---

UNITED STATESSECURITIES
AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 20-F-A

[   ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b)
OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

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

For the Fiscal Year Ended December 31, 2008

OR

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

OR

[   ] SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from ________________ to
________________

Commission file number - 0-50822

NWT URANIUM
CORPORATION(Exact name of Registrant as specified in its
charter)

NWT URANIUM CORPORATION(Translation of
Registrant's name into English)

Province of Ontario, Canada(Jurisdiction of incorporation or organization)

70 York Street Suite 1102Toronto, Ontario
M5J 1S9(Address of principal executive offices)

Raphael Danon, (416)504-3978, rdanon@nwturanium.com, 70
York Street, Suite 1102, Toronto, Ontario M5J 1S9Telephone,
E-Mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section
12(b) of the Act.

Title of each class
    
    Name of each exchange on which
      registered


Securities registered or to be registered pursuant to Section
12(g) of the Act:

Common Shares(Title of Class)

Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act:

1

---

None(Title of Class)

Indicate the number of outstanding shares of each of the
issuer's classes of capital or common shares as of the close of the period
covered by the annual report.

126,131,342=========

Indicate by check mark if the Registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
[   ]     No [X]

If this report is an annual or transition report, indicate by
check mark if the Registrant is not required to file reports pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934. Yes [ 
 ]     No [X]

Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X]     No
[   ]

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
Yes [   ]     No [X]

Indicate by check mark whether the Registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated filer. See
definition of accelerated filer and large accelerated filer in Rule 12b-2 of
the Exchange Act. (Check one) Large accelerated filer [  
]      Accelerated filer [  
]     Non-accelerated filer [X]

Indicate by check mark which basis of accounting the registrant
has used to prepare the financial statements included in this filing:

|U.S. GAAP [   ] | International Financial
      Reporting Standards as issued | Other [X]
|--------------- | ----------------------------------------------------------- | ---------
|                | By the
      International Accounting Standards Board       |          

If Other has been check in response to the previous question,
indicate by check mark which financial statement item the registrant has elected
to follow. [   ] Item 17     [X]
Item 18

If this is an annual report, indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [   ]     No [X]

Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court. Yes [  
]     No [   ]

