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Exhibit 99.1



ANNUAL INFORMATION FORM

FOR THE

FISCAL YEAR ENDED JUNE 30, 2006



September 28, 2006

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TABLE OF CONTENTS

|PRELIMINARY NOTES                                                          | 1 
|-------------------------------------------------------------------------- | --
|Date of Information                                                        | 1 
|Financial Information                                                      | 1 
|Forward-looking Information                                                | 1 
|Cautionary Note
      to U.S. Investors Concerning Resource Estimates      | 1 
|Documents Incorporated By Reference                                        | 2 
|Currency                                                                   | 2 
|CORPORATE STRUCTURE                                                        | 3 
|Name, Address
      and Incorporation                                      | 3 
|Intercorporate Relationships                                               | 3 
|Energy Metals CorporationBritish Columbia Corporation                      | 4 
|GENERAL DEVELOPMENT OF THE BUSINESS                                        | 4 
|History                                                                    | 4 
|Three Year History                                                         | 4 
|Subsequent to
      June 30, 2006                                          | 6 
|Significant Acquisitions                                                   | 8 
|DESCRIPTION OF BUSINESS                                                    | 9 
|General                                                                    | 9 
|Mineral Properties
      of Energy Metals                                  | 9 
|Hobson Plant                                                               | 9 
|La Palangana
      Property                                                | 10
|Moore Ranch Property Wyoming                                               | 16
|Red Rim Project
      - Wyoming                                            | 20
|Peterson Uranium Project -
      Wyoming                                   | 24
|Antelope Property
      Wyoming                                            | 26
|Aurora Property Oregon                                                     | 29
|Arizona Strip
      Breccia Properties                                     | 34
|Hosta Butte Property                                                       | 38
|Crownpoint
      Property                                                  | 40
|Other Properties                                                           | 43
|Acquisition
      of Prior Exploration and Development Technical Databases | 44
|Risk Factors                                                               | 45
|DIVIDENDS                                                                  | 50
|CAPITAL STRUCTURE                                                          | 50
|MARKET FOR SECURITIES                                                      | 50
|PRIOR SALES                                                                | 51
|DIRECTORS AND OFFICERS                                                     | 51
|Cease Trade Orders, Bankruptcies,
      Penalties or Sanctions             | 53
|Conflicts of
      Interest                                                | 53
|Audit Committee Information                                                | 54
|LEGAL PROCEEDINGS                                                          | 55
|INTEREST OF MANAGEMENT AND OTHERS IN
      MATERIAL TRANSACTIONS           | 56
|TRANSFER AGENT AND REGISTRARS                                              | 56
|MATERIAL CONTRACTS                                                         | 56
|INTERESTS OF EXPERTS                                                       | 57
|ADDITIONAL INFORMATION                                                     | 58

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PRELIMINARY NOTES

Date of Information

Unless otherwise indicated, all information contained in this
revised Annual Information Form (AIF) of Energy Metals Corporation. (Energy
Metals EMC or the Company) is as of June 30, 2006.

Financial Information

All financial information in this AIF is prepared in accordance
with Canadian generally accepted accounting principles (Canadian GAAP).

Forward-looking Information

Certain statements contained in this AIF, and in certain
documents incorporated by reference herein, constitute forward-looking
statements. These statements relate to future events or the Companys future
performance, business prospects or opportunities. All statements other than
statements of historical fact may be forward-looking statements. Forward-looking
statements are often, but not always, identified by the use of words such as
seek, anticipate, plan, continue, estimate, expect, may, will,
project, predict, potential, targeting, intend, could, might,
should, believe and similar expressions. These statements involve known and
unknown risks, uncertainties and other factors that may cause actual results or
events to differ materially from those anticipated in such forward-looking
statements. The Company believes that the expectations reflected in those
forward looking statements are reasonable, but no assurance can be given that
these expectations will prove to be correct and such forward-looking statements
included in, or incorporated by reference into, this AIF should not be unduly
relied upon. These statements speak only as of the date of this AIF or as of the
date specified in the documents incorporated by reference into this AIF, as the
case may be. The Company does not intend, and does not assume any obligation, to
update these forward-looking statements. These forward-looking statements
involve risks and uncertainties relating to, among other things, results of
exploration and development activities, the impact of general economic
conditions in Canada and the United States; industry conditions, including
fluctuations in the price of uranium or gold; the impact of governmental
regulation of the mining industry, including environmental regulation;
fluctuations in foreign exchange or interest rates; stock market volatility; the
need to obtain required approvals from regulatory authorities; the impact of
competition; difficulties encountered during the exploration for, and extraction
and production of, uranium; variations in extraction and production, and
problems inherent to the marketability of uranium; and the uncertainty inherent
in attracting capital the Companys limited experience with development-stage
mining operations, uninsured risks, regulatory changes, defects in title,
availability of materials and equipment, timeliness of government approvals,
actual performance of facilities, equipment and processes relative to
specifications and expectations and unanticipated environmental impacts on
operations. Actual results may differ materially from those expressed or implied
by such forward-looking statements. Factors that could cause actual results to
differ materially include, but are not limited to, risk factors incorporated by
reference herein. See Risk Factors.

Cautionary Note to U.S. Investors Concerning Resource
Estimates

Resource estimates reported herein are made in accordance with
definitions adopted by the Canadian Institute of Mining, Metallurgy and
Petroleum and incorporated into National Instrument 43-101 (see Definitions
below). Estimates of uranium and gold resources were prepared by or under the
supervision of the qualified persons who are identified in this document and
other public filings.

Energy Metals reports its reserves and resources in accordance
with National Instrument 43-101, as required by Canadian securities regulatory
authorities. For U.S. reporting purposes, Industry Guide 7 under the Securities
Exchange Act of 1934 (as interpreted by the Staff of the US Securities and
Exchange Commission) applies

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2

different standards in order to classify mineralization as a
reserve. Accordingly, for US reporting purposes all mineral resources must be
considered as mineralized material.

Mineral resources are not mineral reserves and do not have
demonstrated economic viability, but do have reasonable prospects for economic
extraction. Measured and indicated mineral resources are sufficiently well
defined to allow geological and grade continuity to be reasonably assumed and
permit the application of technical and economic parameters in assessing the
economic viability of the resources. Inferred resources are estimated on limited
information not sufficient to verify geological and grade continuity or to allow
technical and economic parameters to be applied. Inferred resources are too
speculative geologically to have economic considerations applied to enable them
to be categorized as mineral reserves. There is no certainty that mineral
resources will be upgraded to mineral reserves through continued
exploration.

Documents Incorporated By Reference

Information has been incorporated by reference in this AIF
from documents filed with securities commissions or similar authorities in
Canada. Copies of the documents incorporatedherein by reference may
be obtained on request without charge from Energy Metals head office at Suite
1238  200 Granville Street, Vancouver, British Columbia, V6C 1S4 (telephone:
(604) 684-9077) or byaccessing the disclosure documents available
through the internet on the System for ElectronicDocument Analysis and
Retrieval (SEDAR) which can be accessed at www.sedar.com.

The following documents of the Company are specifically
incorporated by reference in this AIF:

|(a) | Technical report relating to the Moore Ranch Property
      dated June 27, 2006.                                                      
|--- | --------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                       
|(b) | Technical report relating to the Antelope Property dated
      January 14, 2005.                                                      
|    |                                                                                                                                       
|(c) | Technical report relating to the Aurora Uranium Project,
      dated September 1, 2005.                                               
|    |                                                                                                                                       
|(d) | Technical report relating to the Palangana and Hobson
      Uranium In-Situ Leach Project dated November 10, 2005.                    
|    |                                                                                                                                       
|(e) | Technical report on the Hosta Butte Property, McKinley
      County, New Mexico dated April 18, 2006.                                 
|    |                                                                                                                                       
|(f) | Technical report of the Section 19 and 29 Portions of the
      Crownpoint Property, McKinley County, New Mexico dated April 7,
  2006
|    |                                                                                                                                       
|(g) | Technical report of the Section 24 Portion of the
      Crownpoint Property, McKinley County, New Mexico, dated March 2,
    2006.    
|    |                                                                                                                                       
|(h) | Technical report relating to Red Project, Sweetwater
      County, Wyoming, USA dated June 14, 2006.                                  
|    |                                                                                                                                       
|(i) | Technical report relating to Peterson Uranium Project,
      Converse County, Wyoming, USA dated June 27, 2006.                       

Currency

All dollar amounts in this AIF are expressed in Canadian
dollars unless otherwise indicated.

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3

CORPORATE STRUCTURE

Name, Address and Incorporation

Energy Metals was incorporated in British Columbia on July 9,
1987 under the name Wedgewood Resources Ltd. Energy Metals changed its name to
Clan Resources Ltd. on December 18, 1998. On December 3, 2004 Energy Metals
transitioned under the Business Corporations Act(British Columbia),
removed the pre-existing company provisions and increased its authorized capital
to an unlimited number of common shares without par value. On December 17,
Energy Metals changed its name to its current name. Energy Metals principal
executive office is located Address: #1238 - 200 Granville Street, Vancouver,
B.C. Canada and its registered and records office is 1200  750 West Pender
Street, Vancouver, British Columbia, Canada. Energy Metals telephone number is
(604) 684-9007.

Intercorporate Relationships

The chart set out below illustrates the corporate structure of
the Company and its material subsidiaries, the jurisdictions of incorporation,
the percentage of voting securities held and their respective interests in
various mineral projects and mining properties

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GENERAL DEVELOPMENT OF THE BUSINESS

History

Energy Metals is a Canadian based resource company in the
business of acquiring, exploring and developing uranium mineral properties. All
of Energy Metals interests are located in the United States except for one
property located in Canada. Energy Metals has acquired a significant inventory
of previously explored and developed uranium properties with historical
resources in the more politically favorable and mining-friendly jurisdictions in
the United States and Canada. The land holdings of Energy Metals are listed
below:

| | State        | Claim Acres | Lease Acres | Total Acres
| | ------------ | ----------- | ----------- | -----------
| |              |             |             |            
| | Arizona      | 5,900       | 1,900       | 7,800      
| | Colorado     | 22,860      | 2,715       | 25,575     
| | New Mexico   | 0           | 25,832      | 25,832     
| | Nevada       | 2,440       | 0           | 2,440      
| | Oregon       | 360         | 0           | 360        
| | South Dakota | 0           | 2,300       | 2,300      
| | Texas        | 0           | 6,208       | 6,208      
| | Utah         | 8,000       | 10,400      | 18,400     
| | Wyoming      | 65,960      | 75,256      | 141,216    
| | Ontario      | 3,159       | 0           | 3,159      
| | Total        | 108,679     | 124,611     | 233,290    

Energy Metals has acquired extensive databases including
geological reports, maps and drill logs on most of its properties, and is
compiling the technical information contained in these databases for each of its
properties.

Three Year History

Energy Metals Corporation is a 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.

The Companys management believes that the development of
uranium properties presents an opportunity for the following reasons:

| | - | Increased worldwide energy demand;                                                                                                   
| | - | -------------------------------------------------------------------------------------------------------------------------------------
| | - | Increased demand for nuclear energy as a clean energy
      alternative;                                                           
| | - | Uranium Demand/Supply Imbalance, resulting in higher
      uranium prices; and                                                       
| | - | Potential for increased demand from developing countries
      as they construct new nuclear power plants or enhance existing
  ones.

In mid 2003 the price of uranium began to rise from historic
lows and reached US$14 per pound by years end. At that time EMCs management
began to aggressively acquire previously explored and developed uranium
properties in politically favourable and mining friendly jurisdictions within
the United States. The price of uranium continued to increase during 2004 to
US$21 per pound, and this trend has continued, with the uranium price reaching
US$45 per pound in June, 2006.

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Between July 2004 and September 2005 EMC announced the
acquisition of 22 extensively drilled uranium properties and disclosed
historical resource estimates, all calculated prior to the implementation of NI
43-101.

EMC has acquired extensive databases including geological
reports, maps and drill logs on most of its properties, and is compiling the
technical information contained in these databases for each of its properties.

In furtherance of its strategy to acquire technical information
compiled by prior operators, EMC has adopted a strategy of identifying
significant properties that have historical resources and engaging qualified
persons to review the historical resources in the context of NI 43-101.

EMCs long-term growth strategy is to develop uranium
properties amenable to In-Situ-Leach (ISL) mining. ISL mining is
considered to be very cost-effective, and one of the safest and most
environmentally friendly uranium mining methods.

In furtherance of this objective, in November 2005 EMC
announced an agreement with Standard to enter into a business combination
whereby EMC would acquire all of the shares of Standard. The acquisition of
Standard Uranium provided Energy Metals the opportunity for near term uranium
oxide production with the acquisition of the Hobson Plant and the Palangana
property. As well as additional opportunities in Wyoming with eight properties
of merit and the ability to consolidate Energy Metals Arizona properties with
those of Standard Uraniums for exploration and joint ventures. As well as an
extensive Texas data base with the Everest Acquisition and access to several key
personnel affiliated with Everest as well as Standard Uranium, thereby creating
one of the top ISL production teams in the United States.

Information concerning this business combination is provided
hereunder in the section Significant Acquisitions in this Annual
Information Form and is incorporated herein by reference. In conjunction with
the acquisition, EMC advanced the sum of US$7 million as a loan.

As a further part of its growth strategy, in November 2005 EMC
announced an agreement with Quincy Energy Corp. (Quincy) to enter into a
business combination whereby EMC would acquire all of the shares of Quincy. Some
of the initial benefits that will be realized from this business combination
are:

- an option to earn up to 80 % of 13 million pounds of uranium as indicated
  in a historic resource on the Hosta Butte property in New Mexico.
- an option to earn up to 80% of pounds of 25 million pounds of uranium as
  indicated in a historic resource on the Crownpoint property in New Mexico.
- direction and control of the Aurora uranium property in Oregon with a
  43-101 compliant indicated resource estimate of 17.69 million tons at an
  average grade of 0.0518% eU3O8 or 18.3 million pounds of U3O8 using a 0.03%
  eU3O8 cutoff. Energy Metals plans to include scoping study of an open pit
  operation with heap leach in Nevada.
- direction and control of the Horse Creek property in Wyoming, drilled by
  Exxon and Union Carbide in the 1970s, containing known uranium mineralization
  adjacent to Energy Metals property in Natrona County with an historic
  resource of approximately 9 million pounds of uranium at a grade of 0.056%
  U3O8 with a drill-cut off of 0.04%.
- direction and control of the Rose property in Arizona.
- An option to earn 75% on an Elliott Lake uranium deposit in Ontario.
  Previous owners calculated an historic resources of 17.5 million tons
  averaging 1.206 lbs/ton, containing approximately 20.8 million pounds of
  uranium. (QUI  NR Feb 14-05) statements above NI 43-101 compliant). This
  property will be evaluated in due course for possible joint venture or sale as
  Energy Metals focus is US based.

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6

- Other uranium assets include the Hanson Creek, Colorado property and
  several breccia pipes in Arizona, including the 4 1/2
- $6,000,000.00 CAD in Quincy treasury.

For more information on this acquisition, refer to section
Subsequent to June 30, 2006in this Annual Information Form and is
incorporated herein by reference.

To finance the acquisition and development of its properties,
between September 2004 and June 2006, Energy EMC raised net proceeds of
$89,081,884, being gross proceeds of $91,976,969, less share issue costs of
$2,895,085.

Energy Metals has completed National Instrument 43-101
Technical Reports on three of its properties in Wyoming, namely, Moore Ranch
Property, Red Rim Property and Peterson Uranium Project. Details of these are
set out in Description of Business.

Subsequent to June 30, 2006

Acquisition of Quincy Energy Corporation

On July 10, 2006 Energy Metals completed the business
combination with Quincy by way of plan of merger and Quincy became a
wholly-owned subsidiary of Energy Metals Corporation.

Pursuant to the Agreement and Plan of Merger:

| | (a) | each share of Quincy was converted into 0.20 shares of
      common stock of Energy Metals rounded up to the nearest whole share of
      Energy Metals;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (b) | each stock option granted under Quincys stock option
      plan was converted into a stock option to acquire common shares of Energy
      Metals on the same terms as the original stock options except that (i)
      each such stock option became immediately exercisable for the number of
      shares that were issuable upon exercise of such stock option multiplied by
      0.20 rounded down to the nearest whole number of shares, (ii) the per
      share exercise price was equal to the quotient determined by dividing the
      exercise price at which such stock option was exercisable by 0.20, rounded
      up to the nearest whole cent, and (iii) stock options held by persons
      whose involvement with Quincy or Energy Metals is terminated on or prior
      to the consummation of the merger, will expire after a period of ninety
      (90) days from the consummation of the merger; and
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (c) | each share purchase warrant issued by Quincy continues
      and the holder is allowed to acquire common shares of Energy Metals on the
      same terms as the original share purchase warrant except that (i) each
      share purchase warrant is exercisable (or will become exercisable in
      accordance with its terms) for that number of common shares of Energy
      Metals equal to the product of the number of shares that were issuable
      upon exercise of such share purchase warrant multiplied by 0.20, rounded
      down to the nearest whole number of shares and (ii) the per share exercise
      price will be equal to the quotient determined by dividing the exercise
      price per share purchase warrant by 0.20, rounded up to the nearest whole
      cent.                                                                                                                              

As of July 10, 2006, the common stock of Energy Metals
Corporation was deemed to be registered under Section 12(g) of the United States
Securities Exchange Act of 1934, as amended, pursuant to Rule 12g-3 thereunder.
As of this date, Energy Metals Corporation is subject to the reporting
requirements of the Exchange Act of 1934 and will file reports and other
information with the United States Securities and Exchange Commission as a
successor registrant to our company in accordance with the Exchange Act of 1934.

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On July 13, 2006 Quincy filed a notice with the U.S. Securities
and Exchange Commission (SEC) that they intended to terminate its U.S. reporting
status. The termination of reporting status takes effect 90 days after filing of
the notice, subject to any comments from the SEC resulting in a withdrawal of
the notice.

Effective July 28, 2006 Quincy was granted an order terminating
its reporting status in the Provinces of Alberta, British Columbia and Ontario,
and accordingly are no longer a reporting company in any jurisdiction of Canada.

The shares of Quincy have been delisted from the TSX Venture
Exchange and quotation on the OTC Bulletin Board has been terminated.

Proposed Acquisition of High Plains Uranium, Inc.

The Company entered into a letter of intent dated August 15,
2006 with High Plains Uranium, Inc. The letter of intent contemplates that
Energy Metals and High Plains will complete a business combination by way of
share exchange at a deemed value of CAD$1.15 per High Plains common share,
provided that the number of High Plains common shares in exchange for each
Energy Metals common share shall not be less than 4.5 or greater than 6.2 High
Plains common shares. For purposes of calculating the Share Exchange Ratio,
Energy Metals' common shares will be attributed a value equal to the
volume-weighted average trading price on the 20 trading days prior to the close
of the Business Combination. It is expected that the Business Combination will
occur by way of a take-over bid, plan of arrangement or amalgamation subject to
review of tax, accounting, corporate and US and Canadian securities law issues.
Assuming satisfactory completion of a 40-day mutual due diligence period
commencing today, the Business Combination will be subject to completion of a
definitive agreement, receipt of regulatory approval and, if applicable,
shareholder approval of Energy Metals and High Plains.

Assuming a successful business combination, the resulting
issuer will have increased its already substantial Wyoming property position
from over 105,000 acres to in excess of 165,000 acres. The Texas acreage will
more than double EMCs existing position from just under 10,000 acres to 20,000
acres. The High Plains project portfolio includes property positions covering
known areas of uranium mineralization in all four of the principal uranium
basins in Wyoming, including 2 properties in the Gas Hills, 5 properties in the
Great Divide Basin, 1 property in the Shirley Basin as well as 6 properties in
the only currently producing basin in the state, the Powder River Basin. The
combined entity will have consolidated its property holdings in the Southern
Powder River Basin while significantly adding to its dominant position within
the Northern Powder River Basin of Wyoming.

Energy Metals purchased an $8,000,000 convertible debenture.
The convertible debenture is not transferable, has a 36 month term and pays
interest semi-annually. Interest is set at 5.00% per annum for the first six
months after the issue date and WSJ Prime Rate = 3% thereafter. Interest is
payable in cash or common shares of High Plains, at its option (based on the
20-day volume weighted average trading price of High Plains common shares) in
respect of the first six months of the term and thereafter in cash. The
debenture is convertible at the option of Energy Metals at any time six months
after the issue date, and in certain other circumstances upon a change of
control of High Plains, at a conversion price of $0.93 per High Plains common
share. High Plains does not have the right to repay the principal amount before
the maturity of the Debenture. At any time 12 months after the issue date,
Energy Metals has the right, on 60 days notice to High Plains, to call the
principal amount outstanding on the debenture as well as any accrued and unpaid
interest. The obligations of High Plains under the debenture are secured against
the assets of High Plains and its U.S. operating subsidiary.

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Significant Acquisitions

Acquisition of Standard Uranium Inc.

Standard Uranium Inc. was a junior mining company involved in
the acquisition and development of historically identified uranium projects in
countries with favourable geology and mining environments. In the past three
years, Standard Uranium acquired uranium projects in Arizona, Wyoming and
Colorado. In January 2006, Standard Uranium acquired La Palangana Property, the
Hobson Plant and the associated satellite mining facilities and a Texas uranium
geological database.

Effective 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. In order to
complete the transaction, Standard Uranium was required to obtain shareholder
approval and court approval which were both obtained on March 10, 2006. Pursuant
to the plan of arrangement, Energy Metals issued 10,166,672 common shares in
exchange for all of the issued and outstanding common shares of Standard
Uranium.

In addition, Energy Metals exchanged all of the outstanding
employee stock options of Standard Uranium for employee stock options of Energy
Metals with appropriate adjustments to the exercise price and number of shares
issuable on exercise.

As a result of the plan of arrangement, the shares of Standard
Uranium were de-listed from the TSX Venture Exchange. The new board of directors
of Standard Uranium consists of Paul Matysek, William M. Sheriff and James G. G.
Watt. Standard Uranium will maintain its reporting status in British Columbia
and Alberta pending a reorganization of its affairs. Thereafter, the board of
Energy Metals will further evaluate the benefits of retaining the reporting
status of Standard Uranium.

In connection with the acquisition of Standard Uranium, Mr.
David Cole was appointed to the board of directors of Energy Metals. Mr. Cole
was previously a director of Standard Uranium and brings over 20 years of
experience in mineral exploration and business development.

The acquisition of Standard Uranium, including Standard
Uraniums 99% interest in the joint venture with Everest Exploration Inc.,
allows Energy Metals to proceed towards establishing a uranium processing
facility in south Texas as part of its objective of becoming an ISL uranium
producer. The Everest joint venture will provide Energy Metals with access to
the facilities and expertise necessary to permit Energy Metals to move from a
resource development company to a uranium producer. Through Standard Uraniums
99% ownership in the joint venture, Energy Metals plans to use the Hobson plant,
an existing recovery facility located near Hobson, Texas, to produce uranium
oxide product from ISL solution recovered from La Palangana property located in
Duval County, Texas. The joint venture company, South Texas Mining Venture, owns
the Hobson plant, as well as Palangana mining leases and an extensive Texas
uranium exploration database. Strategically, this transaction puts Energy Metals
in a strong position for growth in the ISL mining sector at a time of increasing
energy demands and uranium prices.

