposit
(NI 43-101 Inferred Resource of 5,700,000 lbs U3O8@
0.15%),in Texas. The plant is currently undergoing major renovations to
increase its capacity 500,000 lbs to 1,000,000 lbs annually, and will utilize
some of the latest technology in process control. The Hobson Facility will also
operate a deep injection well located near the plant for the purpose of waste
water disposal.

On July 10, 2006, Energy Metals completed the business
combination with Quincy Energy by way of a plan of arrangement and Quincy Energy
became a wholly-owned subsidiary of Energy Metals Corporation. Quincy Energys
uranium properties in Arizona, Wyoming, New Mexico, Oregon and Ontario
complement the Companys already significant land holdings. Two of Quincys
properties, Crownpoint and Hosta Butte, New Mexico, have resource estimates that
are NI 43-101-compliant. Crownpoint has an NI 43-101 Indicated Resource of
15.7mm lbs U3O8(7,933,000 tonnes @ 0.99%
eU3O8.)and Hosta Butte has an NI 43-101
Indicated Resource of 11.8mmlbs U3O8 (5,279,000 tonnes @
0.112% eU3O8.)

|3. | Sale of Property
|-- | ----------------

In June 2006, Energy Metals sold its interest in federal lode
mining claims covering a portion of the Dewey Burdock deposit in Fall River and
Custer Counties, South Dakota to Powertech Uranium Corporation (TSXV-PWE).
Energy Metals received 1,000,000 shares of Powertech Uranium and 1,250,000
warrants, each with the right to purchase one full share of Powertech Uranium at
the price of $1.00 any time until May 11, 2007. This share disbursement is
payment for the assignment of said claims. Energy Metals has reserved and
retained a sliding scale production royalty ranging from 2% for yellowcake
prices below US $25/lb to 4% for yellowcake prices in excess of US$40/lb. This
sale and royalty arrangement with Powertech Uranium is an example of Energy
Metals' strategy of working with quality junior companies to maximize value and
progress its non-essential property portfolio towards production, while allowing
the company to concentrate on the development of its core ISR projects in
Wyoming and Texas.

|4. | New Properties and Historical Databases
|-- | ---------------------------------------

---

4

Throughout the past year, the Companys wholly-owned
subsidiary, Energy Metals Corporation (US), acquired, by staking and by lease,
the Peterson project, formerly explored by Malapai Resources Ltd. In addition,
the Company completed the acquisition of an additional 600 acres internal to the
SD claims and, as a result, controls the surface and mineral rights covering the
Moore Ranch uranium deposit in Campbell County, Wyoming.

The Company further acquired approximately 4,750 acres of
prospective uranium holdings in South Dakota. The acquisition includes a cash
purchase of 32 unpatented mining claims in Fall River County, southwestern South
Dakota, from a single vendor. Late in 2005, the Company acquired, by competitive
sealed bid, 16 New Mexico State Land Office Mining Leases for general mining.
These leases are primarily located within the Grants Uranium District,
principally in McKinley County. In June 2006, the Company acquired a uranium
property in Colorado: the Skull Creek project. The Skull Creek Project (the
Property) comprises 197 claims covering approximately 3,940 acres located on
public lands administered by the Bureau of Land Management and 1,280 acres of
State of Colorado leases and pending leases. The original position of 72 claims
was acquired in the Standard Uranium Inc. merger.

In the fall of 2005, the Company acquired all of the uranium
exploration and development files of United Nuclear Corporation, as well as all
the intellectual property assets including the uranium exploration and
development files of the Wold Nuclear Company. With these purchases, Energy
Metals owns extensive collections of data for Wyoming and New Mexico, with
smaller but important amounts of data for other states including Colorado, Utah,
California, South Dakota, Montana, and Idaho. Of particular importance to Energy
Metals is the inclusion of geologic data and hundreds of drill logs for the
Companys Antelope Project in Wyoming, as well as drill logs for 6 other
properties currently held by the Company in the Great Divide Basin. Historical
data for several of the Companys other projects in the Shirley Basin and Powder
River Basin have also been obtained.

|5. | Personnel
|-- | ---------

On December 1, 2005, the Company appointed Dr. Dennis Stover, a
leading ISR expert, as President of the Companys US subsidiary, Energy Metals
Corporation (US).