2

---

TABLE OF CONTENTS

|PART I                                                        | 6                                                                                                                                                                                                                                                                                                                          
|------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                              |                                                                                                                                                                                                                                                                                                                            
|Item 1. Identity of Directors, Senior Management and Advisers | 6                                                                                                                                                                                                                                                                                                                          
|                                                              |                                                                                                                                                                                                                                                                                                                            
|Item 2. Offer Statistics and Expected Timetable               | 6                                                                                                                                                                                                                                                                                                                          
|                                                              |                                                                                                                                                                                                                                                                                                                            
|Item 3. Key Information.                                      | 6                                                                                                                                                                                                                                                                                                                          
|                                                              |                                                                                                                                                                                                                                                                                                                            
|RISK FACTORS AFFECTING THE COMPANY                            | 9                                                                                                                                                                                                                                                                                                                          
|                                                              |                                                                                                                                                                                                                                                                                                                            
|                                                              | We Have No Ongoing Mining Operations, None of our Mineral
      Properties Contain a Known Commercially Mineable Mineral Deposit,
      We Have Never Received Any Revenues From Mining Operations, and Our
      Chances of Reaching the Development Stage on Any Properties we may Acquire
      in the Future are Remote
|                                                              | In the Event We Acquire
      Interests in any Mining Properties, We Will Need to Raise Substantial Funding
      in Order to Carry Out Our Activities.                                                                                                                                                                    
|                                                              | Lack of Revenue Producing Operations                                                                                                                                                                                                                                                                                       
|                                                              | We Have Not Adopted a Code
      of Ethics Which May Increase the Possibility of the Companys Executive
      Officers and Directors Engaging in Activities that are not in the Best
      Interests of the Company or its Shareholders.                                                                                  
|                                                              | The Value of Any Mineral Properties We May Acquire in
      the Future is Dependent Upon Commodity Prices Which Can Fluctuate
      Widely.                                                                                                                                                                                
|                                                              | We Are Not Engaged in Mining
      Operations; In the Event We Engage in Mining Operations in the Future, We
      Would Face Substantial Regulation                                                                                                                                                                       
|                                                              | Risks related to the Companys Foreign Investments
      and Operations                                                                                                                                                                                                                                                    
|                                                              | There is a Risk that we
      will be Unable to Compete for Mineral Properties, Investment Funds and Technical
      Expertise.                                                                                                                                                                                            
|                                                              | We Have Limited Insurance; We Will Not be Able to Insure
      Against All Possible Risks                                                                                                                                                                                                                                  
|                                                              | [If We are Unable to Maintain
      the Infrastructure for Our Exploration Activities, We Could be Adversely
      Affected.                                                                                                                                                                                               
|                                                              | Management May Be Subject to Conflicts of Interest Due
      to Affiliations with Other Resource Companies.                                                                                                                                                                                                                
|                                                              | The Executive in Charge
      of Our Administrative Affairs does not Work Full-Time For Us                                                                                                                                                                                                                                 
|                                                              | Our Senior Management does not have Extensive Mining
      Backgrounds or Experience Serving as Senior Management of Publicly
      Traded Companies                                                                                                                                                                       
|                                                              | We May Not Have Enough Shares
      Available Under Our Stock Option Plan to Attract High Quality Employees                                                                                                                                                                                                                
|                                                              | Our Management May Not Be Subject to U.S. Legal Process.                                                                                                                                                                                                                                                                   
|                                                              | Prices for Uranium and Precious
      Metals such as Gold are Volatile and Could Decline                                                                                                                                                                                                                                   
|                                                              | Our Stock will be a Penny Stock which Imposes Significant
      Restrictions on Broker-Dealers Recommending the Stock For Purchase                                                                                                                                                                                         
|                                                              | Our Stock Price Could be
      Volatile                                                                                                                                                                                                                                                                                    
|                                                              | We Do Not Plan to Pay Any Dividends in the Foreseeable
      Future                                                                                                                                                                                                                                                        
|                                                              | Future Sales of Common Shares
      by Existing Shareholders.                                                                                                                                                                                                                                                              
|                                                              |                                                                                                                                                                                                                                                                                                                            
|Item 4. Information on the
      Company.                     | 18                                                                                                                                                                                                                                                                                                                         
|                                                              |                                                                                                                                                                                                                                                                                                                            
|                                                              | *A.*                                                                                                                                                                                                                                                                                                                       
|                                                              | *B.*                                                                                                                                                                                                                                                                                                                       
|                                                              | *C.*                                                                                                                                                                                                                                                                                                                       
|                                                              | *D.*                                                                                                                                                                                                                                                                                                                       
|                                                              |                                                                                                                                                                                                                                                                                                                            