Standard Uranium Loan

Approximately US$5,000,000, which was the balance of the funds
necessary to close the acquisition of the Everest Assets, was received pursuant
to a loan agreement dated January 6, 2006 with EMC. The loan of up to
US$7,000,000, evidenced by way of secured convertible debenture issued by
Standard to EMC has an interest rate of 4% per annum and is secured, which
included security against Everest Assets. Certain portions of the principal
amount of the Loan were convertible into Standard Shares at a rate of $1.45 per
Standard Share upon 60 days written notice by EMC to Standard. On February 2,
2006, EMC advanced Standard an additional US$1,000,000 pursuant to the loan.

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9

DESCRIPTION OF BUSINESS

General

Mineral Properties of Energy Metals

The following discussion describes mineral properties held by
Energy Metals and its subsidiaries.

General Statement Regarding our Mineral Properties

All of our mineral properties are at the exploration stage
consequently any work program we recommend is exploratory in nature. None of our
mineral properties have known mineral reserves. All of our properties have
access to sources of electricity and water, at varying distances and costs. We
do not require electric power for our proposed exploration plans. As part of the
Companys exploration activities, we obtain exploration permits and we are
required to issue various reclamation bonds. Once the reclamation of the propery
is complete, the reclamation will be refunded. Some of our properties have
undergone historic exploration staged work by previous operators. While the data
from this historic work may, or may not, be available in some cases, the total
extent of such work, and the costs incurred to perform this work, are generally
lost to history.

Significant Acquisitions and Dispositions

Hobson Plant

South Texas Mining Venture, LLP is the 100% owner of the Hobson
Plant site that covers 7.286 acres. The Hobson Plant is on standby and is
currently licensed for operation. The administrative component of the
Radioactive Material License (RML No. L03626) is current through December 31,
2006. The Hobson waste disposal well (WDW) site (WDW-168) is located on
non-contiguous property approximately 0.75 miles northwest of the Hobson plant
site. The WDW is connected to the plant site via an easement of approximately
1.25 miles.

The Hobson Plant  Location and Access

The Hobson Plant is located one mile south of the small town of
Hobson in Karnes County, Texas, along Farm Road 81. The nearest substantial
towns are Karnes City (population 3,500) seven miles southeast of Hobson, and
Kenedy (population also 3,500) five miles southeast of Karnes City. Corpus
Christi is 97 miles southeast and San Antonio is 40 miles northeast of Hobson.
Access to the plant is excellent with Hobson, Karnes City and Kenedy all lying
along U.S. Highway 181, which connects San Antonio with Corpus Christi;
Interstate Highway 37, also connecting San Antonio and Corpus Christi, parallels
U.S. 181, 13 to 30 miles to the west.

The Hobson Plant  History

Construction of the Hobson Plant followed Everest's acquisition
of a uranium minerals lease on property located in Karnes County near Hobson,
Texas, in 1977. The Hobson Plant was constructed in 1978 and commercial
yellowcake production began in 1979. Uranium extraction from the nearby
Moczygemba deposit continued into 1981; aquifer restoration was initiated in
February 1982 and completed in 1985 (Stover report).

The long term benefit of the Hobson Plant was the availability
  of an ion exchange resin processing plant capable of producing approximately
  +500,000 pounds of dried U3O8 yellowcake per year located
  in the South Texas Uranium Belt. Everest leveraged their Hobson facility into
  later uranium projects, including Las Palmas (Hebbronville, Texas), Mt. Lucas
  (Live Oak County, Texas), and Tex-1 (Karnes County, Texas), through the implementation
  of the "satellite" facility concept. This production strategy minimized
  uranium production costs by development of ISL mines within economic haulage
  distance of the central Hobson Plant. The remote (or satellite) locations contain
  only the wellfields, ion exchange resin adsorption vessels, and the wellfield
  waste

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10

water disposal systems. The uranium loaded ion exchange resin
was trucked to the central plant for further processing through uranium
recovery, precipitation, drying and packaging.

In 1980, following completion of the Moczygemba ISL mine, and
with limited financial resources, the decision was made to operate the next
project, Las Palmas, 75 miles south of Hobson, as a satellite to the Hobson
project rather than to relocate the processing plant. This economically driven
choice proved to be a benchmark decision that demonstrated the economic
feasibility of long distance satellite operations for uranium ISL projects. The
satellite or remote ion exchange/well field facilities previously had been
introduced by Atlantic Richfield and U.S. Steel at the Clay West/Burns Ranch
projects. However, these satellites were situated within two or three miles of
the Central Processing Plant rather than the 75 miles that separated Las Palmas
and Hobson.

As market conditions briefly improved during the mid-1980's and
  the productivity at Mt. Lucas exceeded expectations, the capacity and capabilities
  of the Hobson facilities were expanded and upgraded. A rotary vacuum drying
  system was added to reduce overall operating costs and to provide the flexibility
  to deliver product to any authorized conversion facility (i.e., two in the United
  States, one in Canada, two in Europe). In 1984, the Hobson Plant was completely
  renovated to replace the original short-lived systems with higher quality, longer-lived
  systems. The concrete slab underlying the equipment was repaired, re-grouted,
  and sealed to provide a long term, durable surface. New elution tanks, better
  agitators for precipitation, and all new piping and electrical systems were
  installed. The rated capacity of the facility was increased from its original
  250,000 lbs U3O8/year to 500,000 lbs U3O8/year.

In 1986, the highly productive well fields at Mt Lucas provided
  feed stocks that pushed Hobson's annual production above 600,000 lbs U3O8. Everest's
  Texas uranium projects resulted in output from the Hobson Central Processing
  Facility as given in Table 1.7 (Stover report):

Table 1.7Year
    Pounds U3O81979
    6,8251980
    18,1851981
    142,5761982
    273,6861983
    298,0111984
    395,4081985
    492,2811986
    620,8231987
    471,8621988 (estimated)
    200,000


For a detailed description of the Hobson Plant and satellite
facilities, see "La Palangana Property" below.

La Palangana Property

La Palangana Property  Description and Location

La Palangana Property is located in the South Texas Uranium
Belt between San Antonio and Corpus Christi. Located in Duval County, Texas, 25
miles west of the town of Alice. La Palangana Property hosts one of the larger,
undeveloped uranium deposits in south Texas. The Hobson Plant, in Karnes County,
approximately 100 miles north-northeast of the property, is the site of the
central ISL processing facility. La Palangana Property is planned to operate as
a satellite ion exchange loading facility to the Hobson Plant. La Palangana
Property is held

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11

under two mining leases. South Texas physiography is
characterized by a subtropical climate and low gentle relief with elevations of
300 to 500 feet above sea level, thereby supporting year-long mining
operations.

South Texas Mining Venture, LLP holds rights to La Palangana
Property under two In-Situ Mining leases:

(a)          
The first is between South Texas Mining Venture, LLP as the lessee and Zulema
DeHoyos et al as the lessors, covering 3100.64 acres dated January 14, 2005.

(b)          
The second is between South Texas Mining Venture, LLP as lessee and La Palangana
Ranch LLC as the lessors, a Texas limited liability company, covering 3100.64
acres dated April 1, 2005.

The two leases are contiguous, with La Palangana Ranch LLC on
the north and DeHoyos on the south. The center of these tracts is at 27° 37' 38"
north latitude and 98° 24' 22" west longitude.

The DeHoyos Lease

The lease with DeHoyos, constituting a single block, is located
approximately six miles north of Benevides and 12 miles southwest of San Diego
in Duval County, Texas. Pertinent provisions of the lease with DeHoyos include:

- the lease with DeHoyos has a five-year primary term and is held by
  production or efforts by lessee to establish or reestablish production. The
  lease can be extended for a renewal term of five years upon payment of a
  $75/acre bonus;
- the lessee has all right and title to conduct all activities necessary to
  explore, develop and mine. Specifically granted are: investigating, exploring,
  prospecting, drilling, solution mining, producing, extracting, milling,
  treating, processing, upgrading, removing, transporting, stockpiling and
  storing uranium, thorium and other fissionable or spatially associated
  substances. Rights to build roads, pipelines, utilities, processing structures
  and other necessary facilities are also granted;
- the lessee has the right to pool and commingle uranium or other leased
  substances;
- "Shut-In Royalty" provision. This provision states that if lessee deems
  there is commercially recoverable uranium but has not produced by the end of
  the Primary or Renewal Term, or if lessee halts production because of market
  reasons, lessee can continue the lease in force through payment of a "Shut-In
  Royalty" of $10/acre for a maximum of two years, which do not have to be
  consecutive; and
- Royalties for the DeHoyos tract are set forth in the following table. The
  lessor has the right to take its royalty in kind provided that any such
  election must be for a minimum of one year.

U3O8$/lb (Sold) Net
      Sales Proceeds
    Royalty PercentLess than $35
    7%$35.01 to less than $45.00
    8%$45.01 to less than $50.00
    9%$50.01 or more
    10%


Mining permits and wellfield permits must be obtained from the
State of Texas prior to constructing a satellite process plant on the property
and drilling and constructing wellfields. Permits for exploration are also
required.

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12

La Palangana Ranch LLC Lease

The lease with La Palangana Ranch LLC is limited to depths from
the ground surface to 1,500 feet. The lease is for 3100.64 acres in Duval
County, Texas. Pertinent provisions of the lease with La Palangana Ranch
include:

- the lease has a five-year primary term and is held by production
  thereafter and a secondary term of five years upon payment of a $60/acre
  bonus;
- the lessee has all right and title to conduct all activities necessary to
  explore, develop and mine. Specifically granted are: investigating, exploring,
  prospecting, drilling, solution mining, producing, extracting, milling,
  treating, processing, upgrading, removing, transporting, stockpiling and
  storing uranium, thorium and other fissionable or spatially associated
  substances;
- the lessee has the right to pool and commingle uranium or other leased
  substances; and
- "Shut-In Royalty" provision. This provision states that if lessee deems
  there is commercially recoverable uranium but has not produced by the end of
  the primary or renewal term, or if lessee halts production because of market
  reasons, lessee can continue the lease in force through payment of a "Shut-In
  Royalty" of $10/acre for a maximum of two years, which do not have to be
  consecutive.
- Royalties for the La Palangana Ranch tract are set forth in the following
  table. The lessor has the right to take its royalty in kind provided that any
  such election must be for a minimum of one year.

La Palangana Ranch Royalty Schedule

U3O8$/lb
      Sold (Net Sales Proceeds)
    Royalty Percent$25 or less
    7%$25.01 to less than $30.01
    8%$30.01 to less than $40.01
    9%$40.01 or more
    10%


Mining permits and wellfield permits must be obtained from the
State of Texas prior to constructing a satellite process plant on the property
and drilling and constructing wellfields. Permits for exploration are also
required.

La Palangana Property  Accessibility, Climate, Local
Resources, Infrastructure and Physiography

La Palangana property, in Duval County, falls near the centre
of a triangle formed by the towns of Alice 25 miles east, Freer 15 miles
northwest and Benavides 6 miles south. Freer and Benavides are small rural
agricultural towns with populations of 3,200 and 1,700 respectively. Alice
population 19,000, is the seat of adjoining Jim Wells County and the largest
nearby town. Access is excellent, with major two lane roads connecting Palangana
to these. Corpus Christi, 65 miles east, is the largest metropolitan district.

La Palangana property has ample room for all operations and a
deep waste disposal well (WDW 168) is located approximately 1,000 feet to the
west of, and connected to the plant site by a pipeline. Electrical power is in
place for the WDW. Three-phase power is available on-site. Outside of a series
of wastewater tanks or a small wastewater holding pond, no waste disposal area
or tailings impoundment is required for a renewed Palangana operation.

The local and property geology at La Palangana Property is
characterized by the occurrence of a Gulf Coast piercement salt dome. This dome
is approximately two miles in diameter and is overlain by Pliocene sediments of
the Goliad Formation. La Palangana dome is marked at the surface by a shallow
circular basin surrounded by

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13

low hills rising 50 to 80 feet above the basin floor, and hence
its Spanish name, Palangana, which translates to "washbasin" in English.

The region's subtropical climate allows uninterrupted,
year-round mining operations. Temperatures during the summer range from 75 to 95
degrees Fahrenheit, although highs above 100 degrees Fahrenheit are not
uncommon; winter temperatures range from 45 to 65 degrees Fahrenheit. Humidity
is generally over 85% year-round, and commonly exceeds 90% during the summer
months. Average annual rainfall is 30 inches.

The Palangana dome has an almost perfectly circular salt core
with a remarkably flat top that is approximately 10,000 feet across and occurs
from 800 to 850 feet below the topographic surface. The rocks covering the dome
are essentially flat lying, but data from historic oil well drilling indicate
that the beds dip from 30 to 58 degrees at depths of 3,500 to 4,200 feet. The
dome's caprock consists of a 400 foot thick sequence of anhydrite with some
gypsum and calcareous material. No structural details of the lateral beds around
the salt core have been worked out as currently known from the available
information.

The stratigraphy of the Palangana deposit consists of the
Goliad Formation, with drill information primarily limited to depths of 400 to
500 feet that bottom in Goliad sandstones and mudstones. The Goliad at Palangana
is composed of fine- to medium-grained, often silty, channel sands interbedded
with lenses of mudstone and siltstone. For the most part, the sand is very
sparsely cemented although it varies from friable to indurated. A generalized
lithologic section from youngest to oldest consists of (a) 20 to 30 feet of
sand, clay and caliche, (b) 160 to 200 feet of red-brown sandy clay with
occasional sand lenses, (c) a 10 to 20 foot blue-gray clay marker bed (marine),
(d) a 80 to 100 foot thick sequence of sandstones and claystones that mark the
uranium mineralized horizon, and (e) a blue-green clay horizon that extends to
the anhydrite cap.

There is little known faulting in the area, although numerous
minor faults and fracture patterns undoubtedly cut the area. The Palangana
stratigraphy is horizontal to sub-horizontal, with at most a 2-3 degree
southeastly dip.

La Palangana Property - History

Uranium mineralization at La Palangana Property was discovered
in 1952 during potash exploration drilling on the Palangana salt dome.
Mineralization occurs as a series of roll front-type deposits within the
Pliocene Goliad Formation. The Goliad is one of several Tertiary formations,
primarily of fluvial origin, hosting uranium in the South Texas Uranium Belt.
The roll front mineralization occurs in a permeable, 100-foot thick sandstone
sequence at depths of 250 to 350 feet. This mineralized horizon is confined by
mudstones at its upper and lower boundaries.

Union Carbide Corp. acquired the property in 1958 and initiated
  underground mine development. Development work was quickly abandoned due to
  heavy concentrations of H2S gas and Union Carbide dropped the property. Union
  Carbide subsequently reacquired La Palangana Property in 1967 after recognizing
  that it would be amenable to exploitation by newly emerging ISL mining technologies.
  Union Carbide drilled over 4,000 exploration, development and production holes
  at Palangana from the late 1950s through the late 1970s. In 1979, Union Carbide
  reported a non-National Instrument 43-101 compliant resource of 2,026,000 tons
  averaging 0.19% eU3O8 containing 7,697,000 pounds of U3O8. This historic resource
  is reliable and relevant, and is considered to be equivalent to the CIM “inferred”
  resource category. Union Carbide's ISL production efforts from 1977 to 1979
  were focused in a 30.7 acre area. The results were disappointing, with approximately
  340,000 pounds of U3O8 production representing a 32% to 34% recovery rate. The
  low recoveries have been attributed to unfamiliarity with ISL technologies that
  were relatively new at the time, poorly understood geologic controls on mineralization,
  and curtailment of operations prior to depletion of the resource. Union Carbide
  placed the property leases up for sale in 1980.

Everest evaluated the Palangana Property in 1980, and estimated
  a resource based upon the Union Carbide drill data (See below table. The Everest
  resource was estimated at a GT cutoff of 0.50 feet-*e*U3O8%.
  Their estimation did not include the Union Carbide ISL production wellfield
  that Everest attributed to contain a residual 400,000

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14

pounds of U3O8. This historic resource
  is considered to be reliable and relevant, and is considered to be equivalent
  to the CIM inferred resource category. Assessment of the environmental restoration
  liabilities resulting from Union Carbide's mining operations discouraged Everest
  from pursuing the acquisition further.

Tons
    Avg
      eU3O8%
    Pounds U3O81,330,000
    0.182
    4,840,000


Everest also recognized Palangana's upside exploration, but
only drilled six wide-spaced exploration holes as follow-up. Restoration
liabilities concerning the decommissioned Palangana production wellfield
dissuaded Everest from pursuing the lease purchase further (Oman personal
communication, 2005).

Chevron Resources acquired the Palangana leases from Union
Carbide in 1981. Chevron Resources was very active at the time in conventional
open pit uranium mining in south Texas and expected that the ISL wellfield
reclamation issues would be circumvented by simply mining the material as part
of a larger open pit. A 1983 Palangana cost study for open pit mining by Chevron
Resources reported a historic "reserve" over an open pit area of 460 acres,
including the old Union Carbide ISL leach area of :

Tons
    Avg
      eU3O8%
    Pounds U3O83,229,000
    0.125
    8,073,000


This resource included the aforementioned Union Carbide DEF
factors and a density factor of 18 CF/T as determined from a review of
additional core data.

The price of uranium declined dramatically after 1981, and
Chevron Resources halted development of the property. Chevron Resources began
restoration of the old Union Carbide wellfield and ISL facility in 1986. During
the reclamation phase, Chevron Resources accomplished groundwater restoration
through ground water sweep, with the excess treated water disposed of on a
90-acre permitted irrigation field. After the irrigation permit expired in 1996,
restoration activities were continued through reverse osmosis treatment and
disposal of the reject into deep disposal well WDW-134.

In 1991, General Atomics acquired the Palangana Property, as
well as other uranium projects, from Chevron Resources. A continuation of
Palangana reclamation and restoration activities was conducted by Rio Grande
Resources, a General Atomics subsidiary. Dismantling of the process plant,
decommissioning of the waste water ponds, and well plugging began in May 1995
and was completed in January 1996 (Jacobi, Palangana report).

In July 1995, the Texas Natural Resources Conservation
Commission verified that groundwater had been restored to acceptable levels. In
December 1995, the Texas Natural Resources Conservation Commission notified
Chevron Resources that the permit for disposal well WDW-134 had been voluntarily
revoked. In May 1999, the United States Nuclear Regulatory Commission concurred
that all reclamation activities had been completed satisfactorily. General
Atomics returned the properties to the lessors in the late 1990s.

As noted above, Everest contemplated acquisition of the
Palangana Property in 1980 but abandoned the initiative due to the prevailing
low uranium price and perceived restoration liabilities. The recent resurgent
uranium market renewed Everest's interest in the Palangana Property, and they
acquired the two leases in January 2005.

La Palangana Property - Exploration

The Company commenceddrilling activities on July 11th,
  2006. The drill program entails two major objectives, the first of which includes
  definition and delineation drilling to facilitate ISR wellfield design within
  the existing 43-101 compliant resource of 1,906,000 tons averaging 0.15% eU3O8,
  yielding 5,701,000 million pounds of eU3O8 The second
  objective is designed to expand the existing resource through further drilling
  throughout the

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15

more than 6900 acre property. The Company has conducted a
comprehensive review of historical drilling that has resulted in the
identification of numerous uranium mineralized areas that lie outside of the
existing resource area. The first drill hole is an offset of one such
mineralized hole drilled by Union Carbide that intercepted 14.5 feet of .297 %
eU3O8 at 375 feet resulting in a Grade Thickness of 4.31.

The initial phase of the expansion drilling campaign is a fifty
hole program offsetting previously identified targets with 100 foot offsets to
an average maximum depth of 600 feet. The objective of the program is to
determine the continuity, quality, and quantity of the resource associated with
these targets that lie outside of the existing resource area.

La Palangana Property - Mineralization

The NI 43-101 technical report entitled the Palangana and
Hobson Uranium In-Situ Leach Project, Duval and Karnes Counties, Texas dated
November 10, 2005 prepared by Robert E. Blackstone, P.G estimated a 43-101
compliant inferred resource for Palangana, outside of the UCC ISL wellfield,
from the UCC and Chevron drill data as follows:

Tons
      Avg % *e*U308
    Pounds
      U3081,906,000
    0.15%
    5,701,000


Palangana is a multiple-stage roll front-type deposit that is
wrapped around the top of the Palangana Dome in a roughly "horseshoe shaped"
configuration. As uranium-bearing ground water moved from west to east through
the region, a redox front was created around a subsurface high of reduced rock
on top of the dome. This reduced ground resulted from the introduction of
hydrocarbons or their derivatives, mainly hydrogen disulfide (H2S), into the
Goliad aquifers through fractures and formational seepage above the dome,
providing a reducing environment for uranium precipitation.

The Palangana uranium mineralization occurs in the Goliad
sandstone unit at depths ranging from 250-400 feet. The favorable sandstone unit
is as much as 100 feet thick and is bounded by mudstones. Within this unit are
at least six separate sandstone horizons hosting roll-type uranium
mineralization. These units are interbedded with mudstones that served as
constraining aquitards for uraniferous groundwater movement.

Mineralization occurs as uraninite and is fixed at positions
  where the migrating uranium-bearing solutions encountered a suitable reluctant.
  Uranium values in mineralized strata grades from 0.00X% eU3O8
  to several percent eU3O8. Mineralized thicknesses range
  from less than one foot to several tens of feet.

Molybdenum (Mo) is a significant accessory to uranium mineralization,
  with an erratic distribution. Select core assay reports were reviewed, with
  assays ranging from a background of approximately 50 ppm to as high as 0.23%
  Mo. More typically, assays range from 0.02% to 0.04% where molybdenum levels
  are elevated. It was often but not always in direct association with uranium
  grade (high Mo with high U3O8);  often occurring
  within a mineralized zone but with the higher Mo grades associated with weaker
  mineralization of that zone; often occurred above or below uranium intercepts
  in weak uranium mineralization; or simply as an anomaly unassociated with uranium,
  probably ahead of the primary ore zone as is typical of other deposits. The
  molybdenum mineral is likely jordisite, a molybdenum sulfide, since high molybdenum
  was associated with elevated sulfur, but no documentation of mineralogical analyses
  were available. Molybdenum was not noted as a problem in the Union Carbide leach
  stream and Everest has not noted molybdenum as a contaminant in their other
  Texas operations.

Although there were few selenium assays available, it was also
  often elevated in the mineralized zones, its grade generally following uranium
  grades. It does not appear to have a relationship to molybdenum. The highest
  value observed in core analyses was 0.09%Se associated with a chemical U3O8
  grade of 1.8%; Se grades of

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16

0.01% to 0.03% in the mineralized zones were the most common.
Background values were generally less than 10 ppm.

Vanadium is not common in the south Texas deposits and the few
V2O5 assays available did not show an elevation in mineralized zones over
background values of 0.01% -0.03% (personal communication, Oman, 2005).