Dr. Stover is responsible for the commercial development of
Energy Metals Corporations substantial U.S. uranium assets. After earning a
B.A. in Chemistry from Kalamazoo College and a Ph.D. in Chemical Engineering at
the University of Michigan, he joined Atlantic Richfield Company where he was
instrumental in the development of In-Situ Uranium Recovery technology and the
Clay West Project, the first commercial-scale U.S. In-Situ Uranium project. He
then joined Everest Minerals Corporation where he served as Chief Engineer for
11 years. During that time, the Highland ISR Uranium Project was developed,
along with several Texas projects including Hobson. From 1989 until 2002, he
served as Vice President, Engineering and Project Development for Rio Algom
Mining Corp. where he directed the design, construction, and start up of the
Smith Ranch ISR Uranium Project. In 2002, Dr. Stover led a private consulting
firm which provided technical services to both domestic and international
uranium mining ventures.

In the fall of 2005, the Company announced the appointment of
Mr. Stephen Morzenti, M.Sc., P.E., P.G., as the Companys Chief Technical
Advisor, and the appointment of William Lupien to its Board of Directors.

Mr. Morzenti, has over 30 years of progressive experience in
natural resource project management, operations, technical management and
permitting and regulatory compliance. Mr. Morzenti has extensive experience with
ISL operations and was instrumental in the exploration, development, permitting
and operations of the Highland Uranium Project which was completed on time and
under budget and exceeded production expectations. Mr. Morzenti will assist in
the oversight and direction of the Company's operations in Wyoming.
Specifically, he will be responsible for recruiting a technical crew to staff
EMC's Casper office, and provide direction and technical expertise in developing
the Company's ISR opportunities within Wyoming.

Mr. Lupien brings over 40 years of public market financial
expertise and US equity market exposure to the Company's board. Mr. Lupien was a
specialist on the Pacific Stock Exchange from 1968 until 1983, responsible for
trading in the securities of many public companies including IBM, Ford Motor,
Occidental Petroleum, Pfizer, Cyprus Mines, Warner Lambert, Bethlehem Steel,
Digital Equipment, Caesar's World, Harrah's, Hilton and

---

5

many others. He has also served as Chairman of Optimark, Inc.,
a company he established in 1995, with a mandate to improve the structure and
operational capabilities of the securities market. Mr. Lupien is co-inventor of
OptiMark's patented trading technology, a revolutionary method of structuring
markets for securities and other fungible items.

In 2006, the Company opened its Wyoming Regional office that is
responsible for the development of the Companys numerous advanced stage uranium
properties in Wyoming and Colorado. Managing the office is Chief Geologist, Mr.
Dayton Lewis.

Mr. Lewis has over 20 years of experience in the exploration,
development and production of ISR amenable uranium ore deposits throughout the
western US. He was a member of the initial geologic development team that
created and operated the Highland Uranium Project ISR mine in Converse County,
Wyoming through start up until its sale to CEGB in 1989. He joined Rio Algom
Mining Corp. in 1990 as the Senior Geologist  ISR Mining, where he was
responsible for all geological aspects of developing the Smith Ranch In-Situ
Uranium Project in Converse County, Wyoming through 2000. Mr. Lewis returned to
the Smith RanchHighland Project in 2004 with Power Resources, Inc., a Cameco
Company, as the Senior Geologist and supervised well field geologic planning and
development. Additionally he initiated geologic mine planning for the adjoining
Reynolds Ranch Project and renewed assessment of the exploration potential
within the Powder River Basin. Most recently, he was a Senior Evaluation
Geologist for Wyoming in PRIs Casper, Wyoming office.

The Company also opened its Texas Regional office in Corpus
Christi which is headed up by Mr. Bryan Soliz. Mr. Soliz leads STMVs Texas
activities and manages the Corpus Christi office. He has 10 years geological
experience with development and production at ISR Uranium projects. He was a key
member of Rio Algoms geologic team which developed and sustained production at
the Smith Ranch ISR Facility in Wyoming. Following acquisition of the facility
by PRI (Camecos U.S. subsidiary), Mr. Soliz assumed responsibility for annual
Uranium resource and reserve reporting.

|1.3 | Results of Operations
      for the year ended June 30, 2006
|--- | ------------------------------------------------------------

During the year ended June 30, 2006 (2006), the Company
incurred a loss of $5,531,969 or $0.16 per share as compared to $1,956,311 or
$0.13 per share in the year ended June 30, 2005 (2005). The increase in loss
in mainly attributed to stock-based compensation of $2,479,411 (2005 - $782,500)
and professional fees of $937,932 (2005 - $86,035). The increase in professional
fees was in respect of the acquisition of Standard Uranium Inc. completed on
March 10, 2006 and Quincy Energy Corp. completed in July 2006.