3

---

|                                                                 |                                                                              | *Termination
      of Companys Options on North Rae and Daniel Lake Uranium Properties,
      Northern Quebec,* Canada | 31
|---------------------------------------------------------------- | ---------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------- | --
|                                                                 | Relinquished Option on Picachos Project, Mexico                              | 32                                                                                                                     
|                                                                 | Relinquished Option on Waterbury Uranium Project, Saskatchewan,
      Canada | 32                                                                                                                     
|                                                                 | Cancelled
      Transaction with Nu-Mex Uranium Corp.                        | 32                                                                                                                     
|                                                                 |                                                                              |                                                                                                                         |   
|GLOSSARY                                                         | 33                                                                          
|                                                                 |                                                                              |                                                                                                                         |   
|Item 5.
      Operating and Financial Review and Prospects.      | 34                                                                          
|                                                                 |                                                                              |                                                                                                                         |   
|                                                                 | *A.*                                                                         | Operating
      Results                                                                                                 | 35
|                                                                 | *B.*                                                                         | Liquidity
      and Capital Resources                                                                                   | 38
|                                                                 | *C.*                                                                         | Research
      and development, patents and licenses, etc.                                                              | 39
|                                                                 | *D.*                                                                         | Trend Information.                                                                                                      | 39
|                                                                 | *E.*                                                                         | Off-Balance Sheet Arrangements                                                                                          | 39
|                                                                 | *F.*                                                                         | Tabular Disclosure
      of Contractual Obligations.                                                                    | 39
|                                                                 |                                                                              |                                                                                                                         |   
|Item 6.
      Directors, Senior Management and Employees         | 40                                                                          
|                                                                 |                                                                              |                                                                                                                         |   
|                                                                 | *A.*                                                                         | Directors
      and Senior Management                                                                                   | 40
|                                                                 | *B.*                                                                         | Compensation.                                                                                                           | 41
|                                                                 | *C.*                                                                         | Board Practices                                                                                                         | 48
|                                                                 |                                                                              | Other Board
      Committees                                                                                            | 49
|                                                                 |                                                                              | The Board
      currently has no standing committees other than the audit and compensation
      committees             | 49
|                                                                 | *D.*                                                                         | Employees                                                                                                               | 49
|                                                                 | *E.*                                                                         | Share Ownership.                                                                                                        | 50
|                                                                 |                                                                              |                                                                                                                         |   
|Item 7. Major
      Shareholders and Related Party Transactions. | 51                                                                          
|                                                                 |                                                                              |                                                                                                                         |   
|                                                                 | *A.*                                                                         | Major Shareholders                                                                                                      | 51
|                                                                 | *B.*                                                                         | Related Party
      Transactions.                                                                                       | 52
|                                                                 |                                                                              |                                                                                                                         |   
|Item 8.
      Financial Information.                             | 53                                                                          
|                                                                 |                                                                              |                                                                                                                         |   
|                                                                 | *A.*                                                                         | Consolidated Statements and Other Financial Information.                                                                | 53
|                                                                 | *B.*                                                                         | Significant Changes                                                                                                     | 53
|                                                                 |                                                                              |                                                                                                                         |   
|Item 9.
      The Offer and Listing.                             | 53                                                                          
|                                                                 |                                                                              |                                                                                                                         |   
|                                                                 | *A.*                                                                         | Offer and
      Listing Details.                                                                                        | 53
|                                                                 | *B.*                                                                         | Plan of Distribution.                                                                                                   | 57
|                                                                 | *C.*                                                                         | Markets                                                                                                                 | 57
|                                                                 | *D.*                                                                         | Selling Shareholders.                                                                                                   | 58
|                                                                 | *E.*                                                                         | Dilution                                                                                                                | 58
|                                                                 | *F.*                                                                         | Expenses
      of the Issue.                                                                                            | 58
|                                                                 |                                                                              |                                                                                                                         |   
|Item 10.
      Additional Information                            | 58                                                                          
|                                                                 |                                                                              |                                                                                                                         |   
|                                                                 | *A.*                                                                         | Share Capital                                                                                                           | 58
|                                                                 | *B.*                                                                         | Certificate and Articles of Incorporation                                                                               | 58
|                                                                 |                                                                              |                                                                                                                         |   
|ARTICLES
      AND BY-LAWS                                       | 59                                                                          
|                                                                 |                                                                              |                                                                                                                         |   
|                                                                 | *A.*                                                                         | General                                                                                                                 | 59
|                                                                 | *B.*                                                                         | Directors                                                                                                               | 59
|                                                                 | *C.*                                                                         | Annual and
      special meetings                                                                                       | 60
|                                                                 | *D.*                                                                         | Material
      Contracts                                                                                                | 61