Moore Ranch Property Wyoming

The following represents information summarized from the
Summary Report  Moore Ranch Project, Campbell County, Wyoming, dated June 27,
2006, prepared pursuant to the provisions of NI 43-101 by Douglas Beahm, PE, PG
Principal Engineer of BRS Inc. a Professional Geologist licensed in Wyoming, a
Professional Engineer licensed in Wyoming, Colorado, Utah, and Oregon, and a
Registered Member of the US Society of Mining Engineers (SME) and a Qualified
Person as defined by National Instrument 43-101. This report is summarized as
follows:

Moore Ranch Property  Description and Location

Moore Ranch Property is located in sections 26, 27, 33, 34, 34
and 36, Township 42 North, Range 75 West; Section 2, 3 and 4, Township 41 North,
Range 75 West; and Section 31, Township 42 North, Range 74 West, approximately
50 air miles northeast of Casper, Wyoming. Approximate Latitude 43°35 North and
Longitugde 105° 50 West.

The Moore Ranch Property was provided by EMC and represents the
approximate location of unpatented mining lode claims and mineral leases held by
EMC. The land surface consists of both private and state lands. The 124
unpatented mining lode claims, along with three state leases, two private
leases, in total comprise of some 3,950 acres as follows:

|Property                       | Township | Range | Section(s)           | No. Claims | ~Acreage
|------------------------------ | -------- | ----- | -------------------- | ---------- | --------
|SD Claims                      | T42N     | R75W  | 26,27,33, 34, and 35 | 124        | 2,560   
|0-41007                        | T42N     | R75W  | 36                   |            | 640     
|0-41002                        | T42N     | R75W  | 31                   |            | 160     
|0-40887                        | T42N     | R75W  | 35                   |            | 40      
|Iberlin Lease                  |          |       |                      |            | 300     
|Moore Family Trust
      Lease |          |       |                      |            | 250     
|TOTAL                          |          |       |                      |            | 3,950   

The claims and leases lie on public lands administered by the
U.S. Bureau of Land Management with an annual fee of US$125 per claim and a
Wyoming State assessment of US$8.00 per claim. Further work on the claims will
require permitting by the BLM and since the area is one already dedicated to
industrial activity in the form of uranium mining, it is not anticipated that
exploration permits will be especially difficult to obtain.

There are no pre-existing mineral processing facilities or
related wastes on the property, however, Conoco did conduct a small test mine
pit southwest of the property that has been abandoned and reclaimed.

Moore Ranch Property  Accessibility, Climate, Local
Resources, Infrastructure and Physiography

The Moore Ranch Uranium Project is located within the Wyoming
Basin physiographic province in the western portion of the Powder River Basin.
The site is just south of the Pumpkin Buttes, a series of small buttes rising
several hundred feet above the surrounding plains. The buttes are eriosional
remnants of the Tertiary White River Formation that is believed to have overlain
the majority of the Powder River Basin. The volcanic tuffs in the White River
Formation have been cited as the source of uranium in the basin.

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17

The site is located at approximately Latitude 43° 35 North and
Longitude 105° 50 West on the western side of the Powder River Basin. The area
is a low lying plain, roughly 5,300 feet in elevation. Vegetation is
characteristically sagebrush and grassland with some pines in elevated terrain
and some deciduous trees within drainages. There are three main ephemeral
drainages at the site which are tributaries of the Cheyenne River. Historically
the land has been used for livestock grazing.

The site is located within the Pumpkin Buttes Mining District
which has the first commercial uranium production district in Wyoming. Uranium
was first discovered in the Pumpkin Buttes in 1951. Intermittent production from
some 55 small mines through 1967 produced 36,737 tons of ore containing 208,143
pounds of uranium. This early mining focused on shallow oxidized ores exploited
by small open pit mines. The ore was generally transported to the Atomic Energy
Commission buying station in Edgemont, South Dakota. Modern mining in the
district was focused on deeper reduced ores. Cogems Christensen Ranch and
Iriguary Ranch insitu leach uranium mining areas and processing facilities are
located within the Pumpkin Buttes district. Approximately 20 air miles from
Moore Ranch. These mines have completed successful insitu mining and aquifer
restoration in the Wasatch Formation.

The site is accessible via 2-wheell drive on existing county
and/or private gravel roads proceeding south 1 to 2 miles from Wyoming Highway
387 approximately 5 miles west of junction of Wyoming Highway 387 and Wyoming
Highway 50.

Moore Ranch Property  History

Energy Metals acquired from Mr. Sheriff, prior to his being
appointed a director of Energy Metals, several state leases and claim blocks in
Wyoming that include the Moore Ranch Property. This acquisition was made
pursuant to the exercise of Energy Metals right of first refusal granted in the
agreement for the Aurora Property and pursuant to an Agreement of Purchase and
Sale dated February 18, 2005 made between Mr. Sheriff and Energy Metals.
Pursuant to the agreement Energy Metals agreed to issue 1,500,000 Energy Metals
Shares as consideration for the acquisition of certain uranium properties
comprising the Moore Ranch Property, the KM & KME Blocks, the RM Block, the
CD Block, and the BL Block properties and certain other Wyoming properties.
Energy Metals issued 500,000 shares of Energy Metals on November 3, 2005,
500,000 shares on January 4, 2006 and 500,000 are to be issued on or before
January 5, 2007.

Moore Ranch was previously developed as a joint venture between
Conoco, Kerr McGee Uranium, and Wold Uranium with Conoco controlling
approximately 50% of the joint venture. As of 1982 Conoco reported expenditures
of $3.5 million in acquisition, discovery and delineation of several mineralized
areas in the vicinity and in permitting and licensing of a proposed uranium
processing facility known as the Sand Rock Mill, to have been located at the
Moore Ranch site.

Drill maps show the collar locations. All drilling was vertical
and given the relatively shallow depth of most holes (less than 400 feet)
downhole drift would be minimal. Conoco delineated 3 planned open pit areas with
drilling on 50 foot centers (approximately 2,500 rotary drill holes) and the
completion of approximately 130 core holes on the property.

Conoco conducted a small test mine pit southwest of the property
  that has been abandoned and reclaimed. In addition, Conoco developed all required
  baseline information and applied for both a WDEQ/LQD mining permit and a USNRC
  Source Material License, including preparation of a Draft Environmental Statement
  in 1982. Historic mineral resource estimates by Conoco were based on a 3 foot
  of 0.03 %*e*U308 or a GT of 0.09 and a 3 foot of
  0.05 %*e*U30 are comparable to the current estimate.

Although access to the Moore Ranch Property deposits by open
pit mining would require dewatering of the

Moore Ranch Property  Geological Setting

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18

Uranium mineral resources within and adjacent to the project
are found in the Eocene Wasatch Formation. The Wasatch is a fluvial deposit
composed of sandstones dispersed with claystones, siltstones, carbonaceous
shales, and thin coals which overlies the Paleocene Fort Union Formation,
another fluvial sedimentary unit. The coals mined in the Powder River Basin are
found in the Fort Union Formation and regionally the Fort Union is also mined
for uranium. Within 5 miles to the north the Wasatch is overlain by the White
River Formation, however, within the project area the White River is not present
and Wasatch or younger Quaternary alluvial deposits are exposed at the surface.

Conoco terminology for the stratigraphic units within the
Wasatch are as follows:

The lowest sand units of the Wasatch
are referred to as the 10 zone and successively younger units are numbered
higher grossly by increments of 10, i.e., 20, 30 and 40 zones etc. The host sand
unit at Moore Ranch is 70 zone. Locally overlain by the E coal the 70 sand is
approximately 80 feet thick, however, the mineralization in any given hole
rarely exceeds 25 feet. Mineralization in Section 35 ranges from 100 to 297 feet
from the surface and averages approximately 178 feet deep. Mineralization in
Section 34 is up to 333 feet deep and averages approximately 252 feet deep.

Ground water levels on the property vary with topography and
are reported to be near surface in the alluvial valleys and 100 or more feet
deep under adjacent ridges. Based on data in the Conoco WDEQ/LQD mine permit,
the top of the 70 sand is at or near the water table in some areas. Specifically
in the S 1⁄2 of Section 35, T42N, R75W, the water table in the circa 1980 Conoco
reports is shown to be as shallow as 5,175 feet above sea level. In this area
the upper mineralized zones, representing approximately 3% of the Section 35
mineralization, is some 10 feet below the projected water table.

On June 2006, the author conducted field work on the site,
inventorying existing wells and verifying current water levels. Developed and
flowing springs were observed in the alluvial valleys in both sections 34 and
35, T42N, R75W. In the adjacent section to the west, Wyoming State Engineers
records show a water right on a flowing well by Conoco, Permit P9934W, located
in the NW 1⁄4 SE 1⁄4, Section 33, T 42N, R75W, confirming that in places ground
water is at or near the ground surface.

During the field investigation three wells were located. Historical
  water levels were available for two of the three wells. Other wells on the property
  were searched for but either could not be located, had been abandoned, or had
  been impacted by coal bed methane activities. Water level data for the two wells
  with comparable data follows:

Well number 1808 located in the SW 1⁄4, NE 1⁄4, Section
  34, T42N, R75W. Water level measurements taken in the 1980s varied from
  142 to 145 feet below the ground surface. Water level measured on June 26, 2006
  was 147.0 feet below the ground surface.

Well number 1810 located approximately 100 feet north of the 1⁄4
corner of Sections 34 and 35, T42N, R75W. Water level measurements taken in the
1980s averaged 207 feet below the ground surface. Water level measured on June
26, 2006 was 180.2 feet below the ground surface. This represents a rise of
approximately 27 feet.

Well number 1808 shows essentially the same water level as
measured in the past. In Section 34 water level does not impact suitability of
the mineralization to ISL mining as the mineralized zones average 250 feet in
depth as compared to water levels in the range of 140 to 150 feet.

Well number 1810 is located in Section 35, T42N, R75W, where
the water table in the circa 1980 Conoco reports is shown to be as shallow as
approximately 5,175 feet above sea level and upper portions of the
mineralization was approximately 10 feet below the water table. However, the
June 26, 2006 water level measurement shows the ground water to be at a current
elevation of approximately 5,202 above sea level or some 37 feet above the upper
mineralized zones. It is not known what conditions would cause an increase in
ground water level nor is a single data point conclusive evidence for such an
increase, but such an increase does indicate more favorable conditions for ISL
mining with respect to the relationship of the mineralization to the water
table.

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19

Recommendations of this report include the confirmation and
expansion of previous hydroligcal investigations and studies including
verification of pump test data and determination of current ground water levels
and quality.

Moore Ranch Property  Mineralization

The host known for mineralization at the site is referred to as
the 70 sand of the Eocene Wasatch Formation. The Wasatch is a fluvial deposit
composed of sandstones dispersed with claystones, siltstones, carbonaceous
shales, and thin coals. The 70 sand is up to 80 feet thick, however,
mineralization in any given hold seldom exceeds 25 feet. Uranium mineralization
at the Moore Ranch Uranium Project is typical of the Wyoming Sandstone
Roll-Front mineralization.

The Moore Ranch Uranium Project was extensively explored from
the 1970s through the mid 1980s with the principal exploratory work and drilling
completed by Conoco Minerals Corporation. Conoco conducted extensive drilling on
the lands currently held by EMC including the delineation of 3 areas of
mineralization as planned open pit mines with drilling on 50 foot centres
(approximately 2,500 rotary drill holes) and the completion of approximately 130
core holes on the property. Mineral resource estimates are based on radiometric
equivalent uranium grade as measured by geophysical logs and verified by core
drilling and chemical analyses.

The mineralization is closely drilled, approximately fifty foot
centres throughout the majority of the area. The drilling demonstrates
continuity particularly along the mineralized trends. Based on the drill density
and apparent continuity of the mineralization along trend the mineral resource
estimate meets the criteria as measured mineral resources under the CIM
Standards on Mineral Resources and Reserves. Mineral resources are reported
based on GT cutoffs of 0.10, 0.25 and 0.50. For reporting purposes the 0.25
cutoff is recommended and is thus highlighted below. On area, the s1/2_Sec. 34
T42N R75W, has scattered drilling from which mineral resources may be estimated
meeting the criteria as inferred mineral resources under the CIM Standards on
Mineral Resources and Reserves. Inferred mineral resources for this area were
calculated at the 0.25 GT cutoff.

The current mineral resource estimate is:

Measured Mineral Resources

GT minimum
    Pounds %
      eU3O8
    Tons
    Average Grade
      %eU3O80.10
    6,276,131
    3,116,628
    0.1010.25
    5,879,632
    2,950,306
    0.1000.50
    5,237,319
    2,531,078
    0.103


Inferred Mineral Resources

GT minimum
    Pounds %
      eU3O8
    Tons
    Average Grade
      %eU3O80.25
    89,000
    43,600
    0.102


Moore Ranch Property  Exploration and Development

Energy Metals has not carried out any exploration and
development work on the Moore Ranch Property.

According to the Moore Ranch report, there is sufficient
potential to develop zones of mineralization on the Moore Ranch Property that
may be amenable to in situ leaching that further exploration work is well
justified.

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20

Energy Metals has acquired extensive database information on
previous exploration and development on the Moore Ranch Property. Prior to
conducting the exploration work recommended in the Moore Ranch report, Energy
Metals intends to complete the compilation of the technical information.

Red Rim Project - Wyoming

The following represents information summarized from the
Technical Report Red Rim Project, Sweetwater County, Wyoming, United Stated
dated June 14, 2006, prepared pursuant to the provisions of NI 43-101 by Douglas
Beahm, PE PG. Principal Engineer, BRS Inc., an independent qualified geological
and engineering consulting firm.

Red Rim Project Description and Location

The Red Rim is located in Sections 6, 8 and 18, Township 19
North, Range 90 West and Section 12, Township 19 North, Range 90 West and
Section 12, Township 19 North, Range 91 West approximately 20 air miles
southwest of Rawlins, Wyoming.

Land Ownership consists of Federal lands administered by the
United States Bureau of Land Management, State lands, and private lands. The
project is located within what is referred to as the Checkerboard which is a
strip of land along the Union Pacific Railroad Right-of-Way in which alternate
sections of land were originally deeded to the railroad. The original railroad
lands are generally the odd sections with the even sections being either federal
or state lands. The railroad lands are generally controlled by Anadarko
Petroleum. Mineral ownership generally follows the same pattern with the private
surface having private minerals and the public lands having public minerals.

The 1,000 claims held by EMC are unpatented mining lode claims,
and are located on federal lands and are referred to as the SC claims 1 through
35. They were located by EMC and are not known to have any encumbrances or
royalties. EMC acquired an additional 18 claims, referred to as the F Claims
F336 through F353. These mining lode claims will remain the property of EMC
provided the required filings and annual payments are made with the Carbon
County and the US Bureau of Land Management. Legal surveys of unpatented claims
are not required and have not been completed.

EMC also controls an additional 337 unpatented mining lode
claims in the vicinity, comprising approximately 6,900 acres.

There are no pre-existing mining and/or mineral processing
facilities or related wastes on the property. In order to conduct exploratory
drilling on the property, the operator will be required to obtain permits from
the State of Wyoming Department of Environmental Quality and the BLM. Mine
development would require a number of permits depending on the type and extent
of development, the major permit being the actual mining permit issued by the
State of Wyoming Department of Environmental Quality, Land Quality Division.
Mineral processing for uranium would require a source materials license from the
US Nuclear Regulatory Commission.

Red Rim Project Accessibility, Climate, Local Resources,
Infrastructure and Physiography

The Red Rim is located within the Wyoming Basin physiographic
province in the southeastern portion of the Great Divide Basin. The site is near
the Wamsutter Arch, which divides the structural Great Divide and Washakie
basins. Regional structural features also include the Rawlins uplift and the
Granite Mountains to the north and the Sierra Madre uplift to the south.

The site is located at approximately Latitude 41° 39 North and
Longitude 107° 34 West. The principal physiographic features in the immediate
vicinity are the Red Rim, a prominent low-lying ridge with a
southwestern/northeast orientation, and Separation Creek, which generally forms
the southern boundary of the project. Elevations range from approximately 6,000
to slightly over 7,000 feet above mean sea level. The area is

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21

arid with less than 10 inches of average rainfall annually.
Prevailing winds are from the southwest to the northeast. The majority of the
annual precipitation occurs during the spring months as either rain or snow. The
site is generally accessible year round. Although weather conditions could
impede travel occasionally, there are no significant impediments to mine
development due to typical weather conditions. The area is rangeland with
vegetation consisting primarily of sagebrush and grasses.

The site is accessible via 2-wheel drive via three different
routes. The Daley and Hadsell roads which proceed south from Interstate 80 to
the site, and Carbon County Road 605 which proceeds approximately 23 miles
southwest from Rawlins along Hogback Ridge. The shortest route to the site is to
proceed west on I-80 eleven miles to the Daley road, then travel south for
approximately 8 miles. However, this road is private in portions and access may
be limited.

Red Rim Project History

The strongly altered hematite stained outcrop, from which the
Red Rim derives its name, attracted early mineral locators to the area seeking
Wyoming standstone roll-front type deposits. In 1970, based on the similarities
to Powder River Basin lithology, surface alteration, and gamma anomalies at
outcrop, Kerr McGee first located claims in the general vicinity followed
closely by Union Carbide. Both companies conducted exploration and drilling
programs and reportedly encountered alteration and mineralization at depth.
However, by 1974 these early claims were dropped. In 1974 both Timberline
Minerals and Wold Nuclear located claims in the gernal area. Union Carbide
subsequently leased the Timberline Minerals property and later in 1976 entered a
joint venture agreement with Rocky Mountain Energy, a subsidiary of the Union
Pacific Railroad, for the alternate sections of private lands in the area.

Union Carbide conducted an exploration and drilling program on
the property through 1981, completing a total of some 282 drill holes totaling
about 477,565 feet. In addition data was acquired for another 50 drill holes.
Thus, overall the available data, at the time this report was prepared,
consisted of drill intercept data from 332 drill holes for which geophysical
logs with gamma, resistivity, and spontaneous potential, from 185 rotary drill
holes and 2 diamond core holes are available. Of the total drilling completed in
the vicinity, 136 rotary drill holes and 2 core holes are located within EMCs
current mineral holding. Of these 138 drill holes, 42 are barren or contain only
trace mineralization and the remaining 96 are mineralized.

Historic economic studies were conceptual and were based on conventional
  underground mining. No specific mine plans or environmental permits (other than
  for drilling) have been developed for the property. Historic mineral resource
  estimates by Union Carbide encompassed a greater area than that currently held
  by EMC and are therefore not directly applicable to the present property. What
  is notable from historic mineral resource estimates is the average thickness
  and grade reported. Historic mineral resource estimates considered for underground
  mine development were calculated by polygonal methods at cutoffs of 6 feet with
  a minimum grade of 0.06% eU3O8 > .36) and 6 feet with a minimum grade of
  0.10 % eU3O8 (GT >.6). The average thickness and grades from these estimates
  were 5.7 feet at an average grade of 0.149% eU3O8 and 5.5 feet at an average
  grade of 0.196% eU3O8.

Red Rim Project Geological Setting

The host formation for known mineralization at the site is the
lower 500 to 700 feet of the Palecene Fort Union Formation. In the area, the
Fort Union is a medium to coarse grained arkosic sandstone with local
conglomeritic zones grading upward to thinner interbedded sandstones,
siltstones, carbonaceous shales, and coals. The Fort Union is unconformably
underlain by the Cretaceous Lance Formation and regionally overlain by the
Eocene Wasatch Formation. At the site, dominant surface exposures are Fort Union
or Quaternary alluvial deposits. The Lance contact is exposed just east of the
area and the Wasatch contact is exposed several miles to the west.

The general post-Cretaceous geologic history of the area began
with the Laramide Orogeny that divided the region into a series of downwarped
basins separated by adjacent uplifted blocks. At this time, the major regional

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22

structural features and contemporary basins of the Wyoming
Basin physiographic province were formed. Rapidly subsiding portions of the
basins received thick clastic wedges of predominately arkosic sediments, while
larger, more slowly subsiding portions of the basins received a greater
proportion of paludal and lacustrine sediments. Beginning in mid-Eocene and
increasing in the Oligocene, regional volcanic activity contributed significant
amounts of tuffaceous materials to local sediments. Deposition probably
continued through the Miocene but post-Miocene erosion has completely removed
the Oligocene and Miocene units at the site.

The source of sediment in the host formation at the site is not
known in absolute terms. Regionally sediment was probably received both from
northern sources, the Rawlins uplift and the Granite Mountains, and from
southern sources, the Sierra Madre uplift. Paleocurrent studies conducted by
Union Carbide and reported in their 1978 annual report indicate a northern
source for at least the lower units of the Fort Union Formation. This study also
concludes that the depositional environment changes from a braided stream
pattern along the northern portions of the Red Rim to a more meandering stream
pattern of deposition near Separation Creek in the southern portions of the
site. North of Separation Creek, the basal portion of the Fort Union is a
prominent ridge-forming unit that is composed of dominantly arkosic sandsonte
which is often altered. South of Separation Creek, the formation becomes less
resistant, is composed of sub-arkosic to quartzose, and is generally not
altered. This change in lithology may reflect a facies change between the
northern and southern sources derived sediments. If as available data indicates,
the source of sediment for the host is from the north i.e. Granite Mountains,
this could represent a direct link to the possible source of uranium. Several of
the major uranium districts in Wyoming including the Gas Hills, Shirley Basin,
Great Divide Basin, Crooks, Gap, and the southern Powder River Basin received
sediment from the Granite Mountains. For each of these districts one of the
potential sources of uranium is cited as the Granite Mountains. The two sources
of uranium for the Red rim are the Granite Mountains and leaching of Oligocene
and Miocene volcanics.

Red Rim Project Exploration

Energy Metals has not yet conducted its own exploration of the
Red Rim Property, however

Red Rim Project Mineralization

The Mineral Resource Report estimates an indicated mineral resource
  of 1,142,449 pounds of eU3O8 contained in 336,655 tons at an average grade of
  0.170 % eU3O8 and an additional inferred mineral resource of 1,539,447 pounds
  of eU3O8 contained in 472,988 tons at an average grade of 0.163 % eU3O8. This
  mineral resource estimate is based on historical data from 136 rotary drill
  holes and 2 core holes comprising a total drilled footage in excess of 300,000
  feet completed by the Union Carbide Mining and Metals Division (UCC) in the
  1970’s and 1980’s.

Mineralization on the Red Rim Property is typical of the
Wyoming Sandstone Roll-Front. Measurement of the uranium concentrations in the
drill holes was calculated from calibrated natural gamma geophysical logs.
Radiometric equilibrium was assumed based on limited data and the geologic
character of the mineralization. A unit weight of 125 pounds per cubic foot or
16 cubic feet per ton was assumed. For indicated mineral resources the
mineralized trend was bracketed by drilling. For inferred mineral resources,
where the mineralized trend was not fully defined by drilling, the trend was
interpreted based upon the character of geophysical logs and lithologic data.