Interest income for 2006 amounted to $1,261,643 (2005 -
$149,073) from funds invested into money market portfolios. These funds were
from proceeds of private placements and exercises of stock options and warrants.

Cash increased by $6,245,547 (2005 - $19,327,781) in 2006.
Operating activities in 2006 used cash of $3,032,374 (2005 - $1,102,782). In
2006 cash outflows for investing activities amounted to $65,021,730 compared to
$1,021,680. The increase is mainly due to purchase of short-term investments and
acquisition of Standard Uranium, Inc. Financing activities such as private
placements and stock options/warrants exercises, raised $74,299,651 (2005 -
$21,452,243).

|1.4 | Selected annual
      information
|--- | ---------------------------------

|Fiscal Year                           |   | 2006        |  |   | 2005       |  |   | 2004    | 
|------------------------------------- | - | ----------- |  | - | ---------- |  | - | ------- | 
|Net Sales                             |   | Nil         |  |   | Nil        |  |   | Nil     | 
|Net Loss                              | $ | 5,531,969   |  | $ | 1,965,311  |  | $ | 211,232 | 
|Basic and diluted net loss per share  | $ | 0.16        |  | $ | 0.13       |  | $ | 0.03    | 
|Total Assets                          | $ | 120,624,590 |  | $ | 23,801,036 |  | $ | 413,912 | 
|Total Long-term liabilities           | $ | 6,934,266   |  |   | Nil        |  |   | Nil     | 
|Cash dividends per
      common share |   | Nil         |  |   | N/A        |  |   | N/A     | 

The Companys recorded net loss for each of the three years has
fluctuated, with an increase in the most recently completed fiscal year. This
change is directly correlated with the significant increase in business
activities undertaken by the Company during the most recently completed fiscal
year.

---

6

|1.5 | Summary of Quarterly Results
|--- | ----------------------------

|                   |   | 2006      |  |   | 2005      | 
|------------------ | - | --------- |  | - | --------- | 
|                   |   | Q4        |  |   | Q3        | 
|Net Sales          |   | Nil       |  |   | Nil       | 
|Net Loss           | $ | 2,745,532 |  | $ | 1,267,365 | 
|Basic and diluted  |   |           |  |   |           | 
|Net Loss per share | $ | 0.07      |  | $ | 0.04      | 

|1.6 | Liquidity and Capital Resources
|--- | -------------------------------

At June 30, 2006, the Company had working capital of
$79,654,710 and cash and cash equivalent of $25,947,294 as compared to working
capital of $20,400,404 and cash and cash equivalent of $19,701,747 at June 30,
2005. Further, at June 30, 2006, the Company held short-term investments with a
book value of $53,826,750 and a market value of $53,721,534.

During 2006, the Company raised cash of $71,350,000 (2005 -
$20,626,969) from private placements. In 2006, the Company received cash of
$4,921,827 (2005 - $1,748,183) for stock options and warrants exercised. At June
30, 2006, the Company has an aggregate 8,736,885 share purchase warrants
exercisable, over the next twenty-two months, between $2.00 and $6.50 per share
which, if fully exercised, could realize $46,542,607. Further, a total of
3,707,600 stock options exercisable between $0.35 and $7.10 have the potential
to generate a total of $14,291,855 in cash over the next five years.