4

---

|                                                                                             | *E.* | Exchange Controls       | 63
|-------------------------------------------------------------------------------------------- | ---- | ----------------------- | --
|                                                                                             | *F.* | Taxation                | 64
|                                                                                             | *G.* | Statements by Experts   | 73
|                                                                                             | *H.* | Documents on Display.   | 74
|                                                                                             | *I.* | Subsidiary Information. | 74
|                                                                                             |      |                         |   
|Item 11. Quantitative and Qualitative Disclosures
      About Market Risk                    | 74  
|                                                                                             |      |                         |   
|Item 12. Description of Securities Other than
      Equity Securities                        | 74  
|                                                                                             |      |                         |   
|Item 13. Defaults, Dividend Arrearages, and Delinquencies.                                   | 74  
|                                                                                             |      |                         |   
|Item 14. Material Modifications to the Rights of Security
      Holders and Use of Proceeds. | 74  
|                                                                                             |      |                         |   
|Item. 15. Controls and Procedures                                                            | 75  
|                                                                                             |      |                         |   
|Item 16A. Audit Committee Financial Expert                                                   | 76  
|                                                                                             |      |                         |   
|Item 16B. Code of Ethics                                                                     | 76  
|                                                                                             |      |                         |   
|Item 16C. Principal Accountant Fees and Services                                             | 76  
|                                                                                             |      |                         |   
|Item. 16 D. Exemptions from the Listing Standards for
      Audit Committees.                | 77  
|                                                                                             |      |                         |   
|Item 16 E. Purchases of Equity Services by the Issuer
      and Affiliated Purchasers.       | 77  
|                                                                                             |      |                         |   
|Item 16 F. Change in Registrants Certifying Accountant.                                     | 77  
|                                                                                             |      |                         |   
|Item 17. Financial Statements                                                                | 77  
|                                                                                             |      |                         |   
|Item 18. Financial Statements                                                                | 77  
|                                                                                             |      |                         |   
|Item 19. Exhibits.                                                                           | 79  

5

---

PART I

Item 1. Identity of Directors, Senior Management and
Advisers

Not
  Applicable.

Item 2. Offer Statistics and Expected Timetable.

Not
applicable.

Item 3. Key Information.

All
dollar amounts in this Annual Report are expressed in Canadian dollars. The
following tables set forth the exchange rates for one Canadian dollar expressed
in terms of one U.S. dollar for the years 2004-2008 and for the period January
1, 2009 through June 30, 2009.

YEAR
    AVERAGE2004
    .77022005
    .82762006
    .88442007
    .98742008
    .9341


LOW
    HIGHJune 2009
    .7844
    .8459May 2009
    .7868
    .8203April 2009
    .7695
    .8167March 2009
    .7911
    .8376February 2009
    .8425
    .9127January 2009
    .7844
    .8459


6

---

The exchange rates are based upon the noon buying rate in New
York City for cable transfers in foreign currencies as certified for customs
purposes by the Federal Reserve Bank of New York. At July 6, 2009, one Canadian
dollar, as quoted by Reuters and other sources at 4 P.M. Eastern Time for New
York foreign exchange selling rates (for bank transactions of at least
$1,000,000), equaled $.8628 in U.S. dollars. (Source: The Wall Street Journal)

Selected Financial Data.

Following
is selected financial data of the Company, expressed in Canadian dollars, for
the period from the Companys incorporation on September 26, 2003 through March
31, 2009. The audited consolidated financial statements were prepared in
accordance with Canadian generally accepted accounting principles (Canadian
GAAP), which differ substantially from United States generally accepted
accounting principles (US GAAP). Reference is made to Note 14 to the audited
consolidated financial statements for the period ended December 31, 2008, which
is contained below in Item 18. Financial Statements. Note 14 provides a
description of the differences between Canadian and United States generally
accepted accounting principles, and how these differences could affect the
Companys financial statements. On July 23, 2004 the Company completed a 2 for 1
stock split, pursuant to which each issued Share of the Company was subdivided
into two shares. On September 6, 2005, the Company completed an additional 2 for
1 stock split, pursuant to which each issued share of the Company was subdivided
into two shares. The outstanding warrants and stock options were also
sub-divided at the same ratio as the common shares. Shares and per share amounts
in this Annual Report and in the Selected Financial Data have been retroactively
adjusted to reflect the stock splits.

For
the year ended December 31, 2007 the Company restated its financial statements,
as described in Note 17 to the Companys audited financial statements for the
year ended December 31, 2008, reported on by MSCM LLP, Chartered Accountants.
Based upon a revaluation of the nature of the relationship between the Company
and Niger Uranium, the Company determined that it never exerted significant
influence over Niger Uranium. As a result of this determination, Management
determined that accounting for the Companys investment in Niger Uranium under
the equity method was not appropriate in 2007. Consequently, the investment was
reclassified as an available-for-sale financial instrument recorded initially at
fair value with changes in fair value reflected through other comprehensive
income until the investment is derecognized or impaired. The effect of this
restatement as at December 31, 2007 and for the year ended December 31, 2007 has
been to increase the carrying value of the investment by $1,084,666, increase
net comprehensive income and accumulated other comprehensive income by $770,112,
and increase future income tax liability by $314,553. Accordingly, the figures
in the tables below for 2007 are the restated figures.