The Mineral Resource Report addresses mineralization within a
single sandstone horizon in the Lower Fort Union Formation. Individual
intercepts were combined to represent the GT for each hole in that horizon. Some
drill holes contained mineralization outside this horizon but were not included
in the mineral resource estimate. The location of the mineralized zone in each
drill hole was taken to be the top of the mineralization. Once the data was
reduced the location of the oxidation/reduction boundary was interpreted, as
well as, the 0.5, 0.25 and 0.1 GT limits. The data was contoured and the area
measured by GT ranges; the contained pounds of uranium were calculated by
multiplying the measured areas by GT; total tonnage was calculated by contouring
thickness; and the results summed. Along the mineralized trend where drill data
bracketed the mineralized trend, the

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23

mineral resource was defined as indicated. Where the trend was
not bracketed fully by drill data but could be reasonably interpreted from
available data, the mineral resource was defined as inferred.

Economics, mining method, and recovery will dictate the
appropriate cutoff grade and/or GT to be applied to the in-the-ground indicated
and inferred mineral resources during future feasibility assessments of the
mineralization. The 0.10 GT cutoff estimates were reported to assess the total
mineralization. The 0.25 and 0.5 GT cutoffs are more common for current insitu
leach (ISL) operations. A 0.25 GT cutoff is recommended as representative of
that portion of the total mineral resources that should be considered in future
feasibility studies. The following is a summary of estimated indicated and
inferred mineral resources:

Indicated Mineral Resources

**GT**minimum
    **Pounds %**eU3O8
    **Tons**
    **Average Grade**%eU3O80.10
    1,185,402
    376,200
    0.1580.25
    1,142,449
    336,655
    0.1700.50
    971,783
    254,329
    0.191


Inferred Mineral Resources

**GT**minimum
    **Pounds %**eU3O8
    **Tons**
    **Average Grade**%eU3O80.10
      1,597,651
    525,661
    0.1520.25
      1,539,447
    472,988
    0.1630.50
      1,307,412
    362,398
    0.180


The original radiometric drill data was available as a paper
record. This data was input as electronic data via a spreadsheet into the
computer programs utilized in the development of this report. Data entry was
checked and confirmed. Drill hole locations were scanned and digitally
rectified. The resultant drill maps were then checked and confirmed by
overlaying with the original maps. Radiometric log interpretation was confirmed
from available geophysical logs. Geologic interpretation and correlation of
lithology was completed by the author by personally examining each drill log.

A minimum cutoff grade of 0.02 %eU3O8 was applied to all data.
  In addition, thin isolated mineralization and/or mineralization not located
  within the horizon of interest was not utilized in the mineral resource estimation.

The continuity of mineralization both with respect to thickness
and grade is good along the axis of the mineralized trend, near the
oxidation/reduction interface. Mineralization is less continuous within the
altered interior portion or tail area of the mineralization. Variations in
mineralized thickness and grade observed from the Red Rim data are typical of
Wyoming Sandstone Roll-Front mineralization.

Mineralization is present on adjacent properties. This
information was not utilized in the development of the Mineral Resource Report;
however, the authors regional knowledge of the mineralized trend location did
affect the interpretation of data utilized. Data available for the preparation
of this report is historic data developed by previous owners of the property.
EMC has not yet conducted its own exploration of the property.

EMC controls an additional 338 unpatented mining lode claims (F
Claims) northwest of the property, comprising approximately 6,900 acres and a
mineral lease from the State of Wyoming for Section 36, Township 20 North, Range
91 West. Historical drilling and geologic interpretation has identified a
potential extension of the known mineralization along a trend of approximately
15 miles.

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24

Peterson Uranium Project - Wyoming

The Peterson Uranium Project, Mineral Resource Report dated
June 27, 2006 is authored by Douglas Beahm, Principal Engineer and Owner of BRS
Inc., a Professional Geologist licensed in Wyoming, a Professional Engineer
licensed in Wyoming, Colorado, Utah, and Oregon, and a Registered Member of the
US Society of Mining Engineers (SME) and a Qualified Person as defined by
National Instrument 43-101. This report is summarized as follows:

Peterson Uranium Project  Description and Location

The Peterson Uranium Project is located in Sections 19 and 30,
Township 34 North, Range 72 West, Sections 14, 23, 25-27 and 34-36, Township 34
North, Range 73 West and Sections 1 and 2, Township 33 North, Range 73 West
approximately 36 air miles east of Casper, Wyoming. Approximate Latitude 40° 35
North and Longitude 105° 52 West.

The unpatented mining claims held by EMC and the one state
lease; in total comprise some 3,269 acres. The land surface consists of both
private and state lands. EMC controls three claim blocks referred to as PAR
claims, L claims and GL claims, and a State of Wyoming lease as follows:

Property
      Township
      Range
      Section(s)
      No. Claims
      ~AcreagePAR
    34N
    73W
    29, 30, 31,32
    89
    1,745GL
    34N
    73W
    19, 30
    38
    661L
    34N
    73W
    14,23
    12
    219Section 36
    34N
    73W
    36
    NA
    644TOTAL
    
    
    
    
    3,269


The claims were located by EMC and are not known to have any
encumbrances or royalties. The claims will remain the property of the Company
provided we adhere to required filing and annual payment requirements with
Converse County and the Bureau of Land Management. Legal surveys of unpatented
claims are not required and have not been completed.

There are no pre-existing mining and/or mineral processing
facilities or related wastes on the property. In order to conduct exploratory
drilling of the property, EMC will be required to obtain permits from the State
of Wyoming Department of Environmental Quality, Land Quality Division and mine
development would require a number of permits depending on the type and extent
of development, the major permit being the actual mining permit issued by State
of Wyoming Department of Environmental Quality, Land Quality Division. Mineral
processing or uranium would require a source materials license from the US
Nuclear Regulatory Commission.

Peterson Uranium Project Accessibility, Climate, Local
Resources, Infrastructure, and Physiography

The Peterson Uranium Project is located within the Wyoming
Basin physiographic province in the south protion of the Powder River Basin. The
site is near the Deep Basinal Axis. Regional structural features also include
the Laramie Mountains to the south, Casper Arch to the west, and the Black Hills
and Hartville Uplift to the east.

The site is located at approximately Latitude 40° 35 North and
Longitude 105° 52 West in the southern ed of the Powder River Basin and within
the drainage basin of the North Platte River which lies approximately 1 mile
south of the project. The area is a low lying plain, roughly 5,000 feet in
elevation. Vegetation is characteristically sagebrush and grassland.
Historically the land has been used for livestock grazing.

The site is accessible via 2-wheel drive via two different
routes.

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25

Peterson Uranium Project History

Peterson, et al, conducted the initial exploration and drilling
program on the property. Arizona Public Service Company acquired an option on
the property in 1978 and retained the Nuclear Assurance Company to conduct
drilling and feasibility studies on the property. The feasibility report was
completed in 1979. Additional development drilling was completed by Malapai
Resources in performance of annual claim assessment work at least through 1986.
Of the total drilling completed in the vicinity data from 1,671 rotary drill
holes and 29 diamond core holes were available for the technical report. From
this database 1,458 rotary drill holes and 29 diamond core holes are located
within EMCs current mineral holding. The mineral resource estimate contained
was based on 786 mineralized holes of which 645 contained mineralization in
excess of the minimum GT cutoff.

Historical mineral resource estimates by Malapai Resources
Company were based on a 4 foot of 0.03%eU308ora GT of
0.12 and are comparable to the current estimate.

Peterson Uranium Project Geological Setting

Uranium mineral resources within and adjacent to the project
are found in the upper portions of the Paleocene Fort Union Formation. The Fort
Union Formation is a fluvial sedimentary stratigraphic unit consisting of fine
to coarse grained arkosic sandstone which is interbedded with siltstone,
mudstone, and carbonaceous material. The coals minded in the Powder River Basin
are also in the Fort Union Formation and are being mined some 20 miles to the
west at the Glencrock Coal Mine and at numerous mines 40 miles or more north of
the project. The Fort Union formation overlies the Cretaceous Lance Formation, a
dominantly marine sedimentary formation. Regionally the Fort Union is overlain
by the Tertiary Wasatch Formation, however, within the project area the Wasatch
is not present and the Fort Union or younger Quaternary alluvial deposits are
exposed at the surface.

Peterson Uranium Project Exploration

Energy Metals has not yet conducted its own exploration on the
property.

Peterson Uranium Project Mineralization

Seven distinct mineralized trends are defined by drilling on
the PAR Claims and two on the GL claims. These trends are within the B, C and D
sands of the Fort Union Formation and are separated vertically and spatially.
Separate mineral resource estimates were completed for each separate mineralized
trends and within each host sand unit. Within the distinct mineralized zones,
individual intercepts were combined to represent the GT for the hole within that
zone. The location of the mineralized zone was taken to be the top of the
mineralization. The drill data was then summarized and contoured by GT ranges;
the contained pounds of uranium were calculated by multiplying the measured
areas by GT; total tonnage was calculated by contouring thickness; tonnage by GT
range was estimated based on the ratio of GT areas to total tonnage; and the
results summed. Mineralization for each of the nine separate mineralized areas
was defined as measured or indicated in accordance with CIM standards based on
the continuity of mineralization. Drill density was consistent across the
property.

Economics, mining method, and recovery will dictate the
appropriate cutoff grade and/or GT to be applied to the in-the-ground indicated
and inferred mineral resources during future feasibility assessments of the
mineralization. The 0.10 GT cutoff estimates were reported to assess the total
mineralization. The 0.25 and 0.5 GT cutoffs are more common for current ISL
operations. A 0.25 GT cutoff is recommended as representative of that portion of
the total mineral resources that should be considered in future feasibility
studies. The following is a summary of estimated measured and indicates mineral
resources.

Measured and Indicated Mineral Resources:

CIM Category
    GT
    Pounds
    Average
      Grade
    Tons


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26

|                                      | Minimum | U3O8      | % U3O8 |          
|------------------------------------- | ------- | --------- | ------ | ---------
|                                      | 0.10    | 2,140,441 | 0.074  | 1,448,148
|Measured Mineral Resource             | 0.25    | 1,576,337 | 0.088  | 895,560  
|                                      | 0.50    | 1,017,656 | 0.107  | 475,836  
|                                      |         |           |        |          
|                                      | 0.10    | 412,793   | 0.074  | 277,838  
|Indicated Mineral Resource            | 0.25    | 261,864   | 0.119  | 109,995  
|                                      | 0.50    | 132,043   | 0.193  | 34,278   
|                                      |         |           |        |          
|                                      | 0.1     | 2,553,234 | 0.074  | 1,725,986
|Measured & Indicated Mineral Resource | 0.25    | 1,838,201 | 0.091  | 1,005,555
|                                      | 0.5     | 1,149,699 | 0.113  | 510,114  

The original radiometric drill data was available as a paper
record. This data was input as electronic data via a spreadsheet into the
computer programs utilized in the development of this report. Data entry was
checked and confirmed. Drill hole locations were input from coordinate listings
and plotted. The resultant drill maps were then checked and confirmed by
overlaying with the original maps. Radiometric log interpretation was spot
checked by the author for the higher grade intercepts and as previously
discussed the historic log interpretation followed standard methods. Drill data
is based on interpretation of downhole geophysical logs consisting of natural
gamma, resistivity, and SP (Spontaneous Potential). Resistivity and SP were
utilized for defining lithology and correlating the logs. Natural gamma was used
to measure uranium concentrations. Geophysical logging was dominantly provided
from a commercial vendor, Century Geophysical. Calibration of the logging trucks
was routinely conducted at Department of Energy facilities. Data in the
possession of EMC includes the original geophysical logs, a log interpretation
calculation sheet for each drill hole, and a lithologic log for each drill hole.
Also, included in EMCs database are the results of chemical analysis from 29
core holes including copies of commercial laboratory certificates.

A minimum cutoff grade of 0.02%eU3O8 was
applied to all data. In addition, thin isolated mineralization and/or
mineralization not located within the horizon of interest was not utilized in
the mineral resource estimation.

The continuity of mineralization both with respect to thickness
and grade is good along the axis of the mineralized trend, near the
oxidation/reduction interface. Mineralization is less continuous within the
altered interior portion or tail area of the mineralization. Variations in
mineralized thickness and grade observed from the Peterson data are typical of
Wyoming Sandstone Roll-Front mineralization.

Mineralization is present on adjacent properties. Current
uranium production in Wyoming is from ISL mining operations in the Powder River
Basin, located just north of the Peterson Uranium Project. PRIs Highland
Uranium ISL operation is located approximately 14 miles to the northwest. Teton
Minerals conducted an ISL pilot operation at the Leuenberger Project
approximately 4 miles to the west. A 1985 report by Malapai Resources proposed
consolidation of properties within the vicinity (10  15 miles radius) into a
large mining unit with the Peterson and Leuenberger projects as the central
focus. Within a 12 mile radius of the Peterson Uranium Project EMC controls
mineral rights to over 5,500 acres of mining claims and leases including EMCs
holding in T34N, R74W that encompasses portions of Malapais former Leuenberger
project.

Antelope Property Wyoming

Antelope Property  Description and Location

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27

Energy Metals acquired several claim blocks in Wyoming that are
included in the Antelope Property from Mr. Sheriff pursuant to an Amended and
Restated Agreement of Purchase and Sale dated October 25, 2004, prior to his
becoming a director of Energy Metals. The agreement with Mr. Sheriff also
included the Jab, the Twin Buttes, the Western Sheep Mountain, the Wate Pipe and
the Cyclone properties and certain other Wyoming properties. In consideration
for the properties Energy Metals agreed to issue Mr. Sheriff 1,250,000 shares of
Energy Metals in three separate tranches, all of which have been issued.

The following represents information summarized from the
Summary Report  Antelope Uranium Project dated January 10, 2005, prepared
pursuant to the provisions of NI 43-101 by B. Ainsworth, P.Eng. of
Ainsworth-Jenkins Holdings Inc., an independent qualified geological and
engineering consulting firm.

The Antelope Property has been the subject of significant
exploration for uranium from the 1950s to the 1970s. In excess of 1,300 drill
holes are reported to have been completed by Newpark Resources and others. The
resource was not fully defined at that time and no additional drilling has been
reported since 1979. Preliminary evaluation suggested that parts of this
resource may be amenable to in situ leach technology.

The claims lie on public lands administered by the BLM with an
annual fee of US$125 per claim and a Wyoming State assessment of up to US$8.00
per claim. Further work on the claims will require permitting by the BLM and
since the area is one already dedicated to industrial activity in the form of
uranium mining, it is not anticipated that exploration permits will be
especially difficult to obtain.

Antelope Property  Accessibility, Climate, Local Resources,
Infrastructure and Physiography

The Antelope Property is located near the Continental Divide in
Central Wyoming and can be reached by good a clay road from Jeffrey City to the
north and Bairoil to the east, both approximately 10-12 kilometers from the
claim blocks.

The area has a dry climate, typical of the basin and range
country that extends from eastern Oregon to northern Arizona. Winters are
relatively cold having temperatures as low as 35° C with nominal snowfalls of 10
to 20 cms in the months of December and January. Summer may have temperatures
reaching 35-40° C and are fairly dry, with precipitation ranging from 10 to 20
mm per month. The actual operating season for basic exploration purposes is from
March to November. Road closures due to extreme winds may cause delays in access
and occasional rainstorms can make the clay roads impassable unless the surface
has been capped with sufficient gravel.

The claims cover the area of the Great Divide Basin that is
characterized by internal drainage and low relief. With the exception of a few
low hills most of the local relief is less than 30 meters (100 feet) in a
general elevation of about 2,300 meters (6,900 feet). Very few trees stand on
the windswept prairie surfaces where the dominant vegetation is a type of
sagebrush. The access for drilling represents very little challenge except
during break-up or after occasional rainy periods because of the clay soils and
unsealed roads.

The nearest power lines come into the area from Bairoil and
Jeffrey City, and cross the area to service the Sweetwater uranium mill and the
area of the former Sheep Mountain mine. Both of these communities are small but
might offer some labour for future operations. The Sweetwater mill is on care
and maintenance at this time and might be suitable for the treatment of uranium
ores from the Antelope Property.

Antelope Property  History

The Antelope Property is located within the Great Divide Basin
which was subject to a major exploration effort during the early development of
the nuclear industry in the 50s, and subsequently in the uranium exploration of
the late 70s. During the latter period several properties in the area were
taken to feasibility studies and some to production.

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28

The original interest in the area was prompted by the discovery
at Hadsell Crossing, some time before 1936, of an unidentified yellow mineral by
Mrs. Minnie McCormick of Wamsutter. This mineral was eventually identified as
schroeckingerite, a hydrated fluoro-carbonate-sulphate containing uranium.

Previous exploration of the Antelope Property was carried out
by Newpark Resources, Nedco, Teton Energy Corp. and others. According to
information provided by the vendor, uranium mineralization occurs in several
roll fronts within the Browns Park formation. In excess of 1,300 drill holes are
reported to have been completed.

Antelope Property  Geological Setting

The Antelope Property is located in the Great Divide Basin,
which is underlain by the Tertiary Battle Spring Formation. This formation has a
thickness, regionally, of up to 1,575 m (5,200 feet), with its principal
lithologies being massive sandstone units that are generally buff to brown if
oxidized and grey to green if unoxidized. The sandstone is a poorly sorted unit
with medium to coarse grained, arkosic, subangular to angular sand clasts. Some
claystone, siltstone and carbonaceous shales are interbedded in the sandstones.

Outside the project area, the Battle Spring Fm. is overlain by
the Bridger Formation, which is comprised of claystones and siltstones of Upper
Eocene age. The Battle Spring Fm. is shown in oil wells of the area to be
intercalated with carbonaceous shales and claystones of the Green River
Formation. This unit is a black shale which is noted for its high metal
concentrations, particularly zinc, vanadium and molybdenum. Beneath the Battle
Spring Fm., the Fort Union Formation forms an impermeable barrier to downward
solution migration, being comprised of fine-grained sandstones and siltstones
with some carbonaceous shales and coal beds.

In regional terms the Tertiary sediments overly a thick (2000
m) sequence of Mesozoic and Paleozoic sediments that cover PreCambrian
crystalline rocks in the basement.

The Antelope Property lies in a major synclinal valley formed
during the Laramide Orogeny. The Battle Spring sandstones are the product of the
erosion of a uraniferous granitic massif that flanks this valley.

Antelope Property  Mineralization

The deposit is classified as a solution front or roll front
style of mineralization produced as a result of uranium dissolution and
transport by oxidizing ground waters and subsequent deposition at an irregular,
active boundary where a reducing environment balances the oxidative capacity of
the ground waters. Controls for the formation of this type of deposit include a
moving aquifer confined between horizontal aquitards, oxygen rich water in the
aquifer, some soluble species of uranium minerals and disseminated sulphides or
other reductants such as carbon rich material in the unoxidized aquifer.

Uranium is progressively dissolved by the oxidizing water being
recharged from the surface and transported to the chemical front at which the
oxygen has been exhausted by the reductants in the sandstone. The loss of pyrite
due to oxidation has potential to be a characteristic that could be mapped by
induced polarization surveys.

Antelope Property  Exploration and Development

Energy Metals has acquired extensive database information on
previous exploration and development on the Antelope Property. Prior to
conducting the exploration work recommended in the Antelope report, Energy
Metals intends to complete the compilation of the technical information.

Effective July 10, 2006 Energy Metals completed the business
combination with Quincy Energy Corp. by way of plan of merger. Through the
acquisition, the following properties were acquired:

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29

Aurora Property Oregon

Aurora Property  Description and Location

The Aurora Property is located in southern Oregon 3 miles from
the Nevada border, about 10 miles west of the small border town of McDermitt,
Nevada. Energy Metals acquired the Aurora Property pursuant to an Agreement of
Purchase and Sale and Grant of Right of First Refusal dated July 19, 2004 made
with William M. Sheriff, prior to his becoming a director of Energy Metals.
Pursuant to the agreement, Energy Metals was granted the right to acquire all of
Mr. Sheriffs interest in various uranium properties, in consideration for the
issuance of 1,000,000 Energy Metals Shares to Mr. Sheriff. The Aurora Property
is subject to a 1.5% NSR payable to Kevin Linville of Durango, Colorado. In
addition to the Aurora Property, Energy Metals also acquired, pursuant to the
agreement, the Velvet property in Utah and properties in Wyoming, Arizona and
South Dakota.

Energy Metals entered into an Option-Joint Venture agreement
with Quincy dated May 18, 2005 granting Quincy the right to purchase up to a 75%
interest in the Aurora Property. Quincy had the right to earn a 51% interest in
the Aurora Property by incurring $2,000,000 in exploration expenditures by May
19, 2009 and issuing 2,000,000 of its shares to Energy Metals, of which
1,000,000 shares have been issued and the balance is to be issued in three equal
tranches on the anniversary date of the agreement. An additional 24% interest
may be earned Quincy funding development on the Aurora Property through to
feasibility.

The unpatented Federal claims comprised in the Aurora Property
are registered in the name of EMC and are described as follows:

|Claim Name | County Instrument | BLM
      Serial #
|---------- | ----------------- | ------------------
|New U #11  | 97-8460           | 153217            
|New U #12  | 97-8461           | 153218            
|New U #13  | 97-8462           | 153219            
|New U #14  | 97-8463           | 153220            
|New U #15  | 97-8464           | 153221            
|New U #16  | 97-8465           | 153222            
|New U #17  | 97-8466           | 153223            
|New U #18  | 97-8467           | 153224            
|New U #19  | 97-8468           | 153225            
|New U #20  | 97-8469           | 153226            
|New U #21  | 97-8470           | 153227            
|New U #22  | 97-8471           | 153228            
|New U #23  | 97-8472           | 153229            
|New U #24  | 97-8473           | 153230            
|New U #25  | 97-8474           | 153231            
|New U #26  | 97-8475           | 153232            
|New U #27  | 97-8476           | 153233            
|New U #28  | 97-8477           | 153234            
|New U #29  | 2006-2238         | 160405            
|New U #30  | 2006-2239         | 160406            
|New U #31  | 2006-2240         | 160407            
|New U #32  | 2006-2241         | 160408            

---

30

|Claim Name | County Instrument | BLM
      Serial #
|---------- | ----------------- | ------------------
|New U #33  | 2006-2242         | 160409            
|New U #34  | 2006-2243         | 160410            
|New U #35  | 2006-2244         | 160411            
|New U #36  | 2006-2245         | 160412            
|New U #37  | 2006-2246         | 160413            
|New U #38  | 2006-2247         | 160414            
|New U #39  | 2006-2248         | 160415            
|New U #40  | 2006-2249         | 160416            
|New U #41  | 2006-2250         | 160417            
|New U #42  | 2006-2251         | 160418            
|New U #43  | 2006-2252         | 160419            
|New U #44  | 2006-2253         | 160420            
|New U #45  | 2006-2254         | 160421            
|New U #46  | 2006-2255         | 160422            
|New U #47  | 2006-2256         | 160423            
|New U #48  | 2006-2257         | 160424            
|New U #49  | 2006-2258         | 160425            
|New U #50  | 2006-2259         | 160426            
|New U #51  | 2006-2260         | 160427            
|New U #52  | 2006-2261         | 160428            
|New U #53  | 2006-2262         | 160429            
|New U #54  | 2006-2263         | 160430            
|New U #55  | 2006-2264         | 160431            
|New U #56  | 2006-2265         | 160432            
|New U #57  | 2006-2266         | 160433            
|New U #58  | 2006-2267         | 160434            
|New U #59  | 2006-2268         | 160435            
|New U #60  | 2006-2269         | 160436            
|New U #61  | 2006-2270         | 160437            
|New U #62  | 2006-2271         | 160438            

On an annual basis, each of these claims requires a rental
payment of $125 to the Federal Government, payable by August 31. In the event
this payment is not made in any year, Energy Metals may lose title to each claim
for which the rental is not paid.