The Companys continued development is contingent upon its
ability to raise sufficient financing both in the short and long term. There are
no guarantees that additional sources of funding will be available to the
Company; however, management is committed to pursuing all possible sources of
financing, has very loyal and supportive shareholders and strongly believes its
existing properties and the acquired uranium interests provide the Company with
projects of merit that will serve to attract investors and enhance shareholder
value.

|1.7 | Outstanding share data:
|--- | -----------------------

At the date of this report the Company has 66,285,839 issued
and outstanding common shares.

|1.8 | Off-Balance Sheet Arrangements
|--- | ------------------------------

At June 30, 2006, the Company had no material off-balance sheet
arrangements such as guarantee contracts, contingent interest in assets
transferred to an entity, derivative instruments obligations or any obligations
that trigger financing, liquidity, market or credit risk to the Company.

|1.9 | Transactions with Related Parties
|--- | ---------------------------------

In 2006, the Company paid management fees in the amount of
$340,000 (2005 - $208,500) to directors or companies controlled by common
directors. A total of $314,403 (2005 - $87,892) in salaries/consulting fees were
paid to a director.

|1.10 | Proposed Transactions
|---- | ---------------------

There are currently no proposed asset or business acquisitions
or dispositions, other than those in the ordinary course, before the board of
directors for consideration.. Upon commencement of negotiations of material
transactions, the Company will be making announcements on a timely manner.

|1.11 | Changes in Accounting Policies including
      Initial Adoption
|---- | ---------------------------------------------------------------

There have been no changes in the Companys existing accounting
policies.

---

7

|1.12 | Financial Instruments and Other Risks
|---- | -------------------------------------

The Companys financial instruments consist of cash and cash
equivalents, short-term investments, receivables, long-term investments,
non-refundable deposit, reclamation bond and accounts payable and accrued
liabilities. Unless otherwise noted, it is managements opinion that the Company
is not exposed to significant interest, currency or credit risks arising from
these financial instruments. The Company is exposed to financial risk arising
from fluctuations in foreign exchange rates and the degree of volatility of
these rates. The Company does not use derivative instruments to reduce its
exposure to foreign currency risk. The fair market values of these financial
instruments approximate their carrying values, unless otherwise noted.

The financial instruments that potentially subject the Company
to concentrations of credit risk consist primarily of cash and cash equivalents.
The Company places its cash and cash equivalents with high quality financial
institutions, thereby minimizing exposure for deposits in excess of federally
insured amounts. The Company believes that credit risk associated with cash is
remote.

In conducting business, the principal risks and uncertainties
faced by the Company centre on exploration and development, metal and mineral
prices and market sentiment.

The prices of metals and minerals fluctuate wildly and are
affected by many factors outside of the Companys control. The relative prices
of metals and minerals and future expectations for such prices have a
significant impact on the market sentiment for investment in mining and mineral
exploration companies. The Company relies on equity financing for its working
capital requirements and to fund its exploration programs. There is no assurance
that such financing will be available to the Company, or that it will be
available on acceptable terms.

|1.13 | Subsequent events:
|---- | ------------------

Subsequent to June 30, 2006, the Company:

|a) | Entered into a letter of intent (LOI) to acquire all
      the issued and outstanding shares of High Plains Uranium Inc.(HPU) by
      way of share exchange at a deemed value of $1.15 per HPU common share.
      Under the terms of the LOI, the company will subscribe for $6 - 8 million
      of convertible secured debentures of HPU. The debentures will be
      convertible at the price of $.93 per HPU common share. The LOI also
      contemplates that the Company and HPU will enter into a joint venture
      option agreement in respect of High Plains' interests in the Gas Hills and
      North Platte Complex properties in the State of Wyoming
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|b) | Issued 10,232,602 common shares in exchange of 100% of
      the issued and outstanding common shares of Quincy Energy Corp., a company
      listed on the TSX Venture Exchange under the symbol QUI. The acquisition
      will be accounted for using the purchase method.                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|c) | Entered into an agreement with a third party to technical
      data pertaining to uranium properties for a cash consideration of
      US$100,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|d) | Issued 380,500 common shares for cash of $813,526 upon
      the exercise of outstanding stock options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|e) | Issued 788,512 common shares for cash of $2,623,367 upon
      the exercise of outstanding share purchase warrants.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|f) | Issued 192,000 common shares for services provided
      pursuant to Standards consulting agreements with third parties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|g) | Granted stock options for 70,000 common shares
      exercisable at $5.77 to $5.90 per share expiring on July 17, 2009 to July
      10, 2010 and granted in August, 185,000 stock options @ $5.20 per share
      expiring on August 29, 2010.                                                                                                                                                                                                                                                                                                                                                                                                                              

---