7

---

|                                        |  | Three Month  |   | Three Month  |   | Year Ended   |   | Year Ended   |   | Year Ended   |   | Year Ended   |   | Year Ended   |  
|--------------------------------------- |  | ------------ | - | ------------ | - | ------------ | - | ------------ | - | ------------ | - | ------------ | - | ------------ | -
|                                        |  | Period ended |   | Period ended |   | December 31, |   | December 31, |   | December 31, |   | December 31, |   | December 31, |  
|                                        |  | March 31,    |   | March 31,    |   | 2008         |   | 2007         |   | 2006         |   | 2005         |   | 2004         |  
|                                        |  | 2009         |   | 2008         |   | (audited)    |   | (audited)    |   | (audited)    |   | (audited)    |   | (audited)    |  
|                                        |  | (unaudited)  |   | (unaudited)  |   | $            |   | (restated)   |   | $            |   | $            |   | $            |  
|                                        |  | $            |   | $            |   |              |   | $            |   |              |   |              |   |              |  
|Revenues                                |  | -            |   | -            |   | -            |   | -            |   | -            |   | -            |   | -            |  
|Income (Loss) for the Period            |  | (785,984     | ) | (460,575     | ) | (2,790,811   | ) | 11,745,384*  |   | (2,421,484   | ) | (1,780,074   | ) | (1,121,460   | )
|Income (Loss) Per Share                 |  | (0.01        | ) | 0.00         |   | (0.03        | ) | 0.11         |   | (0.03        | ) | (0.02        | ) | (0.02        | )
|Cash Flows from Operating Activities    |  | (295,081     | ) | (526,013     | ) | (6,091,696   | ) | (1,209,395   | ) | (963,753     | ) | (851,997     | ) | (587,006     | )
|Cash Flows from Investing Activities    |  | (243,991     | ) | 102,393      |   | 11,620,725   |   | (3,973,902   | ) | (13,249,498  | ) | (707,330     | ) | (735,006     | )
|Total Assets                            |  | 30,147,254   |   | 35,637,746   |   | 18,120,248   |   | 37,426,538   |   | 19,490,706   |   | 2,856,700    |   | 1,896,035    |  
|Current Assets                          |  | 9,762,757    |   | 13,349,419   |   | 10,503,296   |   | 14,281,666   |   | 15,026,965   |   | 1,774,293    |   | 1,161,660    |  
|Liabilities                             |  | 4,449,696    |   | 3,948,416    |   | 836,141      |   | 4,608,757    |   | 383,366      |   | 170,817      |   | 197,625      |  
|Common Stock                            |  | 20,633,843   |   | 19,633,843   |   | 20,633,843   |   | 19,574,843   |   | 18,478,026   |   | 4,329,779    |   | 2,171,849    |  
|Accumulated Retained Earnings (Deficit) |  | 2,812,474    |   | 5,928,694    |   | 3,598,458    |   | 6,389,269    |   | (5,356,115   | ) | (2,934,631   | ) | (1,154,557   | )
|Shareholders Equity                    |  | 25,697,558   |   | 31,689,330   |   | 17,284,107   |   | 32,817,781   |   | 19,107,340   |   | 2,685,883    |   | 1,698,410    |  

* 
 Gain on disposition of Irhazer and In Gall Projects, Niger

The
following table sets forth how the Selected Financial Datapresented
above would be presented under US GAAP for the fiscal years ended December 31,
2008, December 31, 2007, December 31, 2006, December 31, 2005, and December 31,
2004:

|                                           |  | Year Ended   |   |  | Year Ended        |   |  | Year ended   |   |  | Year ended   |   |  | Year ended   |  
|------------------------------------------ |  | ------------ | - |  | ----------------- | - |  | ------------ | - |  | ------------ | - |  | ------------ | -
|                                           |  | December 31, |   |  | December 31, 2007 |   |  | December 31, |   |  | December 31, |   |  | December 31, |  
|                                           |  | 2008         |   |  | (audited)         |   |  | 2006         |   |  | 2005         |   |  | 2004         |  
|                                           |  | (audited)    |   |  | (restated)        |   |  | (audited)    |   |  | (audited)    |   |  | (audited)    |  
|                                           |  | $            |   |  | $                 |   |  | $            |   |  | $            |   |  | $            |  
|                                           |  |              |   |  |                   |   |  |              |   |  |              |   |  |              |  
|Net Income (Loss) for the
      Period     |  | (3,165,962   | ) |  | 11,039,359        |   |  | (4,925,955   | ) |  | (1,922,360   | ) |  | (1,852,260   | )
|Net Income (Loss) Per Share                |  | (0.03        | ) |  | 0.10              |   |  | (0.05        | ) |  | (0.02        | ) |  | (0.03        | )
|Cash Flows from Operating
      Activities |  | (6,476,886   | ) |  | (4,904,116        | ) |  | (4,385,589   | ) |  | (1,426,060   | ) |  | (1,317,806   | )
|Cash Flows From Investing Activities       |  | 12,005,895   |   |  | (279,181          | ) |  | (9,827,662   | ) |  | (133,267     | ) |  | (4,206       | )
|Total Assets                               |  | 15,398,882   |   |  | 33,288,445        |   |  | 16,412,038   |   |  | 1,780,999    |   |  | 1,165,235    |  
|Retained Earnings/(Deficit)                |  | 698,722      |   |  | 2,357,187         |   |  | (8,682,172   | ) |  | (3,756,217   | ) |  | (1,885,357   | )

Capitalization and Indebtedness.

Not applicable.

8

---

Reasons for the Offer and Use of Proceeds.

Not
applicable.

Risk Factors.

RISK FACTORS AFFECTING THE COMPANY

The
business of the Company entails significant risks, and an investment in the
Shares should be considered highly speculative for a variety of reasons. An
investment in the Shares should only be undertaken by persons who have
sufficient financial resources to enable them to assume such risks. In addition
to the usual risks associated with investment in a business, the following is a
general description of significant risk factors, which should be considered.

We Have No Ongoing Mining Operations, None of our Mineral
Properties Contain a Known Commercially Mineable Mineral Deposit, We Have Never
Received Any Revenues From Mining Operations, and Our Chances of Reaching the
Development Stage on Any Properties we may Acquire in the Future are
Remote.

Since
our inception, we have never engaged in any mining operations and the Company
has not generated any revenues from mining operations. Our activities have been
limited to the highly speculative business of acquiring and exploring properties
in the hope that commercial quantities of gold, uranium or other minerals, will
be discovered. None of the properties we owned interests in contained a known
commercially mineable mineral deposit. We believe that the probability of our
reaching the development stage on any properties we may acquire in the future is
remote for a number of reasons. The exploration for and development of mineral
deposits 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,
including, but not limited to the following: the particular attributes of the
deposit, such as size, grade and proximity to infrastructure; metal prices,
which are highly cyclical; and government regulations, including regulations
relating to prices, taxes, royalties, land tenure, land use, importing and
exporting of minerals and environmental protection. Because so few properties
which are explored ever become producing mines, investors must be prepared for
the possibility that we will be unsuccessful and that they could lose their
entire investment.

9

---

In
the remote possibility that we place a property into production, we would face
numerous risks associated with mining operations. These risks include adverse
environmental conditions, industrial accidents, labor disputes, unusual or
unexpected geological conditions, ground or slope failures, cave-ins, changes in
the regulatory environment and natural phenomena such as inclement weather
conditions, floods and earthquakes, and the inability to maintain the
infrastructure for our production activities. Mining and mining exploration is
risky, presenting potentially dangerous conditions for workers. Large, heavy
equipment and machinery is used and toxic substances are utilized and
encountered in exploration, extraction, and processing. Misuse and accidents
could result in serious injury and death to personnel. Such events could be
caused by numerous factors including faulty equipment, unsafe practices,
explosions, fires, natural phenomenon (such as lightning, mudslides, cave-ins,
etc.), which may be impossible to avoid and protect against. In the event of any
such misuse, accidents or natural disasters, personnel could be injured and
killed, and mining operations suspended or terminated. In addition, any future
development activities, of which there can be no assurance, would depend, to one
degree or another, on adequate infrastructure. Reliable roads, bridges, power
sources and water supply are important factors, which affect capital and
operating costs. Unusual or infrequent weather phenomena, sabotage, government
or other interference in the maintenance or provision of such infrastructure
could make it very difficult, if not impossible, to engage in any development
activities and force us to incur expenses that we had not planned on
spending.