Prior to commencing exploration and development work on the
Aurora Property, Quincy engaged Dr. Gregory Myers, Ph.D, AUSIMM Chartered
Professional Geologist, an independent qualified geologist, to review the
historical resources on the Aurora Property in the context of NI 43-101 and to
upgrade the historical resources to a resource category that is defined by NI
43-101. Dr. Myers then prepared a technical report for Energy Metals on the
Aurora Uranium Project, Malheur County, Oregon, dated September 30, 2005.

The following represents information summarized from the Aurora
report.

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31

Aurora Property - Location and Access

The Aurora Property covers an area of 360 acres, totalling
approximately 182.1 hectares comprised of 18 unpatented lode claims designated
the New U Claims 11-28. Energy Metals has recently acquired an additional 34
lode claims surrounding the project area to ensure total coverage of the
resource, close any gaps with neighboring land owners, and secure areas critical
to future exploration and development activities. The existing and newly
acquired claim block consists of 52 lode claims covering 1,040 acres, covering
approximately 526 hectares.

Aurora Property  Accessibility, Climate, Local Resources,
Infrastructure and Physiography

The Aurora Property occurs on the alluvial fan and gently
rolling hills on the southern flank of the Trout Creek Mountains and just south
of Flattop Mountain, southern Oregon. Elevations range from 5200 to 5400 feet
above sea level. Vegetation consists of low desert sage and thin grasses in an
arid, high desert climate. The Aurora Property area is cut by tributaries of
Cottonwood and McDermitt Creeks.

The Aurora Property is accessed from Highway 95 at McDermitt,
Nevada. A paved road goes west from the town of McDermitt and continues west,
becoming an improved dirt road approximately 4.3 miles from the Highway 95
turnoff. The improved dirt road continues approximately 7 miles to the Aurora
project area. Dirt roads provide good access to the project area.

McDermitt is located on US Highway 95 which provides access to
Reno, Nevada to the south and Boise, Idaho to the north, which are the closest
major transportation and support hubs, approximately 240 and 180 miles from the
project area, respectively.

The climate of the Aurora Property area is typical of the high
Nevada desert with summer temperatures commonly in the high 90'soF.
Winter temperatures can reach below 0oF.. Rain and snow are minimal,
averaging less than 8 inches per year. The operating season is rarely affected
by weather conditions at the numerous operating Nevada mines in the equivalent
climatic zone.

The surface rights of the Aurora Property area are controlled
by the U.S. Bureau of Land Management and have not been removed from development
or under other restrictions. The Aurora Property is situated 6 miles west of the
24,000 KVA Harney Electric Cooperative Substation that serviced the McDermitt
mercury mine. A low tension power line crosses the southern edge of the Aurora
Property and groundwater is abundant. Surface water is absent except during
extended periods of rain. The terrain is relatively flat with a dry creek bed
cutting the mineral zone. Excellent areas exist for potential mine facilities,
mineral processing areas, and waste dumps. A skilled workforce exists within a
200 mile radius in Nevada and Oregon.

Aurora Property  History

Locke Jacobs staked the original Aurora claim block in 1977.
Placer Amex entered into a joint venture with Jacobs and maintained the claims
in good standing until 1990, at which time they were allowed to lapse. Mr.
Sheriff, prior to his appointment as a director of Energy Metals, restaked the
New U claims in 1997 and has maintained the claims in good standing. Energy
Metals entered into an agreement to purchase the Aurora Property and completed
an initial 43-101 report entitled Geological Report for Clan Resources Ltd.,
Aurora Project, Malheur County, Oregon, dated September 14, 2004, prepared by B.
Ainsworth, P.Eng. of Ainsworth Jenkins Holdings Inc., an independent qualified
geological and engineering consulting firm.

Uranium exploration on the Aurora Property area began as an
offshoot of mercury and gold exploration efforts around the Bretz Mine. Placer
had a limited reconnaissance program during 1974 and 1975. The program did not
look promising and interest quickly ended.

---

32

Locke Jacobs completed an airborne geophysical survey over the
  area in 1977. Ground follow-up of a radiometric anomaly identified uranium mineralized
  outcrops. Locke Jacobs then staked claims on what became the Aurora prospect.
  Jacobs completed at least 90 drill holes in 1977 and 1978 totalling about 32,630
  feet. The initial drilling program intersected a flat-lying mineralized zone,
  which in places was over 100 feet thick and assay averages were approximately
  0.05% eU3O8.

Placer Amex entered into a joint venture agreement with Locke
Jacobs in 1978 and continued uranium exploration on the claim block. Placer Amex
completed approximately 447 rotary drill holes totalling about 151,590 feet, as
well as 25 diamond drill holes totalling about 6,650 feet. The 562 drill holes
completed by Locke Jacobs and Placer Amex were radiometrically logged by Century
Geophysical Corp.

Placer Amex completed a pre-Feasibility study for the Aurora
  Project in 1980 and stated a mineral reserve of 16.8 million tons
  grading 0.048 % *e*U3O8, using a cutoff grade of
  0.03% *e*U3O8and a total of 22 million
  tons grading 0.043% *e*U3O8,using a
  cutoff of 0.025% *e*U3O8.

The reserve was estimated with a simple polygon calculation
  method summing the five foot mineralized composites above the stated cutoff
  grade. The average grade was calculated for the drill hole and applied to the
  polygon volume. The number of calculated pounds of U3O8and
  polygon tons were summed from each polygon to calculate an average grade.

Aurora Property  Regional Setting

The Aurora Property is within the Miocene McDermitt caldera
system straddling the Oregon-Nevada border. The McDermitt caldera is
approximately 30 miles long north to south and 20 miles wide east to west, and
consists of at least five nested ring fracture systems. The oldest rocks in the
region of the caldera are intrusive rocks of Cretaceous age. A granodiorite
pluton outcrops along the western margin of the caldera. Early Miocene age
basalt, andesite, and dacite flows erupted 18 to 24 mybp and lie unconformably
upon the eroded granodiorite pluton, and appear to be the earliest volcanic
rocks related to the caldera complex. Collapse of the caldera occurred about 16
mybp as the result of explosive eruptions of peralkaline ash flow tuff which
began about 18 mybp. Voluminous rhyolitic to peralkaline ash flow tuffs were
erupted from 15.8 to 17.9 mybp.

The volcanic rocks are dominated by ash flow sheets and with
lesser volumes of andesitic to dacitic lava flows. The ash flow sheets are
generally densely welded and are often difficult to distinguish from the dacitic
flows. Rhyolitic ring domes and resurgent domes are associated with each of the
nested caldera systems and often display banded or porphyritic textures.

Lacustrine sedimentary rocks consisting of tuffaceous
sandstone, siltstone, shale, and claystone, with local chalcedony beds occur in
restricted basins within the calderas. Lakebeds directly overlie dacitic lavas
as well as rhyolite welded tuff and occupy about 20 percent of the interior of
the caldera. Lake sediments generally fill moat-portions of the calderas and
tend to be thickest near the ring fracture zones.

Aurora Property  Geological Setting

The Aurora Property area is covered with a thin veneer of
alluvium overlying lake bed sediments. The lake sediments are generally
tuffaceous but in places are complexly interbedded with the Aurora dacitic
flows. The Lake Sediments overlie the Aurora flows with a contact that is abrupt
in some areas, with thick flows marking the bottom of the sediments or by
gradually increasing volumes and thicknesses of the dacitic flows and tuffs. The
flows generally become more massive or compact near the contact with the
underlying rhyolitic welded tuffs and flow domes. Cross sections in the Aurora
area illustrate the generalized geologic relationships between the different
units and the variability in thickness of the units. The Aurora lavas were
deposited upon an irregular surface of rhyolitic rocks, which appear in part to
be intrusive based on porphyritic textures, and may represent local volcanic
domes.

---

33

The Quaternary alluvium is composed of a variety of alluvial,
colluvial and in-situ debris consisting of volcanic boulders, cobbles and gravel
derived from adjacent highlands and finer material derived from the lake
sediments. The thickness of the gravels varies from 0 to more than 50 feet and
averages about 20 feet.

The Lake Sediments are Miocene in age and are composed of
poorly consolidated, subaerial tuffaceous material interstratified with fine
grained non-descript bedded layers and discontinuous lenses and nodules of
chalcedony. Tuffaceous material within the lakebeds includes devitrified glass
fragments and fine to coarse grained crystal and lithic fragments. Lake
sediments vary from finely laminated clay-shales, siltstones and tuffaceous
sandstones, to more massively bedded rhyolitic air-fall ash tuffs. The lake
sediments are up to 600 feet thick in the drillholes, being thickest on the
north edge of the mineralized zone in a graben like growth basin. The sediments
probably originated from local volcanic vents and were deposited in moat-like
basins within the caldera margins.

The Aurora lava flows and tuffaceous units consist of a complex
interbedded sequence of dark colored dacitic flows with vesicular to scoriaceous
flow tops with some interbeds of ash. The cores of the flows are dense and black
with rare plagioclase phenocrysts. Individual flows range in thickness from 5 to
50 feet. The lava sequence contains a variety of breccia layers, which include
flow breccia, laharic breccia, pyroclastic breccia and local fault breccia.
Cumulative thickness of the Aurora lava sequence is variable, but generally is
100 to 300 feet.

Rhyolitic rocks are at least in part intrusive and may
represent several generations of extrusive and intrusive flow dome and vent
breccia events. Whole-rock chemical analyses are very similar to the dacitic
rocks of the Aurora lava flows. Extrusive rhyolitic welded tuffs are exposed on
the margin of the project area north and east of the Bretz pits along the
mountain front marking the caldera rim.

Aurora Property  Mineralization

Volcanic type uranium deposits are defined as mineralized
systems associated with volcanic rocks in a caldera setting. The mineralization
is associated with mafic to felsic volcanic rocks and is often intercalated with
clastic sediments. Mineralization is largely controlled by structures, occurs at
several stratigraphic levels of the volcanic and sedimentary units, and extends
into the basement where it is found in fractured granite and in metamorphic
rocks. There is generally a strong hydrothermal control to the transportation of
uranium and the mineralization occurs as both primary and remobilized uranium in
an oxidizing-reducing setting. Uranium mineralization is commonly associated
with molybdenum, vanadium, lithium, other sulphides, violet fluorite and quartz
to colloidal silica or opal.

The Aurora Report classifies the mineral resource determined to
exist on the property as an Indicated Resource pursuant to the criteria
prescribed by NI 43-101. The density of drilling information is sufficient to
interpret the mineralized horizons with a high level of confidence. The
calculation of an indicated resource rather than a measured resource is due to
the lack of physical samples of drill core or chips which can be re-assayed, and
the inability to re-enter old drill holes to confirm gamma logs of the
mineralized zones.

The Aurora report calculated the grade of the mineralized zone
  as an average, section by section, and did not utilize any weighting factors
  in the calculations to determine an indicated resource of 17.69 million tons
  at a grade of 0.0518 *e*U3O8% and 18.3 million
  pounds contained *e*U3O8. The pounds of *e*U3O8
  for each section were tabulated along with the area and calculated volume for
  each section. The total number of tons contained in the mineralized zones and
  the total number of pounds of *e*U3O8 were summed
  and the average grade of the entire mineralized zone was calculated from these
  results. The calculated grade of 0.0518% *e*U3O8
  agrees well with the statistical average of the sample population above the
  0.03% cutoff, which is 0.0528% *e*U3O8.

Aurora Property  Exploration and Development

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34

Energy Metals and Quincy have not completed any work beyond
this data review and evaluation and the preparation of a new mineral resource
model. Future work programs are recommended by the Aurora report as follows:

| | 1. | Twin and infill drilling and assays for grade
      confirmation vertical and angle holes recommended. Approximately 50 drill
      holes; 20,000 feet of a combination of reverse circulation and diamond
      core, utilizing chemical or neutron activation assay techniques in favor
      of a calculated estimate from gamma probe surveys.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                   
| | 2. | Step-out drilling to test expansion of mineralized zone.
      Approximately 10 drill holes; 5,000 feet.                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                   
| | 3. | Metallurgical Evaluation Program completing a large
      diameter drill hole program 8 holes; 3000 feet and leaching tests on the
      core.                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                   
| | 4. | Baseline environmental study to identify the geochemical
      haloes related to radioactive material and mercury contamination. The
      relationship of the contamination haloes related to the Aurora Property
      and the adjacent Bretz Mercury property.                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                   
| | 5. | Completion of geologic and alteration model with 10 foot
      spaced bench plans through the mineralized zone based from the 100 by 200
      foot spaced cross-sections created for this interpretation.                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                   
| | 6. | Completion of Reserve/Resource Block Model using 5' by 5'
      by 5' blocks, compositing to 10 foot benches.                                                                                                                                                                                                                                     

Arizona Strip Breccia Properties

The unpatented Federal claims comprised in the Arizona Strip
Breccia Properties are registered in the name of EMC and are described as
follows:

|Name               | **Date Recorded** | BLM Serial Number | Expiry Date
|------------------ | ----------------- | ----------------- | -----------
|                   | BLM               |                   |            
|AZ 97-102          | 11/12/2004        | 363117-363122     | 9/1/2006   
|AZ 342-352         | 11/12/2004        | 363099-363108     | 9/1/2006   
|AZ 103-108/248-250 | 11/12/2004        | 363123-363139     | 9/1/2006   
|AZ 109-116         | 11/12/2004        | 363129-363136     | 9/1/2006   
|AZ 284-289/117-118 | 11/12/2004        | 363140-363147     | 9/1/2006   
|AZ 327-332         | 11/12/2004        | 363157-363161     | 9/1/2006   

On an annual basis, each of these claims requires a rental
payment of $125 to the Federal Government, payable by August 31. In the event
this payment is not made in any year, Quincy may lose title to each claim for
which the rental is not paid.

The Arizona State Leases comprising the Arizona Strip Breccia
Property are known as the Rose Pipe and the 4 1⁄2 Pipe, and are registered in the
name of William M. Sheriff and Ronald Driscoll. The leases are described as
follows:

|Lease #   | Township | Range | Section 
|--------- | -------- | ----- | --------
|08-109997 | 30N      | 4W    | 27 N 1/2
|08-109971 | 28N      | 6W    | 24 S 1/2

---

35

On an annual basis, each of these claims require a lease
payment equivalent to $10 per acre plus $100 lease renewal fee made payable to
the State of Arizona. In the event this payment is not made in any year, Energy
Metals may lose title to each claim for which the rental is not paid.

Arizona Strip Breccia Properties - Location and Access

The Arizona Strip Breccia Properties are located in Coconino
and Mohave Counties, Arizona. Access to the Arizona Strip Breccia Properties is
by good gravel or dirt road from either Kanab, Utah for the pipe projects north
of the Grand Canyon or from Williams for the projects south of the Grand Canyon.

Arizona Strip Breccia Properties - Climate and Physiography

The area is considered to be transitional between high desert
terrain and mountainous terrain although all of the project areas are relatively
flat lying. Summer temperatures can reach over 100o F with winter
lows dipping below zero on occasion. The area is semi-arid with a few days of
heavy precipitation in an average year. Vegetation consists principally of
desert cactus, sage, and locally pine trees do occur.

Arizona Strip Breccia Properties - History

In the 1970s and 1980s Energy Fuels Corp. (predecessor to
International Uranium Corporation) recognized the potential of the area for
small high-grade uranium ore bodies as a result of the earlier work in the
district by Western Nuclear. After purchasing Western Nuclears properties
throughout the district in 1978, Energy Fuels Corp. was able to put together a
substantial land package before the competition became active. Energy Fuels
Corp. also acquired Gulf's land package in 1982. Pathfinder, Rocky Mountain
Energy and Uranerz were also actively exploring the district in the mid 1980s.
Past production of high-grade uranium ore is known from several pipes in the
district.

In the early 1990s virtually all exploration and development
work ceased due to the falling price of uranium. During the 1990s, Energy Fuels
dropped much of their extensive land holdings, retaining only a core group of
claims surrounding previously identified targets. After acquiring the assets of
Energy Fuels from bankruptcy court, International Uranium continued to pare down
their claim holdings due to the decreasing economic outlook for uranium. In 2001
and 2002 most of these core groups were dropped as the price of uranium
yellowcake fell to below $8.00 per pound. These properties lay dormant until
2004 when they were relocated by EMC US.

Arizona Strip Breccia Properties  Geology and
Mineralization

The exploration target throughout the district is uranium
mineralization in solution collapse breccia pipes. Early prospecting in northern
Arizona resulted in the discovery of a number of breccia pipes exposed by
erosion along the flanks of the Colorado River drainage system. However, it is
also not unusual for a breccia pipe to exhibit a circular topographic feature
identifiable through air photo interpretation. Based on this relationship and
the success of previous exploration, hundreds of breccia pipes are now known.
Additionally, this work has shown that contrary to the earliest discoveries,
numerous pipe structures also exist away from the main river drainage
system.

A breccia pipe consists of a circular, chimney-like mass of
highly fragmented rock resulting from the subsidence of large rock segments into
a throat-like void created by solution activity in a lower formation. Continued
subsidence causes fragmentation or "brecciation" of the large rock segments as
the solution void fills with collapsed debris. Concentric fracturing and
faulting are common to the outer edge of the pipe throat as a component of rock
stress created by subsidence within the pipe. This feature, called the annular
ring, will occur immediately adjacent to the throat or in an uneven pattern
radiating out from the structure by tens of meters.

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36

Thus, pipe structures vary considerably in size and pattern,
but most are identifiable by the common structural features of brecciation and
an annular ring.

Uranium mineralization usually occurs in association with other
minerals in the highly fractured breccia zone or the area influenced by the
annular ring. Occasionally, mineralization occurs as bedded deposits in
undisturbed rock beyond the annular ring. Vertical and horizontal zonation of
minerals is evident in the known mineralized pipes. Both primary and secondary
minerals are present.

Northwestern Arizona, including portions of Coconino and Mohave
  Counties, contains a prolific district of these mineralized solution collapse
  breccia pipes. These vertically elongated pipes present a compact and high-grade
  exploration target generally grading from 0.40-0.75% U3O8that
  may extend up to 3000 feet vertically as reported in 2005 by the Arizona Dept.
  of Mines and Mineral Resources Open File Report 05-22. In total, 17.25 million
  pounds of U3O8 have been produced from Arizona breccia
  pipes with 40 million pounds having been discovered during the 1980’s
  (Arizona Dept. of Mines and Mineral Resources OFR 05-22).

The Rose pipe is known to be mineralized with uranium as a result
  of previous work by Energy Fuels Nuclear (a subsidiary of Energy Fuels Corp.)
  during the second half of the 1980’s. Drilling by EFN in 1986 returned
  intermittent anomalous uranium values between the depths of 1148.5 feet (350.2
  metres) and 1866.0 feet (568.9 metres) with the following highlights, based
  on a 0.10% *e*U3O8 cutoff, as reported in the Arizona
  State Minerals Department files:

Historic Deep Drill Intercept  Energy Fuels Nuclear
(1986)Rose Pipe

|Interval, feet
      (metres) | Length | eU3O8 | Pounds
      per ton, U3O8
|----------------------------- | ------ | ----- | --------------------------
|1281.0-1292.5                 | 11.5   | 1.064 | 21.28                     
|(390.5-394.1)                 | (3.5)  |       |                           
|1295.0-1295.5                 | 0.5    | 0.168 | 3.36                      
|(394.8-395.0)                 | (0.2)  |       |                           
|1310.0-1322.0                 | 12.0   | 0.130 | 0.260                     
|(399.4-403.0)                 | (3.7)  |       |                           
|1330.0-1332.5                 | 2.5    | 0.105 | 0.210                     
|(405.5-406.3)                 | (0.8)  |       |                           
|1436.0-1440.5                 | 4.5    | 0.124 | 2.48                      
|(437.8-439.2)                 | (1.4)  |       |                           
|1790.5-1800.0                 | 9.5    | 0.161 | 3.22                      
|(545.9-548.8)                 | (2.9)  |       |                           

Similarly, mineralization is known to occur at the more heavily
explored 4 1⁄2 Pipe. At least 7 short holes used for geophysical definition were
drilled between 1984 and 1986. The data for this pipe and the other Arizona pipe
targets has yet to be compiled.

Arizona Strip Breccia Properties  Results of Exploration
Activities

Quincy completed an exploratory drill program in late 2005 on
the Rose breccia pipe in Coconino County, Arizona, which identified two
mineralized zones, one 49.5 foot section that averaged 0.14% eU3O8 and one 10
foot zone that averaged 0.065% eU3O8.

Procedure

A total of 1928 feet (587.8 m) were drilled in one vertical
hole located above the interpreted surface projection of the throat of the pipe.
This hole was setup as a 25 foot offset to the north of EFNs earlier deep drill
hole for which historical data has been recovered, and it is thought to lie
approximately 25 feet to the south of a second

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37

deep drill hole by EFN whose exact location is not known but
for which historical data have been recovered. No other deep drill holes are
known to exist on the Rose pipe.

The hole was drilled using a tri-cone bit to 687 feet (209.5 m)
and a diamond drill bit from 687 feet to the end of the hole at 1928 feet. Two
separate intervals, comprising an aggregate of thirteen samples, representing
zones of high radiation response (approximately 10 times background) on a
handheld scintillometer were selected for further geochemical analyses.

Natural gamma ray and resistivity geophysical logging of the
  entire drill hole was completed by Century Geophysical Corp. of Tulsa, OK. An
  estimate of in situ uranium grade, expressed as equivalent U3O8 (eU3O8) can
  be calculated using the digital natural gamma ray values acquired by down hole
  logging. Chemical assays of composited samples of drill core recovered from
  two mineralized zones were also completed and serve as a check on the calculated
  radiometric uranium grades (eU3O8). The following table presents a comparison
  of equivalent uranium as measured by the gamma ray log (% eU3O8) and chemical
  uranium (% cU3O8) as determined by the chemical assays. The average grade of
  Mineralized Zone 1, which is 50 feet thick, is 0.140% as determined by the gamma
  ray log compared to an average of 0.11% as determined by chemical assay. The
  average grade of Mineralized Zone 2 (10 feet thick) is 0.065% as determined
  by the gamma ray log and 0.060% as determined by chemical assays.

The above procedure was under the supervision of Dr. Art
Ettlinger, P. Geo., and is part of their quality assurance and quality control
procedures for exploration projects.

|               | Mineralized Zone 1 |               |                | Mineralized Zone 2 |              
|-------------- | ------------------ | ------------- | -------------- | ------------------ | -------------
|Interval, feet | %
      eU3O8      | %
      cU3O8 | Interval, feet | %
      eU3O8      | %
      cU3O8
|1401.5-1406.5  | 0.129              | 0.050         | 1756.0-1761.0  | 0.061              | 0.046        
|1406.5-1411.5  | 0.211              | 0.131         | 1761.0-1766.0  | 0.069              | 0.073        
|1411.5-1415.0  | 0.145              | 0.100         |                |                    |              
|1415.0-1420    | 0.253              | 0.177         |                |                    |              
|1420.0-1424.0  | 0.222              | 0.218         |                |                    |              
|1424.0-1429.0  | 0.163              | 0.067         |                |                    |              
|1429.0-1432.0  | 0.134              | 0.168         |                |                    |              
|1432.0-1437.0  | 0.093              | 0.113         |                |                    |              
|1436.0-1442.0  | 0.088              | 0.079         |                |                    |              
|1442.0-1447.0  | 0.070              | 0.078         |                |                    |              
|1447.0-1451.0  | 0.023              | 0.044         |                |                    |              

In addition to encountering anomalous uranium values, the drill
hole also encountered anomalously high values of other heavy metals including
2.77% nickel and 0.5% cobalt in one 5-foot composited sample.

Interpretation

Based on core examination, the drill hole is interpreted to
have entered the throat of the breccia pipe at a depth of 1,330 feet (405.5
meters). As a result of drill hole deviation and irregularity along the edge of
the pipe, the drill hole intermittently exited and reentered the throat of the
pipe at several points along its north-northwestern edge before finally exiting
the pipe for good at a depth of about 1,700 feet (518.3 meters).

The drill hole encountered intermittent zones of anomalous
radioactivity, which is related to uranium mineralization, between depths of 749
feet (235 meters) and 1,922 feet (600 meters). Mineralization was encountered in
a variety of environments associated with the breccia pipe and generally
correlates with zones of anomalous mineralization encountered in the two deep
holes drilled by EFN.

The recently completed drill hole is encouraging both as to the
grade and thickness of the mineralization encountered and the fact that it
demonstrated continuity of mineralization in broad zones between drill holes
within and peripheral to the pipe. The geology of this breccia pipe is similar
to that encountered in other breccia

---

38

pipes of commercial interest on the Arizona Strip both as to
breccia composition and mineralized environments. Based on the results
encountered in this drill hole, additional drilling is clearly justified to
assess the limits of the pipe and its resource potential.

Arizona Strip Breccia Properties  Proposed Work Program and
Budget

As Quincy recently completed an exploratory drill program on
the Rose pipe, there are currently no further plans for exploration. Upon
completion of Quincys evaluation of the drilling results, however, they may
propose further work on the Rose pipe or some of the other claims and mineral
leases they hold under the Agreement.

Hosta Butte Property

Hosta Butte Property. Quincy entered into a definitive option
agreement with NZ Uranium LLC dated March 18, 2005 pursuant to which it can earn
up to a 65% interest in three separate uranium properties, which includes the
Hosta Butte property in New Mexico.

As consideration for the options, Quincy has agreed to issue to
NZ Uranium LLC 3,000,000 shares of common stock. In order to exercise the
options, Quincy was required to spend a total of USD $4,150,000 on exploration
and development of the properties over a four year period, of which USD $400,000
was a firm commitment, and issue to NZ Uranium LLC an additional 1,050,000
shares of common stock per property, all as follows:

|                   | Exploration and Development |                      
|------------------ | --------------------------- | ---------------------
|On or
      Before | Expenditures                | Shares (per Property)
|September 18, 2006 | $400,000                    | Nil                  
|September 18, 2007 | $750,000                    | 350,000              
|September 18, 2008 | $1,250,000                  | 350,000              
|September 18, 2009 | $1,750,000                  | 350,000              

The agreement is subject to the resolution of certain
outstanding title issues and the finalization of a formal operating agreement to
govern the relationship of the parties on exercise of the options.

Quincy and NZ Uranium LLC have signed an agreement to extend
the deadlines stated above for Exploration and Development Expenditures and
Share Issuances from September 18 to December 31 of each following year.

Quincy paid to NZ Uranium LLC $125,000 as consideration for
this extension. NZ Uranium has also tentatively agreed to accept shares of EMC
in place of the Quincy shares to be issued to it, subject to the appropriate
adjustments.

Quincy NZ Uranium LLC are also in the process of completing the
form of operating agreement and addressing several other consequential
amendments to the existing agreement, including an amendment which would
allocate obligations and awards in the event that Quincy is unable to conduct
exploration and development activities on the properties due to the Navajo
moratorium and commenced a takings case.

Quincy has the right to increase their interest in any or all
of the properties to 80% if they elect to fund one or more of the properties to
a bankable feasibility study for the intended mining and processing operation,
in which case they would be required to issue to NZ Uranium LLC an additional
250,000 shares of common stock per property.

Hosta Butte Property  Description and Location

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39

The Hosta Butte Property comprises 1,920 acres of fee-simple
mineral rights covering three sections of land: Sections 3, 9 and 11 of Township
16 N, Range 13 W, New Mexico, Prime Meridian. However the ore body is largely
confined to Section 3.

Surface ownership is held by the United States federal
government in trust for the Navajo Nation. The Hosta Butte Property is located 3
miles southwest of the town of Crownpoint, New Mexico and is accessible from
State Highway 57. Access to the Property traverses Indian Allotted and Tribal
Trust surface rights consequently permission for access to the property must
therefore be obtained.

On April 26, 2005, Navajo Nation President, Joe Shirley Jr.,
signed the Dine Natural Resources Protection Act of 2005, a measure that outlaws
uranium mining and processing on the Navajo reservation that covers parts of
Arizona, New Mexico and Utah.

Hosta Butte Property  Accessibility, Climate and
Physiography

The Hosta Butte Property is arid with approximately half of the
annual precipitation (10.22 inches) falling in the months of July, August and
September. The climate of property is typical of the high New Mexico Canyonlands
desert with summer temperatures commonly in the mid 80;s°F and winter
temperatures averaging in the mid teens °F. The site is located on a relatively
flat plateau area at the top of a steep escarpment. Locally, the area has a
rough topography with narrow valley floors and steep ridges.

The property is accessed from Highway 9, west from Crownpoint.
A dirt road turns to the south approximately 2 miles west of Crownpoint and
continues through the mountain range to the Puercos River. The road continues
east along the Puercos river then turns to the north in Section 11, continuing
to wind up the project area. Several locked gates limit access.

The surface rights of the property area are partially
controlled by private property holders. The surface rights have not been removed
from development and are not under other restrictions. The property is outside
of the Navajo Reservation and is situated about 5 miles south of the small town
of Crownpoint. The area has good access to power and water. Surface water is
absent except during extend periods of rain. The terrain is hilly and well
drained. A workforce exists within a 100 mile radius.

Hosta Butte Property  History

The Hosta Butte Property is part of the checkerboard of deeded
railroad sections which include surface and mineral rights. Congress chartered
the Atlantic and Pacific Railroad Company in 1866 (the A&P). The A&P
was purchased in bankruptcy proceeds by the St. Louis-San Francisco Railway
Company, commonly called the Frisco. Firsco and the Atchison Topeka and Santa
Fe Railway Company formed a joint venture in 1880 and used the old A&P
charter to build a railroad line, earning millions of acres of federal grant fee
lands in New Mexico and Arizona with surface and mineral rights.

Frisco incorporated New Mexico and Arizona Land Company in 1908
in what was then the Territory of Arizona to hold its grant lands until they
could be sold. Uranium was discovered on the grant lands in New Mexico in 1968.
In the 1980s NZ turned its principal focus from rural to urban real estate
investing and development. After a period of aggressive real estate investing,
NZ expanded into bridge financing of real estate. New emphasis was placed on the
liquidation of NZs historic assets.

After a series of mergers and changes in controlling parties,
Robert M. Worsley purchased the remaining rural assets in March 2002. The
originally incorporated name of New Mexico and Arizona Land Company was retained
and formed into a limited liability corporation. The NZ uranium LLC was spun off
to control the lands in the uranium trend of New Mexico and Arizona in 2002.

---

40

Uranium exploration in the area began in the 1950s and
continued and through 1979. During this period more than 123,000 tonnes of
uranium oxide were extrated from the Grants Uranium Belt, representing 40% of
the United States production.

Conoco completed at least 133 drill holes on the Hosta Butte
Property in the late 1970s, totaling at least 325,285 feet. The total depth of
the drilling is estimated because the radiometric drill logs do not state the
total depth drilled and a drill hold tabulation with collar information and
total depth drilled was not included in the NZU database. The Conoco drilling
program intersected multiple flat-lying mineralized zone,s which in places are
over 50 feet thick. These 133 drill holes were radiometrically logged and make
up the basis for this resource calculation and technical review.

Hosta Butte Property  Geology and Mineralization

The Hosta Butte Property is located northeast of the Zuni
Uplift on the Chaco slope of the San Juan Basin. Stratigraphic units of concern
at Hosta Butte include the Jurassic Morrison Formation through the Cretaceous
Dakota Sandstone, Mancos shale, and the Mesa Verde Group.

Uranium mineralization is found in sandstones and thin
inter-bedded mudstones belonging to the Westwater Canyon Member of the Morrison
Formation. This zone contains an average total thickness of 300 feet. Underlying
and overlying the Westwater Canyon Member are the Recapture and Brushy Basin
Members, respectively, which are anticipated to act as aquitards to the
uraniferous leach solutions from the ore zone. The Recapture Member comprises
approximately 250 feet of siltstones, mudstones and sandstones while the Brushy
Basin Member is characterized by 100 to 150 feet of bentonitic mudstones and
interbedded lenses of siltstone and sandstone.

No work has not performed any work to date on the Hosta Butte
  Property other than the completion of a National Instrument 43-101 Technical
  Report. The technical report calculates an indicated resource of 14.822 million
  pounds of eU308 in 6.598 million tons at a grade of 0.1123% eU308. The Hosta
  Butte Technical Report dated April 18, 2005 was authored by Dr. Greg Myers,
  P. Geo.

Crownpoint Property

On May 12, 2005, Quincy entered into a definitive Option
Agreement with NZ Uranium to earn a 65% interest in the Crownpoint property
located in McKinley County, New Mexico.

As consideration for the option, Quincy has issued to NZ
Uranium LLC 3,000,000 shares of common stock and paid to NZ Uranium LLC
$350,000. In order to exercise the option, Quincy will be required to spend a
total of $4,000,000 on exploration and development of the properties over a four
year period, of which $500,000 is a firm commitment, and issue to NZ Uranium LLC
an additional 3,150,000 shares of common stock per property, all as follows:

|On or Before | Exploration and Development Expenditures | Shares          
|------------ | ---------------------------------------- | ----------------
|May 12, 2006 | $500,000                                 | 400,000 (Issued)
|May 12, 2007 | $750,000                                 | 600,000         
|May 12, 2008 | $1,250,000                               | 1,000,000       
|May 12, 2009 | $1,500,000                               | 1,150,000       

Quincy has the right to increase their interest in the
Crownpoint property to 80% if they elect to fund the property to a bankable
feasibility study for the intended mining and processing operation, in which
case they would be required to issue to NZ Uranium LLC an additional 750,000
shares of common stock.

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41

NZ Uranium LLC maintains a 60% fee-simple interest in the
mineral rights conveyed under the agreement in Section 24 and a 100% fee-simple
interest in the mineral rights conveyed under the agreement in Sections 19 and
29. Surface rights to these lands are held by various private individual and
state or federal jurisdictions.

The Crownpoint property is located on lands that may be the
subject to claims by the Navajo Nation. On April 26, 2005, Navajo Nation
President Joe Shirley Jr. signed the Dine Natural Resources Protection Act of
2005, a measure that outlaws uranium mining and processing on the Navajo
reservation that covers parts of Arizona, New Mexico and Utah. Quincy is
currently assessing the impact of this development on their Crownpoint property
in consultation with legal counsel.

The agreement provides that, in the event that they are unable
to conduct exploration and development activities on the Crownpoint property due
to the Navajo moratorium, their obligations under the agreement will be
suspended. In addition, Quincy has the right (but not the obligation) to pursue
a takings case, in which case they would bear all of the costs incurred in
pursuing such a case and any award (net of costs) would be split between Quincy
and NZ Uranium LLC 35/65.

The agreement is subject to the resolution of certain
outstanding title issues and the finalization of a formal operating agreement to
govern the relationship of the parties on exercise of the options. Quincy and NZ
Uranium LLC have reached a tentative agreement to extend the deadlines stated
above for Exploration and Development Expenditures and Share Issuances for an
additional year from May 12 and are in the process of documenting this
agreement.

Quincy has paid to NZ Uranium LLC $125,000 as consideration for
this extension. NZ Uranium has also tentatively agreed to accept shares of EMC
in place of the Quincy shares to be issued to it, subject to the appropriate
adjustments.

Quincy and NZ Uranium LLC are also in the process of completing
the form of operating agreement and addressing several other consequential
amendments to the existing agreement.

Crownpoint Property  Location and Access

The Crownpoint Property comprises 1,099.24 acres in three
sections of land: Sections 19 and 29 of Township 17 N, Range 12 W and Section
24, of Township 17 N, Range 13 W, New Mexico P. Meridan, McKinley County, New
Mexico as follows:

|Township | Range | Meridian | Section(s)                                                  
|-------- | ----- | -------- | ------------------------------------------------------------
|17 N     | 12 W  | N.M.P.M. | 19                                                          
|17 N     | 12 W  | N.M.P.M. | W 1⁄2 of Section 29                                           
|17 N     | 13 W  | N.M.P.M. | N 1⁄2 NE 1⁄4 SE 1⁄4; N 1⁄2 SE 1⁄4 NE 1⁄4 SE
      1⁄4; SW 1⁄4 NE 1⁄4 SE 1⁄4; N 1⁄2
|         |       |          | NW 1⁄4 SE 1⁄4 SE 1⁄4; S 1⁄2 SE 1⁄4 SE 1⁄4; W 1⁄2 SE 1⁄4 of Sec.
      24.   

The Crownpoint property is located at the town of Crownpoint,
New Mexico and is accessible by all season road approximately one mile to the
west of State Highway 371.

Crownpoint Property  Climate and Topography

Crownpoint is located at 6,971 feet elevation and has an arid
climate with approximately half of the mean annual precipitation (about 10
inches) falling in the months of July, August and September. The site is located
in a low-lying area surrounded by rugged valley walls and flat-topped mesas.
Locally, the area has a rough topography with narrow valley floors and steep
ridges.

Crownpoint Property  History

---

42

After the price of uranium collapsed in the early 1980s, no
further work was performed on the property although other operators in the
Crownpoint area such as Mobil Oil Company and Hydro Resources Inc. worked on
bringing their uranium resources into production.

Crownpoint Property  Geology and Mineralization

Crownpoint is located northeast of the Zuni Uplift on the Chaco
slope of the San Juan Basin. The principle stratigraphic unit of concern at
Crownpoint is the Jurassic Morrison Formation, which hosts most of the known
uranium deposits in the basin. Uranium mineralization is found in sandstones and
thin interbedded mudstones belonging to the Westwater Canyon Member of the
Morrison Formation. As the Morrison Formation is the primary host to uranium
mineralization in the Grants district, Quincy deems the Crownpoint property as a
justified acquisition and to be highly prospective for uranium.

Crownpoint Property  Proposed Work Program and Budget

Quincy has not performed any work to date on the property. As
such, it is their intention to first compile all of the existing data on the
resource and bring this asset into modern compliance standards. Once this is
completed a decision to perform a feasibility study may be made. The permitting
process can also be initialized at the time of feasibility. Present cost
estimates for the compilation work and resource estimates are approximately
$150,000 to be paid for out of our working capital.

This compilation and resource evaluation was completed by for
both Section 24 and Section 19/29 by Gregory Myers, Ph.D., P. Geo.

Crownpoint Property  Technical Report

Quincy has completed a NI 43-101 Technical Report covering the
  majority of the SE 1⁄4 of Section 24, T17N R13W New Mexico Prime Meridian
  (approximately 140 acres) (the “Section 24 Property”), in which
  NZ Uranium LLC has a 60% interest in the property. The technical report calculates
  an Indicated Resource of 9.966 million pounds of eU3O8 at a grade of 0.1048
  % eU3O8 for such section. This new resource estimate is based on 316,750 feet
  of drilling in 157 holes drilled by Conoco during the 1970’s. Metallurgical
  testing by Conoco has also demonstrated the Crownpoint deposit is amenable to
  ISL mining.

Quincy has completed a separate technical report on the remaining
  960 acres comprising the Crownpoint Property, in which NZ Uranium LLC has a
  100% interest, covering Section 19 and west half of 29 portions. The technical
  report calculates an Indicated Resources of 13.672 million pounds of eU3O8 in
  7.06 million tons at a grade of 0.0968% eU3O8 for this portion of the Crownpoint
  Property. This resource estimate is based on a minimum of 667,000 feet of drilling
  in 325 holes drilled by Conoco during the 1970s.

The Crownpoint Section 24 Technical Report dated March 2, 2006
and Section 19/29 dated April 7, 2006 were authored by Dr. Greg Myers, P. Geo.
(Washington State), a member and chartered professional of the AusIMM and a
Qualified Person as defined by NI 43-101.

Methodology

Measurement of the uranium concentration in drill holes was made
  with radiometric logging of the drill holes throughout the entire resource area.
  Natural gamma (counts/second, or cps), self potential (millivolts), and resistance
  (ohms) were recorded at 1⁄2 foot increments on magnetic tape and then processed
  by computer to graphically reproducible form. The *e*U3O8 % conversions
  from the gamma log data were then calculated using the raw natural gamma counts
  and the sample quality is considered to be acceptable and representative of
  uranium values within the range of acceptable analytical error. Conoco collected
  the down hole geophysical

---

43

survey data on the 1/2 foot intervals regardless of rock type
  or alteration, eliminating any sampling bias. High-grade intervals exist and
  extend with fairly consistent values laterally for several hundred feet; these
  high-grade values have not been cut or weighted for the calculation of the average
  grade of a bench.

The database consists of more than 28,800, 1⁄2 foot original
  gamma probe readings, which were used by Dr. Myers to calculate the resource
  model. Dr. Myers calculated the grade of the mineralized zone as an average,
  bench by bench, and did not utilize any weighting factors in the calculations.
  The pounds of eU3O8 for each bench were tabulated along with the area and calculated
  volume for each bench. The total number of tons contained in the mineralized
  zones and the total number of pounds of *e*U3O8 was summed and the average
  grade of the entire mineralized zone was calculated from these results. The
  calculated grade of 0.1048% eU3O8 is below the statistical average of 0.132%
  *e*U3O88 for the sample population above the 0.04% cutoff because of
  internal waste, which cannot be separated from ore in an ISL mining scenario.
  The calculated grade utilized the average grade of the 10-foot bench composites
  and includes 1/2-foot intervals below the 0.04% cutoff grade.

2006 Crownpoint Section 24 Resource Statement using a 0.04% U3O8
  grade cutoff

|                   | Million Ton | Grade,
      eU3O8% | Contained eU3O8 (Million Pounds)
|------------------ | ----------- | ------------------- | --------------------------------
|Indicated Resource | 4.75        | 0.1048              | 9.966                           

Other historic resource calculations on the Section 24 Property
  include 1.8 million tons grading 0.15% eU3O8 containing 6.48 million pounds
  eU3O8 by Conoco in 1979, based on underground mining, and 11.78 million pounds
  of eU3O8 by Hydro Resources Inc. in 1997.

Property will cost approximately $150,000. This amount provides
for additional sampling of the vein system in the central portion of the
Property together with sample analyses ($15,000), geophysical surveys and the
construction of a control grid ($35,000) and approximately 5,000 feet of
reverse-circulation drilling at an all inclusive cost of $20 per foot, which
would include geological supervision, logging, sampling and assaying of drill
samples ($100,000).

Other Properties

Energy Metals has acquired an extensive portfolio of other
properties with reported historical uranium resources, in addition to those
discussed above. A substantial number of the other properties were acquired by
Energy Metals through a series of agreements with Mr. Sheriff. A further
understanding and description of the properties, both historical and technical
and any proposed exploration program awaits completion of Energy Metals
compilation of all of the technical data it has acquired.

Pursuant to an Agreement of Purchase and Sale dated October 25,
2004 made between Ron Driscoll, of Prescott Valley, Arizona, Energy Metals and
Energy Metals Corporation (US), Energy Metals acquired a 100% interest in 123
Arizona mineral claims and 1 Arizona mining permit covering 2,820 acres together
with 11 Wyoming mineral leases covering 4,760 acres. As consideration, Energy
Metals issued a total of 500,000 shares to Mr. Driscoll.

Pursuant to a Letter Agreement dated November 16, 2005 between
Powertech Industries Inc. of Vancouver and Energy Metals, Energy Metals sold its
100% interest in the mineral claims situated in Black Hills Meridian, South
Dakota to Powertech, with Energy Metals retaining a production royalty of from
2% to 4%. As consideration, Powertech issued 1,000,000 of its common shares to
Energy Metals and 1,250,000 share purchase warrants each entitling Energy Metals
to acquire one additional share of Powertech at a price equal of $1.00 per share
for a period of one year.

Pursuant to an option agreement made between Energy Metals and
Thelon Ventures Ltd. of Vancouver dated June 20, 2005, Energy Metals optioned a
51% interest in 49 claims in Nye County, Nevada in consideration of Thelon
paying Energy Metals $20,000, spending an aggregate $1,000,000 on exploration
expenditures and

---

44

issuing to Energy Metals a total of 1,250,000 of its common
shares to Energy Metals over a five year period, 500,000 of which shares have
been issued. Energy Metals acquired the Nye County claims by staking.

The gold property portfolio obtained by EMC through the merger
of Quincy has been transferred to EMCs wholly owned subsidiary, Golden Predator
Mines Inc. The transfer completes the first step necessary to ensure that full
shareholder value is realized from these significant gold assets. EMC is
considering several available options to complete rationalization of its gold
portfolio, which will allow the company to continue on its focused goal of
becoming the premier uranium producer in the United States.

There were eight gold properties acquired through the Quincy
Energy merger. Five of these properties are located in Nevada (Agate, Milk
Springs, Lantern, Millers and Silver Bow), two are located in Wyoming
(Rattlesnake Hills and Lewiston) and one is located in Oregon (Quartz Mountain).
Four of these (Lantern, Millers, Rattlesnake Hills and Quartz Mountain) have
undergone modern drilling with results that support the need for follow up drill
programs. Milk Springs and Silver Bow are located in areas of extensive
exploration workings and small mine development but only limited historic data
is available for these areas.

These gold properties were acquired by Quincy Energy during the
period from early 2003  late 2004 when gold was priced from $340-$440 per
ounce. Given the current gold price environment, with gold selling for more than
$540 per ounce for the past seven months and reaching an interim high of $725
per ounce in May, the properties comprising this portfolio offer strong
exploration potential for Golden Predator and, as such, evaluation of these
properties continues.

Acquisition of Prior Exploration and Development Technical
Databases

Concurrently with its property acquisitions, Energy Metals has
carried out an extensive program of acquiring technical databases covering prior
exploration and development activities and findings on the properties.