We May Need to Raise Substantial Funding in Order to
Carry Out Our Activities.

Generally,
the acquisition, exploration and development of a mining property requires
substantial financial obligations. The Company may be required in the future to
raise substantial funds to maintain its existing property interest, and acquire,
explore, and if warranted, develop mineral properties. In addition, in the event
it is determined that any of our properties contain a commercially mineable
mineral deposit, of which there can be no assurance, it is anticipated that the
Company would require substantial funds to place such property into production.
However, there can be no assurance we would be able to raise the necessary funds
on acceptable terms, or at all. If we are unable to raise these funds, investors
could lose their investment. If we are able to raise these funds, it is likely
that investors will experience dilution of their interests, which could result
in a decrease in the value of their Shares. Reference is made to Item 4.
Information on the Company. D. Property, Plants and Equipment and Item
5. Operating and Financial Review and Prospects. F. Tabular Disclosure of
Contractual Obligations.

10

---

Lack of Revenue Producing Operations.

Since inception, the Company has not generated any revenues from mining
operations. Accordingly, the Companys business operations are subject to all of
the risks inherent in companies without cash flow or earnings. The future
earnings, if any, and cash flow, if any, from operations of the Company are
dependent, in part, on its ability to locate properties containing commercially
mineable mineral deposits, of which there can be no assurance.

Because We Have Terminated our Options on the North Rae
and Daniel Lake Uranium Prospects in Quebec, and let our Option Lapse on the
Picachos Project, Our only Mining Interest is our Recently Acquired Right to
Explore the Quang Tri Copper Property in Vietnam.

In
July 2009 the Company terminated its options from Azimut Exploration (AZIMUT)
to acquire a 65% interest in the North Rae and Daniel Lake uranium prospects in
Quebec. Since 2007 the Company has devoted most of its time and resources on the
acquisition and exploration of these properties. During the third quarter of
2009 Management did not believe that spending $2,000,000 on exploration of the
Picachos Project in Mexico, so it let its option lapse, writing off the mineral
property and deferred exploration costs of the property. At this time, the
Companys only mining interest is its recently acquired right to explore the
Quang Tri Copper Property in Vietnam.

We Have Not Adopted a Code of Ethics Which May Increase
the Possibility of the Companys Executive Officers and Directors Engaging in
Activities that are not in the Best Interests of the Company or its
Shareholders.

SEC
  rules requires disclosure of whether the Company has adopted a Code of Ethics.
  Code of Ethics means written standards that are reasonably designed to deter
  wrongdoing and promote (i) honest and ethical conduct, including the ethical
  handling of actual or apparent conflicts of interest between personal and professional
  relationships, (ii) full, fair, accurate, timely and understandable disclosure
  in reports the Company files with, or submits to, the SEC, and in other public
  communications made by the Company, (iii) compliance with applicable governmental
  laws, rules, and regulations, (iv) the prompt internal reporting of violations
  of the Code to the appropriate persons identified in the Code, and (v) accountability
  for adherence to the Code. The Companys failure to adopt a Code of Ethics
  makes it less likely that the activities the Code are designed to promote will
  occur, resulting in harm to the Company and its shareholders.

The Value of Any Mineral Properties We May Acquire in the
Future is Dependent

11

---

Upon Commodity Prices Which Can Fluctuate
Widely.