By a License and Sublicense Agreement dated June 1, 2005
between Mr. Sheriff and Energy Metals, Energy Metals acquired approximately 100
filing cabinets and flat map files containing geological and exploration data on
properties acquired from Mr. Sheriff pursuant to the Aurora, Antelope and Moore
Ranch agreements. In addition, the data contains exploration information on
other properties under consideration by Energy Metals for acquisition. In
consideration for the data Energy Metals, paid $1 and agreed to pay Mr. Sheriff
twenty per cent of any consideration received from third parties for the use of
the exploration data bases.

By a Data Sale Agreement dated September 16, 2005 between
United Nuclear Energy of Gallup, New Mexico and Energy Metals, Energy Metals
acquired technical data pertaining to United States and international uranium
properties in consideration for a cash payment. Energy Metals received 73 four
drawer filing cabinets, and approximately 170 bankers boxes full of information
as well as a significant number of flat map files. All of this information has
been relocated to Energy Metals operations office in Casper, Wyoming.

By a Data Sale Agreement dated October 24, 2005 between Energy
Metals and John S. Wold of Casper, Wyoming, Energy Metals acquired files and
records of uranium property data. In consideration for the data Energy Metals
agreed to pay Mr. Wold cash and other consideration.

By an agreement dated October 3, 2005 between Energy Metals and
Standard Uranium, Energy Metals sold technical data relating to the Maybell
project in Colorado, comprising geological maps and sections, well completion
logs and drill logs. In consideration for the data, Standard Uranium issued
Energy Metals 10,500 of its shares.

These databases comprise data including, but are not limited
to, geological reports, maps, sections and well completion logs completed by
major energy companies such as Kerr Magee, Union Carbide, Conoco and others on
Energy Metals properties and numerous other properties. The exploration and
development work described in the technical reports and data was performed to
the industry standards of the day.

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45

Energy Metals now controls one of the largest U.S. uranium
databases. The databases contain detailed exploration results or prior
exploration and development work on most of Energy Metals properties as well as
properties under consideration for acquisition. Energy Metals is compiling the
technical information for each of its properties from the data bases. Based on
this information Energy Metals and its consultants and advisors intend to design
exploration and development programs for each of Energy Metals properties based
on the results of the prior work contained within the databases.

Energy Metals considers that this approach will result in
significant cost savings and will allow Energy Metals to proceed to advanced
exploration and development of the highest priority properties.

Through the acquisition of Quincy, EMC acquire Atlas Database
Corp, the owner of a natural resource exploration database. The majority of the
information contained in the database relates to research on bulk mineable
precious mineralized material in the western United States, particularly
sediment hosted disseminated gold deposits and volcanic hosted disseminated hot
springs gold mineralized material.

Risk Factors

Prior to making an investment decision investors should
consider the investment risks set out below and those described elsewhere in
this document, which are in addition to the usual risks associated with an
investment in a business at an early stage of development. The directors of the
Company consider the risks set out below to be the most significant to potential
investors in the Company, but are not all of the risks associated with an
investment in securities of the Company. If any of these risks materialize into
actual events or circumstances or other possible additional risks and
uncertainties of which the Directors are currently unaware or which they
consider not to be material in relation to the Group's business, actually occur,
the Group's assets, liabilities, financial condition, results of operations
(including future results of operations), business and business prospects, are
likely to be materially and adversely affected. In such circumstances, the price
of the Companys securities could decline and investors may lose all or part of
their investment.

Conflict of Interest of Management

Certain of the Companys directors and officers are also
directors and officers of other natural resource companies. Consequently, there
exists the possibility for such directors and officers to be in a position of
conflict. Any decision made by any of such directors and officers relating to
the Company will be made in accordance with their duties and obligations to deal
fairly and in good faith with the Company and such other companies.

Nuclear Energy Competes With Other Viable Energy Sources

Nuclear energy competes with other sources of energy, including
oil, natural gas, coal and hydro-electricity. These other sources are to some
extent interchangeable with nuclear energy, particularly over the longer term.
Sustained lower prices of oil, natural gas, coal and hydro-electricity may
result in lower demand for uranium concentrates and uranium conversion services,
which in turn may result in lower market prices for U3O8, which would materially
and adversely affect the Companys business, financial condition and results of
operations.

Public Acceptance of Nuclear Energy Cannot Be Assured

Growth in the demand for uranium and in the nuclear power
industry will depend upon continued and increased acceptance of nuclear
technology by the public as a safe and viable means of generating electricity.
Because of unique political, technological and environmental factors that affect
the nuclear industry, the industry is subject to public opinion risks which
could have an adverse impact on the demand for nuclear power and increase the
regulation of the nuclear power industry. An accident or incident at a nuclear
reactor anywhere in the world, or an accident or incident relating to the
transportation or storage of new or spent nuclear fuel, could negatively

---

46

impact the publics acceptance of nuclear power and the future
prospects for nuclear power generation, which may have a material and adverse
effect the Companys business, financial condition and results of
operations.

Uranium Industry Competition is Significant

The international uranium industry is highly competitive. The
Company will be competing against competitors that may be larger and better
capitalized, have state support, have access to more efficient technology, and
have access to reserves of uranium that are cheaper to extract and process. As
such, no assurance can be given that the Company will be able to compete
successfully with its industry competitors.

Sales of Uranium are Restricted by International Trade
Regulations

The supply of uranium is, to some extent, impeded by a number
of international trade agreements and policies. These agreements and any similar
future agreements, governmental policies or trade restrictions are beyond the
control of the Company and may affect the supply of uranium available in the
U.S. and Europe, which are the largest markets for uranium in the world. If the
Company is unable to supply uranium to important markets in the U.S. or Europe,
its business, financial condition and results of operations may be materially
and adversely affected.

Deregulation of the Electrical Utility Industry May
Affect the Demand for Uranium

The Companys future prospects are tied directly to the
electrical utility industry worldwide. Deregulation of the utility industry,
particularly in the U.S. and Europe, is expected to impact the market for
nuclear and other fuels for years to come, and may result in the premature
shutdown of some nuclear reactors. Experience to date with deregulation
indicates that utilities are improving the performance of their reactors,
achieving record capacity factors. There can be no assurance that this trend
will continue.

***EMC’s Financial Condition and Results of Operations
  may be Adversely Affected by Changes in the Market Price of U3O8***

The majority of the Company’s revenues will be derived
  from the sale of uranium products. The Company’s financial condition,
  results of operations, earnings and operating cash flow will be closely related
  and sensitive to fluctuations in the long and short term market price of U3O8.
  Historically, these prices have fluctuated widely. Between 1970 and 2005 the
  price of U3O8 has fluctuated between approximately US$10 per pound and approximately
  US$100 per pound. The price of U3O has been and will continue to be affected
  by numerous factors beyond the Company’s control. Such factors include,
  among others: demand for nuclear power; political and economic conditions in
  uranium producing and consuming countries; reprocessing of used reactor fuel
  and the re-enrichment of depleted uranium tails; sales of excess civilian and
  military inventories (including from the dismantling of nuclear weapons) by
  governments and industry participants; and production levels and costs of production.

If the price of U3O8 declines for a substantial period below
  the cost of production at the Company’s mines, it may not be economically
  feasible to continue production at such sites. This would materially and adversely
  affect production, profitability and the Company’s financial position.
  A decline in the market price of U3O8 may also require a write-down of the Company’s
  mineral reserves and resources which would have a material and adverse affect
  on its financial condition, results of operations and profitability. Should
  any significant write-down in reserves and resources be required, material write
  downs of the Company’s investment in the affected mining properties and
  increased amortization, reclamation and closure charges may be required.

EMC Will Require Significant Amounts of Additional
Capital in the Future

The Company has limited financial resources. The Company will
continue to make substantial capital expenditures related to exploration,
development and production. In particular the Company will have further

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47

capital requirements as it proceeds to expand its present
exploration activities at its uranium projects, or to take advantage of
opportunities for acquisitions, joint ventures or other business opportunities
that may be presented to it.

In addition, the Company may incur major unanticipated
liabilities or expenses. There can be no assurance that the Company will be able
to obtain necessary financing in a timely manner on commercially acceptable
terms, if at all.

Volatile demand for uranium and the volatile price for U308 may
  make it difficult or impossible for the Company to obtain debt financing or
  equity financing on commercially acceptable terms or at all. Failure to obtain
  such additional financing could result in delay or indefinite postponement of
  further exploration and development of its uranium projects with the possible
  loss of the rights to such properties. If exploration or the development of
  any mine is delayed, such delay would have a material and adverse effect on
  the Company business, financial condition and results of operation.

EMCs Operations are Subject to Operational Risks and
Hazards Inherent in the Mining Industry

The Companys business is subject to a number of inherent risks
and hazards, including environmental pollution, accidents or spills; industrial
and transportation accidents, which may involve radioactive or hazardous
materials; labour disputes; power disruptions, catastrophic accidents; failure
of plant and equipment to function correctly, the inability to obtain suitable
or adequate equipment, fires; blockades or other acts of social activism;
changes in the regulatory environment; impact of non-compliance with laws and
regulations; natural phenomena, such as inclement weather conditions,
underground floods, earthquakes, pit wall failures, ground movements, tailings,
pipeline and dam failures and cave-ins; and encountering unusual or unexpected
geological conditions and technical failure of mining methods. The Company may
also contract for the transport of its uranium and uranium products to refining,
conversion and enrichment facilities in North America, which will expose the
Company to risks inherent in transportation including loss or damage of
transportation equipment and spills of cargo.

There is no assurance that the foregoing risks and hazards will
not result in damage to, or destruction of, the Companys uranium properties,
personal injury or death, environmental damage, delays in the Companys
exploration or development activities, costs, monetary losses and potential
legal liability and adverse governmental action, all of which could have a
material and adverse effect on the Companys future cash flows, earnings,
results of operations and financial condition.

Mineral Reserve and Resource Estimates are Only Estimates
and May Not Reflect the Actual Deposits or the Economic Viability of Uranium
Extraction

Reserve and resource figures included for uranium are estimates
only and no assurances can be given that the estimated levels of uranium will
actually be produced or that the Company will receive the uranium price assumed
in determining its reserves. Such estimates are expressions of judgment based on
knowledge, mining experience, analysis of drilling and exploration results and
industry practices. Estimates made at any given time may significantly change
when new information becomes available or when parameters that were used for
such estimates change. While the Company believes that the reserve and resource
estimates included are well established and reflect management's best estimates,
by their nature reserve and resource estimates are imprecise and depend, to a
certain extent, upon statistical inferences which may ultimately prove
unreliable. Furthermore, market price fluctuations in uranium, as well as
increased capital or production costs or reduced recovery rates, may render ore
reserves containing lower grades of mineralization uneconomic and may ultimately
result in a restatement of reserves. The extent to which resources may
ultimately be reclassified as proven or probable reserves is dependent upon the
demonstration of their profitable recovery. The evaluation of reserves or
resources is always influenced by economic and technological factors, which may
change over time.

Exploration, Development and Operating Risk

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48

The exploration for and development of uranium properties
involves significant risks which even a combination of careful evaluation,
experience and knowledge may not eliminate. While the discovery of an ore body
may result in substantial rewards, few properties which are explored are
ultimately developed into producing mines. Major expenses may be required to
locate and establish mineral reserves, to develop metallurgical processes and to
construct mining and processing facilities at a particular site. Whether a
mineral deposit will be commercially viable depends on a number of factors, some
of which are: the particular attributes of the deposit, such as size, grade and
proximity to infrastructure; metal prices which are highly cyclical, drilling
and other related costs which appear to be rising; and government regulations,
including regulations relating to prices, taxes, royalties, land tenure, land
use, importing and exporting of minerals and environmental protection. The exact
effect of these factors cannot be accurately predicted, but the combination of
these factors may result in the Company not receiving an adequate return on
invested capital.

Currency

Exchange rate fluctuations may affect the costs that the
Company incurs in its exploration activities. Uranium is generally sold in US
dollars. Since the Company principally raises funds in Canadian dollars, but
since the Companys costs are incurred in US dollars, the appreciation of the US
dollar against the Canadian dollar can increase the cost of uranium and other
mineral exploration and production in Canadian dollar terms.

Environmental Risks and Hazards

All phases of the Companys operations are subject to
environmental regulation in the jurisdictions in which it operates. These
regulations mandate, among other things, the maintenance of air and water
quality standards and land reclamation. They also set forth limitations on the
general, transportation, storage and disposal of solid and hazardous waste.
Environmental legislation is evolving in a manner which will require stricter
standards and enforcement, increased fines and penalties for non-compliance,
more stringent environmental assessments of proposed projects and a 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 the Companys operations.
Environmental hazards may exist on the properties which are unknown to the
Company at present and which have been caused by previous or existing owners or
operators of the properties. Reclamation costs are uncertain and planned
expenditures estimated by management may differ from the actual expenditures
required.

Governmental Regulation

The Companys mineral exploration and planned development
activities are subject to various laws governing prospecting, mining,
development, production, taxes, labour standards and occupational health, mine
safety, toxic substances, land use, water use, land claims of local people and
other matters. Although the Company believes its exploration and development
activities are currently carried out in accordance with all applicable rules and
regulations, no assurance can be given that new rules and regulations will not
be enacted or that existing rules and regulations will not be applied in a
manner which could limit or curtail production or development.

Many of the mineral rights and interests of the Company are
subject to government approvalsl, licenses and permits. Such approvals, licenses
and permits are, as a practical matter, subject to the discretion of applicable
governments or governmental officials. No assurance can be given that the
Company will be successful in maintaining any or all of the various approvals,
licenses and permits in full force and effect without modification or
revocation. To the extent such approvals are required and not obtained, the
Company may be curtailed or prohibited from continuing or proceeding with
planned exploration or development of mineral properties.

Failure to comply with applicable laws, regulations and
permitting requirements may result in enforcement actions thereunder, including
orders issued by regulatory or judicial authorities causing operations to cease
or be

---

49

curtailed, and may include corrective measures requiring
capital expenditures, installation of additional equipment or remedial actions.
Parties engaged in mining operations or in the exploration or development of
mineral properties may be required to compensate those suffering loss or damage
by reason of the mining activities and may have civil or criminal fines or
penalties imposed for violations or applicable laws or regulations.

Amendments to current laws and regulation governing operations
or more stringent implementation thereof could have a substantial impact on the
Company 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.

Public Involvement in the Permitting Process

The process of obtaining radioactive materials licenses (RML)
from the US Nuclear Regulatory Commission and those required in the States that
the Company is operating in allow for public participation. If a third party
chooses to object to the issuance of any RML or permit required by the Company,
significant delays may occur before the Company is able to secure an RML or
permit. Generally, the public objections can be overcme with the passage of time
and through the procedures set forth in the applicable permitting legislation.
However, the regulatory agencies must also allow and fully consider public
comment according to such procedures and there can be no assurance that the
Company will be successful in obtaining any RML or permit.

Political Risk

The Companys future prospects may be affected by political
decisions about the uranium market. There can be no assurance that the United
States or other government will not enact legislation restricting to whom the
Company can sell uranium or that the United States or other government will not
increase the supply of uranium by decommissioning nuclear weapons.

EMC has no History of Mineral Production or Mining
Operations

The Company has never had uranium producing properties. There
is no assurance that commercial quantities of uranium will be discovered at the
Properties or other future properties nor is there any assurance that the
Companys exploration program thereon will yield positive results. Even if
commercial quantities of uranium are discovered, there can be no assurance that
any property of the Company will ever be brought to a stage where uranium
resources can profitably be produced therefrom. Factors which may limit the
ability of the Company to produce uranium resources from its properties include,
but are not limited to, the spot price of uranium, availability of additional
capital and financing and the nature of any mineral deposits.

The Company does not have a history of mining operations that
it will produce revenue, operate profitably or provide a return on investment in
the future.

Future Sales of Common Shares by Existing
Shareholders

Sales of a large number of Common Shares in the public markets,
or the potential for such sales, could decrease the trading price of the Common
Shares and could impair the Companys ability to raise capital through future
sales of Common Shares. Substantially all of the Common Shares can be resold
without material restriction in Canada.

No Assurance of Titles or Borders

The acquisition of the right to exploit mineral properties is a
very detailed and time consuming process. There can be no guarantee that the
Company has acquired title to any such surface or mineral rights have been
obtained or will be obtained in the future. To the extent they are obtained,
titles to the Companys surface or mineral

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50

properties may be challenged or impugned and title insurance is
generally not available. The Companys surface or mineral properties may be
subject to prior unregistered agreements, transfers or claims and title may be
affected by, among other things, undetected defects. Such third party claims
could have a material adverse impact on the Companys operations. In addition,
the Company may be unable to perate its properties as permitted or to enforce
its rights with respect to its properties. Management has been advised that the
US federal registry for claims cannot currently be accessed and therefore the
Companys disclosure as to staked federal lode claims cannot be verified.
Management, together with its local counsel, is continually assessing such
risks, which management believes are normal course risks for a company at is
current stage of development.

Need for Additional Mineral Reserves and Delineation of
Mineral Reserves

Because mines have limited lives based on proven and probable
mineral reserves, the Company will be required to continually replace and expand
its mineral reserves as its mines produce uranium. The Companys ability to
maintain or increase its annual production or uranium in the future will be
dependent in significant part on its ability to bring new mines into production
and to expand mineral reserves at existing mines.

DIVIDENDS

The Company has paid no dividends since its inception. At the
present time, Energy Metals intends to retain any earnings for corporate
purposes. The payment of dividends in the future will depend on the earnings and
financial condition of EMC on such other facts as the Board of Directors may
consider appropriate. However, since EMC is currently in a development stage, it
is unlikely that earnings, if any, will be available for the payment of
dividends in the foreseeable future.

CAPITAL STRUCTURE

General Description of Capital Structure

The authorized share capital of EMC consists of an unlimited
number of common shares without par value. As of September 26, 2006, 66,389,839
common shares were issued and outstanding as fully paid and non-assessable
shares. The holders of the common shares are entitled to receive notice of and
to attend and vote at all meetings of the shareholders of EMC and each common
share converse the right to one vote in person or by proxy at all meetings of
the shareholders of EMC. The holders of the common shares, subject to the prior
rights, if any, of any other class of shares of EMC, are entitled to receive
such dividends in any financial year as the board of directors of EMC may by
resolution determine. In the event of the liquidation, dissolution or winding-up
of EMC, whether voluntary or involuntary, the holders of the common shares are
entitled to receive, subject to the prior rights, if any, of the holders of any
other class of shares of EMC, the remaining property and assets of EMC.

MARKET FOR SECURITIES

Trading Price and Volume

The common shares of the Company are listed and posted for
trading on the Toronto Stock Exchange (the Exchange) under the trading symbol
EMC. The following table sets forth the high and low trading prices and
trading volume of the common shares of the Company as reported by the Exchange
for the periods indicated:

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51

Month
    High
    Low
    Close
    VolumeJune 2006
    6.25
    4.60
    5.59
    3,449,400May 2006
    7.70
    5.57
    6.09
    6,174,400April 2006
    8.20
    5.65
    7.50
    5,162,400March 2006
    6.38
    4.35
    6.03
    7,026,282February 2006
    4.35
    3.54
    4.26
    5,089,829January 2006
    4.55
    3.37
    4.12
    3,809,721December 2005
    3.60
    3.05
    3.43
    1,480,224November 2005
    3.45
    2.96
    3.15
    2,081,998October 2005
    3.85
    2.80
    3.00
    2,179,748September 2005
    4.15
    3.32
    3.79
    1,971,349August 2005
    3.50
    2.90
    3.30
    1,939,699July 2005
    3.45
    2.16
    3.17
    3,197,126June 2005
    2.65
    2.30
    2.45
    991,687


PRIOR SALES

The following table summarizes the sales of securities of EMC
during its fiscal year end 2006.

|                    | Number of EMC |                     
|------------------- | ------------- | --------------------
|Date of
      Issue | Shares        | Price per Shares    
|                    |               |                     
|April 13, 2006 (2)  | 5,200,000     | $5.50               
|April 6, 2006(1)    | 5,500,000     | $5.50               
|December 2, 2005    | 2,000,000     | $3.10               
|December 22, 2005   | 2,000,000     | $3.15               
|Various Dates (3)   | 2,291,800     | $0.75; $1.50; $2.00;
|                    |               | US$0.49             
|Various Dates (4)   | 1,200,000     | $0.20 - $3.15       

|(1) | Issued pursuant to a brokered private placement of
      5,500,000 units. Each unit consisted of one common share and one-half
      warrant exercisable for a period of two years at a price of $6.50 per
      warrant expiring in April 6, 2008.     
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                         
|(2) | Issued pursuant to a non-brokered private placement of
      5,500,000 units. Each unit consisted of one common share and one-half
      warrant exercisable for a period of two years at a price of $6.50 per
      warrant expiring in April 13, 2008.
|    |                                                                                                                                                                                                                                                         
|(3) | Issued upon exercise of warrants. Exercise prices ranged
      from $0.75, $1.50, $2.00, $4.00 and US$0.49 as follows:                                                                                                                                  
|    |                                                                                                                                                                                                                                                         
|(4) | Issued upon the exercise of stock options. Exercise
      prices range from $0.20 to $3.15.                                                                                                                                                             

DIRECTORS AND OFFICERS

Name, Occupation and Security Holding

The following table sets out the names of the current directors
and officers of the Company, provinces or states and countries of residence,
positions with the Company, principal occupations within the five preceding
years, periods during which each director has served as a director and the
number of common shares of the Company and percentage of the issued common
shares of the Company beneficially owned, directly or indirectly, or subject to
control or direction by that person.

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52

The term of each of the current directors of the Company will
expire at the next Annual General Meeting unless his office is earlier vacated
in accordance with the Articles of the Company or he becomes disqualified to act
as a Director. The Company is not required to have an executive committee but it
has an audit committee as indicated below.

Name, Present Position
      with EMC and Country of Residence
    Commencement
      of Directorship
    Securities
      Held(3)*
    Present Principal
      OccupationPaul Matysek (1)
        President,
      CEO & Director West Vancouver, B.C., Canada
      January 11, 1999
      1,534,420
      President and Director; President and CEO of 
        Dundarave Resources Inc.; Director of Standard 
        Uranium Inc.; self employed Geologist.William Sheriff, 
        Director, Texas,
      USA
      March 1, 2005
      3,670,800
      Director, Quincy Energy Corp. President Pacific
        
        Intermountain Gold, Director of Castleworth Ventures Inc.;
      Director of Standard Uranium Inc.James G. G. Watt (1)(2)Chairman & Director Port Moody, B.C., Canada
      December 9, 1993
      774,300
      Director and President, Tower Energy Ltd.; Director
        
        and former President of EMC (formerly Clan Resources),
      1994 to 2004; Director of Doublestar Resources Ltd.; Director of
      Standard Uranium Inc.Grayson Hand (1)(2)
        Director Vancouver, B.C., Canada
      October 18, 1996
      311,000
      Businessman. Mr. Hand has over 20 years of senior
        
        management and executive level business experience. He has
      acted as a senior officer for several private and publicly traded
      companies.William Lupien(2)
        Director
      Colorado, USA
      November 30, 2005
      115,000
      Financial equity market consultant and private
        
        investor.David Cole 
        Director
      March 10, 2006
      312,120
      President of Eurasian Minerals Inc.
        since November, 
        2003; Geologist with Newmont
      Mining Corp. from May 1992 to March 2003.George Lim 
        CFO 
        Vancouver, B.C.
      November 22, 2005
      342,500
      Chief Financial Officer of EMC, is a Chartered
        
        Accountant and Certified General Accountant. Prior to
      joining EMC, Mr. Lim was the Chief Financial Officer of a group of
      companies involved in the mining industry in North and South
      America, Australia and Africa from 1999  2005; Chief Financial
      Officer, Standard Uranium Inc.Christine Thomson 
        Corporate Secretary
      Vancouver, B.C.
      June 2, 2005
      152,500
      Corporate Secretary of EMC. Ms. Thomson has 
        15 years experience as a legal assistant in the area of corporate
      securities, working in law firms and mining companies. Ms. Thomson was
      Corporate Secretary/Corporate Administrator of First Quantum
      Minerals Ltd. from 1999  2004; Corporate Secretary, Standard Uranium
      Inc., Quincy Energy Corp.; Director, Artha Resources Corporation


| | (1) | Denotes member of Audit Committee.                                 
| | --- | -------------------------------------------------------------------
| | (2) | Denotes member of Compensation Committee.                          
| | (3) | Securities held includes shares, warrants and stock
        options

The term of office of the directors expires annually at the
time of EMCs annual general meeting. The term of office of the officers expires
at the discretion of EMCs directors. None of the directors nor officers have
non-disclosure agreements with EMC.

As at September 28, 2006, the directors and officers of EMC as
a group owned beneficially, directly or indirectly, or exercised control or
discretion over an aggregate of 7,143,020, EMC Shares and Convertible

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53

Securities, which is equal to 11% of the issued and outstanding
EMC Shares and Convertible Securities of EMC in the aggregate.

The directors and officers of EMC anticipate that they will
dedicate the following percentage of their time to the affairs of EMC: Paul
Matysek, 90%; William Sheriff, 100%; James G.G. Watt, 10%; Grayson Hand, 10%;
William Lupien 20%; George Lim, 100%; and Christine Thomson 100%.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Other than as disclosed herein, to the best of EMCs knowledge,
no existing or proposed director, officer, promoter or other member of
management of EMC is, or within the ten years prior to the date hereof has been,
a director, officer, promoter or other member of management of any other
corporation that, while that person was acting in the capacity of a director,
officer, promoter or other member of management of that corporation, was the
subject of a cease trade order or similar order or an order that denied Standard
access to any statutory exemptions for a period of more than 30 consecutive
days, was declared bankrupt or made a voluntary assignment in bankruptcy, made a
proposal under any legislation relating to bankruptcy or insolvency or has been
subject to or appointed to hold the assets of that director, officer or
promoter.

Paul Matysek was a director of Mandalay Resources Corporation
when a cease trade order was issued against it on February 9, 2004 for failure
to file material change reports, a technical report and quarterly and year-end
reports in the form required under the Securities Act and the Rules (British
Columbia). On January 4, 2005, the British Columbia Securities Commission
revoked the cease trade order, as Mandalay Resources had filed the required
documentation.

A cease trade order was issued against Mandalay Resources
Corporation on June 30, 2004 by the Alberta Stock Exchange for failure to file
certain required financial information. On February 1, 2005, the cease trade
order was revoked as the company had filed the required records.

Paul Matysek resigned as a director of Mandalay Resources
Corporation on November 17, 2005.

Penalties or Sanctions

Other than as disclosed herein, to EMCs knowledge, no director
or officer of EMC, nor any shareholder holding sufficient securities of EMC to
materially affect control of EMC has:

| | (a) | been subject to any penalties or sanctions imposed by a
      court relating to Canadian securities legislation or by a Canadian
      securities regulatory authority or has entered into a settlement agreement
      with a Canadian securities regulatory authority; or
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                            
| | (b) | been subject to any other penalties or sanctions imposed
      by a court or regulatory body that would likely be considered important to
      a reasonable investor making an investment
decision.                                                                       

Personal Bankruptcies

To EMCs knowledge, no director or officer of EMC, nor any
shareholder holding sufficient securities of EMC to affect materially the
control of EMC, nor any personal holding company of any such person has, within
the ten years before the date of this Prospectus, become bankrupt, made a
proposal under any legislation relating to bankruptcy or insolvency, or been
subject to or instituted any proceedings, arrangements or compromise with
creditors, or had a receiver, receiver manager or trustee appointed to hold the
assets of that person.

Conflicts of Interest

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54

The directors of EMC are required by law to act honestly and in
good faith with a view to the best interests of EMC and to disclose any
interests, which they may have in any project or opportunity of EMC. If a
conflict of interest arises at a meeting of the board of directors, any director
in a conflict will disclose his interest and abstain from voting on such matter.

To the best of EMCs knowledge, and other than disclosed
herein, there are no known existing or potential conflicts of interest among
EMC, its promoters, directors and officers or other members of management of EMC
or of any proposed promoter, director, officer or other member of management as
a result of their outside business interests except that certain of the
directors and officers serve as directors and officers of other companies, and
therefore it is possible that a conflict may arise between their duties to EMC
and their duties as a director or officer of such other companies.

Audit Committee Information

Pursuant to the provisions of the British Columbia Business
Corporations Act and Multilateral Instrument 52-110 of the Canadian
Securities Administrators, the Company is required to have an Audit Committee
and to disclose annually in its Annual Information Form certain information
concerning the constitution of its audit committee and its relationship with the
Companys independent auditor. The general function of the Audit Committee is to
review the overall audit plan and the Companys system of internal controls, to
review the results of the external audit, and to resolve any potential dispute
with the Companys auditor

Audit Committee Charter

A copy of the Audit Committee Charter of the Company is
attached to this Annual Information Form as Annex A.

Composition and Background of the Audit Committee

The Audit Committee of the Company currently consists of James
G.G. Watt, Grayson Hand and Paul Matysek. The members of the Audit Committee are
independent, with the exception of Paul Matysek who is also an officer of the
Company. The composition of the Audit Committee is presently under review by the
Board of Directors and will be reconstituted in order to provide for a fully
independent Audit Committee, and to provide for an audit committee financial
expert as that term is defined in the Multilateral Instrument. The members of
the Audit Committee are financially literate with a wide experience with
accounting principles and the evaluation of financial statements.

James G.G. Watt has over 20 years of experience in banking and
over 20 years with junior natural resource companies. Mr. Watt was a Senior
Manager with the Bank of Montreal and is a "Fellow of the Institute of Canadian
Bankers" as well as an "Associate of the Institute of Bankers in Scotland".
Since the early 1980's, Mr. Watt has been an officer and/or director of several
public natural resource companies and has been responsible for raising funding
for various mining projects. He was a founding director of Fleck Resources Ltd.
which acquired Anaconda Canada along with its various Canadian resource
exploration properties. He is a director and President of Tower Energy Ltd.; a
director of Doublestar Resources Ltd.; and a director of Standard Uranium Inc.

Grayson Hand has over 20 years of senior management and
executive level business experience. He has acted as a senior officer for
several private and publicly traded companies.

Paul Matysek is currently the President and CEO of Energy
Metals. Mr. Matysek is an experienced geochemist/geologist with a Bachelor of
Science degree and a Masters of Science degree in Geology. Mr Matysek has held
management and director positions with several natural resource exploration and
development companies. Mr. Matysek has been instrumental in the acquisition and
development of a number of significant precious metal and base-metal properties
which include the Crucitas Gold Project in Costa Rica and the Altintepe

---

55

Gold Project in Turkey. He has been involved in raising over
$50 million for various exploration and development projects since 1999.

Reliance on Certain Exemptions

Since the effective date of MI 52-110, the Company has not
relied on the exemptions contained in sections 2.4, 3.2, 3.3(2), 3.4, 3.5, 3.6
or 3.8 of MI 52-110.

Pre-Approval Policies and Procedures

All services to be performed by the Companys independent
auditor must be approved in advance by the Audit Committee. Under the Companys
audit committee charter, the audit committee is required to pre-approve the
audit and non-audit services performed by the external auditors. Unless a type
of service is to be provided by the external auditors receives general
pre-approval, it requires specific pre-approval by the Companys Audit
Committee.

External Auditor Service Fees

Davidson & Company LLP has served as the Registrants
auditing firm since June 30, 1998. Fees billed by Davidson & Company and its
affiliates during fiscal 2006 and fiscal 2005 were Canadian $78,100 and Canadian
$13,453, respectively. The aggregate fees billed by the auditors in fiscal 2005
and fiscal 2004 are detailed below.

|                       |   | 2006   |  |   | 2005   | 
|---------------------- | - | ------ |  | - | ------ | 
|Audit Fees (a)         | $ | 27,000 |  | $ | 9,347  | 
|Audit Related Fees (b) | $ | 44,100 |  | $ | 3,556  | 
|Tax Fees (c)           | $ | 7,000  |  | $ | 550    | 
|All Other Fees (d)     |   | Nil    |  |   | Nil    | 
|Total                  | $ | 78,100 |  | $ | 13,453 | 

|(a) | Fees for audit services billed or expected to be billed
      relating to fiscal 2006 and 2005 consisted of:                                                                                                   
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                
|    | -                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                
|    | -                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                
|    | -                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                
|    | -                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                
|(b) | Fees for audit related services provided during fiscal
      2006 and 2005 consisted of financial accounting and reporting consultation
      and audit of annual statutory financial statements of
subsidiary.
|    |                                                                                                                                                                                                                
|(c) | Fees for tax services provided during fiscal 2006 and
      2005 consisted of tax compliance, and tax planning and advice.                                                                                     
|    |                                                                                                                                                                                                                
|(d) | Fees for products and services provided during fiscal
      2006 and 2005 not disclosed in subsections (a), (b) or (c)
  above.                                                                                

LEGAL PROCEEDINGS

The Company is not a party to any legal proceedings and is not
aware of any such proceedings known to be contemplated.

---

56

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Other than as set forth in this or any previous Circular and
other than transactions carried out in the normal course of business of EMC or
any of its affiliates, none of the directors or senior officers of EMC, no
shareholder beneficially owning shares carrying more than 10% of the voting
rights attached to the shares of EMC, nor an associate or affiliate of any of
the foregoing persons had during the last completed financial year, any material
interest, direct or indirect, in any transaction which materially affected EMC
or in any proposed transaction which has or would materially affect EMC, except
as follows:

| | 1. | EMC entered into the Aurora Agreement with William M.
      Sheriff on July 19, 2004 to acquire a 100% interest in the Aurora Property
      and certain other uranium properties all as described herein. As
      consideration, EMC issued 1,000,000 EMC shares at a deemed price of $0.35
      per common share to Mr. Sheriff. Under the terms of this agreement, EMC
      was granted a right of first refusal to acquire Mr. Sheriffs interest in
      other properties located in Arizona, Wyoming, Colorado, New Mexico,
      Nevada, Utah and Texas.                                                                       
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | 2. | In February 2005 EMC exercised the right of first refusal
      granted under the Aurora Agreement and entered the Moore Ranch Agreement
      on February 5, 2005 with Mr. Sheriff to acquire a 100% interest in the
      Moore Ranch Property and certain other uranium properties all as described
      herein. As consideration EMC agreed to issue a total of 1,500,000 EMC
      Shares to Mr. Sheriff at a deemed price of $1.10 per common share in three
      equal tranches, the last of which is to be issued on January 5,
    2007.                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | 3. | EMC entered into the Antelope Agreement with Mr. Sheriff
      on October 25, 2004 to acquire a 100% in the Antelope Property and certain
      other uranium properties all as described herein. As consideration, EMC
      issued 1,250,000 EMC Shares to Mr. Sheriff at a deemed price of $0.66 per
      common share.                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | 4. | EMC entered into a License and Sublicense Agreement with
      Mr. Sheriff dated June 1, 2005, for the use of certain exploration
      databases owned by him and was granted the right to sublicense these
      databases. In consideration for the databases EMC agreed to pay to Mr.
      Sheriff $1.00 and 20% of any consideration received by EMC from third
      parties for the use of the exploration databases. EMC has subsequently
      sublicensed various records and data. Refer to the section Acquisition of
      Prior Exploration and Development Technical Data Bases for particulars of
      the sublicense.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | 5. | EMC entered into Management Services Agreements dated
      November 1, 2005 with each of William M. Sheriff and Paul Matysek (through
      his wholly owned private company, Bedrock Capital Corporation), whereby
      each will receive management fees of CDN$15,000 per month for a period of
      12 months for Mr. Sheriff and 24 months for Mr. Matysek. Each of Mr.
      Sheriff and Mr. Matysek will also receive a CDN$100,000 bonus if EMCs
      market capitalization increases to CDN$250 million and is sustained at
      that level for a minimum of 10 consecutive business
days.                                 

TRANSFER AGENT AND REGISTRARS

The Companys transfer agent and registrar is Pacific Corporate
Trust Company (PCTC). PCTCs register of transfers for the common shares of
the Company is located at 510 Burrard Street, Third Floor, Vancouver, British
Columbia, Canada, V6C 3B9.

MATERIAL CONTRACTS

Except for contracts entered into in the ordinary course of
business, the only contracts entered into by EMC during the fiscal year
preceding the date of this AIF and which can be reasonably regarded as material
to EMC are as follows:

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57

| | 1. | Arrangement Agreement dated February 9, 2006 between
      Energy Metals Corporation and Standard Uranium Inc. 
| | -- | ---------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                
| | 2. | Letter of Intent dated November 13, 2005 between EMC and
      Quincy Energy Corp.                             
| |    |                                                                                                                
| | 3. | Agreement and Plan of Merger dated March 9, 2006 between
      Quincy and EMC.                                 
| |    |                                                                                                                
| | 4. | Loan Agreement dated January 5, 2006 between Standard and
      EMC.                                           
| |    |                                                                                                                
| | 5. | Letter of Intent of dated August 15, 2006 between Energy
      Metals Corporation and High Plains Uranium, Inc.

INTERESTS OF EXPERTS

Names of Experts

Davidson & Company LLP, Chartered Accountants is the
auditor of the Company and is independent within the meaning of the Rules of
Professional Conduct of the Institute of Chartered Accountants of British
Columbia. To managements knowledge, Davidson & Company LLP does not have
any registered or beneficial interests, direct or indirect, in any securities or
other property of the Company (or of any of its associates or affiliates).

B. Ainsworth, P. Eng. prepared a technical report on the
Companys Antelope Project, Fremont and Sweetwater Counties, Wyoming dated
January 14, 2005. To managements knowledge Mr. Ainsworth has no registered or
beneficial interests, director or indirect, in any securities or other property
of the Company (or of any of its associates or affiliates).

Mr. Gregory Meyers, Ph.D prepared technical reports on
following properties:

- Aurora Uranium Project, Malheur County, Oregon dated March 13, 2005;
- Section 19 and 29 Portions of the Crownpoint Property, McKinley County,
  New Mexico dated April 7, 2006;
- Section 24 Portion of the Crownpoint Property, McKinley County, New Mexico
  dated March 2, 2006
- Hosta Butte Property, McKinley County, New Mexico dated April 18, 2006

To managements knowledge Mr. Meyers has no registered or
beneficial interests, director or indirect, in any securities or other property
of the Company (or of any of its associates or affiliates).

Mr. Robert E. Blackstone P.G. prepared a technical report on
the Companys Palangana and Hobson Uranium In-Situ Leach Project Duval and
Karnes Counties Texas dated November 10, 2005. To managements knowledge Mr.
Blackstone has no registered or beneficial interests, director or indirect, in
any securities or other property of the Company (or of any of its associates or
affiliates).

Mr. Douglas Beahm, PE, PG prepared a technical reports on the
following properties:

- Peterson Uranium Projoect, Converse County, Wyoming, USA dated June 27,
  2006.
- Red Rim Project, Sweetwater County, Wyoming, USA dated June 14, 2006
- Moore Range Uranium Project, Campbell County, Wyoming dated June 27, 2006

To managements knowledge Mr. Beham has no registered or
beneficial interests, director or indirect, in any securities or other property
of the Company (or of any of its associates or affiliates).

---

58

ADDITIONAL INFORMATION

Additional information relating to the Company may be found on
SEDAR at www.sedar.com.

Additional information including directors and officers
remuneration and other indebtedness, principal holders of the Companys
securities, and securities authorized for issuance under equity compensation
plans, as applicable, is contained in the Companys annual general meeting
information circular dated October 17, 2005.

Additional financial information is provided in the Companys
audited financial statements and MD&A for the year ended June 30, 2005 which
may be obtained upon request from Energy Metals head office, or may be viewed
on the Companys website (www.firstmajestic.com) on the SEDAR website
(www.sedar.com).

---

Annex A

Charter of the Audit Committee of the Board of
Directorsof Energy Metals Corporation (the Company)

Mandate

The primary function of the Audit Committee (Committee) is to
assist the Board of Directors in fulfilling its financial oversight
responsibilities by reviewing the following: the financial reports and other
financial information provided by the Company to regulatory authorities and
shareholders, the Companys systems of internal controls regarding finance and
accounting and the Companys auditing, accounting and financial reporting
processes. Consistent with this function, the Committee will encourage
continuous improvement of, and should foster adherence to, the Companys
policies, procedures and practices at all levels. The Committees primary duties
and responsibilities are to (i) serve as an independent and objective party to
monitor the Companys financial reporting and internal control system and review
the Companys financial statements; (ii) review and appraise the performance of
the Companys external auditors; (iii) provide an open avenue of communication
among the Companys auditors, financial and senior management and the board of
directors; and (iv) to ensure the highest standards of business conduct and
ethics.

Composition

The Committee shall be comprised of three directors as
determined by the board of directors, the majority of whom shall be free from
any relationship that, in the opinion of the board of directors, would interfere
with the exercise of his or her independent judgment as a member of the
Committee.

At least one member of the Committee shall have accounting or
related financial management expertise. All members of the Committee that are
not financially literate will work towards becoming financially literate to
obtain a working familiarity with basic finance and accounting practices. For
the purposes of the Companys Charter, the definition of financially literate
is the ability to read and understand a set of financial statements that present
a breadth and level of complexity of accounting issues that are generally
comparable to the breadth and complexity of the issues that can presumably be
expected to be raised by the Companys financial statements.

The members of the Committee shall be elected by the board of
directors at its first meeting following the annual shareholders meeting.
Unless a Chair is elected by the full board of directors, the members of the
Committee may designate a Chair by a majority vote of the full Committee
membership.

Meetings

The Committee shall meet at least four times annually, or more
frequently as circumstances dictate. As part of its job to foster open
communication, the Committee will meet at least annually with the Chief
Financial Officer and the external auditors in separate sessions.

Responsibilities and Duties

To fulfill its responsibilities and duties, the Committee
shall:

Documents/Reports Review

| | (a) | Review and update this Charter
annually.
| | --- | ----------------------------------------

---

| | (b) | Review the Companys financial statements, MD&A, any
      annual and interim earning statements and press releases before the
      Company publicly discloses this information and any reports or other
      financial information (including quarterly financial statements), which
      are submitted to any governmental body, or to the public, including any
      certification, report, opinion or review rendered by the external
      auditors.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

External Auditors

| | (a) | Review annually the performance of the external auditors
      who shall be ultimately accountable to the board of directors and the
      Committee as representatives of the shareholders of the Company.                                                                                                     
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                 
| | (b) | Obtain annually a formal written statement of external
      auditors setting forth all relationships between the external auditors and
      the Company, consistent with Independence Standards Board Standard
    1.                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                 
| | (c) | Review and discuss with the external auditors any
      disclosed relationships or services that may impact the objectivity and
      independence of the external auditors.                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                 
| | (d) | Take or recommend that the full board of directors take
      appropriate action to oversee the independence of the external
      auditors.                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                 
| | (e) | Recommend to the board of directors the selection and,
      where applicable, the replacement of the external auditors nominated
      annually for shareholder approval.                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                 
| | (f) | At each meeting, consult with the external auditors about
      the quality of the Companys accounting principles, internal controls and
      the completeness and accuracy of the Companys financial
  statements.                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                 
| | (g) | Review and approve the Companys hiring policies
      regarding partners, employees and former partners and employees of the
      present and former external auditors of the Company.                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                 
| | (h) | Review with management and the external auditors the
      audit plan for the year-end financial statements and intended template for
      such statements.                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                 
| | (i) | Review and pre-approve all audit and audit-related
      services and the fees and other compensation related thereto, and any
      non-audit services, provided by the Companys external auditors. The
      pre-approval requirement is waived with respect to the provision of
      non-audit services if:
| |     |                                                                                                                                                                                                                                                                                                                 
| |     | i.                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                 
| |     | ii.                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                 
| |     | iii.                                                                                                                                                                                                                                                                                                            

Provided the pre-approval of the
non-audit services is presented to the Committees first scheduled meeting
following such approval such authority may be delegated by the Committee to one
or more independent members of the Committee.

---

Financial Reporting Processes

| | (a) | In consultation with the external auditors, review with
      management the integrity of the Companys financial reporting process,
      both internal and external.                                                                                                               
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                      
| | (b) | Consider the external auditors judgments about the
      quality and appropriateness of the Companys accounting principles as
      applied in its financial reporting.                                                                                                            
| |     |                                                                                                                                                                                                                                                                                      
| | (c) | Consider and approve, if appropriate, changes to the
      Companys auditing and accounting principles and practices as suggested by
      the external auditors and management.                                                                                                    
| |     |                                                                                                                                                                                                                                                                                      
| | (d) | Review significant judgments made by management in the
      preparation of the financial statements and the view of the external
      auditors as to appropriateness of such judgments.                                                                                            
| |     |                                                                                                                                                                                                                                                                                      
| | (e) | Following completion of the annual audit, review
      separately with management and the external auditors any significant
      difficulties encountered during the course of the audit, including any
      restrictions on the scope of work or access to required
  information.
| |     |                                                                                                                                                                                                                                                                                      
| | (f) | Review any significant disagreement among management and
      the external auditors in connection with the preparation of the financial
      statements.                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                      
| | (g) | Review with the external auditors and management the
      extent to which changes and improvements in financial or accounting
      practices have been implemented.                                                                                                                
| |     |                                                                                                                                                                                                                                                                                      
| | (h) | Review certification process.                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                      
| | (i) | Establish a procedure for the confidential, anonymous
      submission by employees of the Company of concerns regarding questionable
      accounting or auditing matters.                                                                                                          

Other

| | a) | Review any related party transactions.                                                                                                                                         
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                
| | b) | Review reports from persons regarding any questionable
      accounting, internal accounting controls or auditing matters (Concerns)
      relating to the Company such that:
| |    |                                                                                                                                                                                
| |    | i.                                                                                                                                                                             
| |    |                                                                                                                                                                                
| |    | ii.                                                                                                                                                                            
| |    |                                                                                                                                                                                
| |    | iii.                                                                                                                                                                           

All of the foregoing in a manner that
the individual submitting such Concerns shall have no fear of adverse
consequences.

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