The
price of our Shares, our financial results and exploration, development and
mining activities may in the future be significantly adversely affected by
declines in the price of uranium, gold, copper, or other minerals.Gold,
uranium, copper, and other mineral prices fluctuate, like many resource
commodities, and are affected by numerous factors beyond the Companys control
such as the sale or purchase of such commodities by various central banks and
financial institutions, interest rates, exchange rates, inflation or deflation,
fluctuation in the value of the United States dollar and foreign currencies,
global and regional supply and demand, and the political and economic conditions
of major gold, uranium, copper or other mineral-producing countries throughout
the world. Although the prices of gold, copper or other minerals have increased
in recent years, future price declines could cause continued development of and
commercial production to be impracticable. Depending on the price of gold,
copper, uranium or other minerals, cash flow from mining operations may not be
sufficient and the Company could be forced to discontinue production and may
lose its interest in, or may be forced to sell, some of its properties that it
may acquire in the future. Future production from mining properties is dependent
on gold and uranium or other mineral prices that are adequate to make these
properties economic.

In
addition to adversely affecting reserve estimates and a companys financial
condition, declining commodity prices can impact operations by requiring a
reassessment of the feasibility of a particular project. Such a reassessment may
be the result of a management decision or may be required under financing
arrangements related to a particular project. Even if the project is ultimately
determined to be economically viable, the need to conduct such a reassessment
may cause substantial delays or may interrupt operations until the reassessment
can be completed.

Mining Exploration and Development Has Substantial
Regulation.

All
of our current activities are devoted towards the investigation of acquiring
mining properties in the future, of which there can be no assurance. In the
event we acquire interests in mining properties, there can be no assurance that
we will discover any precious or base metals, establish the feasibility of
mining a deposit, or, if warranted, develop a property to production and
maintain production activities, either alone or as a joint venture participant.
Furthermore, there can be no assurance that we would be able to sell either the
deposit or the Company on acceptable terms. Mining operations in Canada are
subject to federal, provincial and local laws relating to the protection of the
environment, including laws regulating the removal of natural resources from the
ground and the discharge of materials into the environment. Mining operations
are also subject to federal, provincial and local laws which seek to maintain
health and safety standards by regulating the design and use of mining methods
and equipment. Various permits from government bodies are required for mining operations to be
conducted; no assurance can be given that such permits will be received. No
assurance can be given that environmental standards imposed by federal,
provincial or local authorities will not be changed with resulting material
adverse effects on the Company's activities. Moreover, compliance with such laws
may cause substantial delays and require capital outlays in excess of those
anticipated, thus causing an adverse effect on the Company. Additionally, the
Company may be liable for pollution or other environmental damage which it may
elect not to insure against due to prohibitive premium costs and other
reasons.

12

---

Risks related to the Companys Foreign Investments and
Operations.

The
Company is currently devoting most of its activities towards investigating the
possibility of acquiring mining interests in Vietnam and it has recently been
granted the right to explore the Quang Tri Copper Property located in Central
Vietnam. The Companys mining investments in Vietnam will be subject to the
risks normally associated with the conduct of business in foreign countries. The
occurrence of one or more of these risks could have a material and adverse
effect on the Companys earnings or the viability of its affected foreign
operations, which could have a material and adverse effect on the Companys
future cash flows, results of operations and financial condition.

Risks
may include, among others, labor disputes, invalidation of governmental orders
and permits, corruption, uncertain political and economic environments, war,
civil disturbances and terrorist actions, arbitrary changes in laws or policies
of particular countries, foreign taxation, delays in obtaining or the inability
to obtain necessary governmental permits, opposition to mining from
environmental or other nongovernmental organizations, limitations on foreign
ownership, limitations on the repatriation of earnings, limitations on gold
exports and increased financing costs. These risks may limit or disrupt the
Companys projects, restrict the movement of funds or result in the deprivation
of contract rights or the taking of property by nationalization or expropriation
without fair compensation.

13

---

There is a Risk that we will be Unable to Compete for
Mineral Properties, Investment Funds and Technical Expertise.

Significant
and increasing competition exists for the limited number of gold, uranium, and
other precious metal acquisition opportunities available in North, South and
Central America and elsewhere in the world. As a result of this competition,
some of which is with large, established mining companies with substantially
greater financial and technical resources than us, we may be unable to acquire
additional attractive precious metal mining properties on terms we consider
acceptable. Moreover, this competition makes it more difficult for us to attract
and retain mining experts, and to secure financing for our operations.
Accordingly, there can be no assurance that our exploration and acquisition
programs will be successful or result in any commercial mining operation.

We Have Limited Insurance; We Will Not be Able to Insure
Against All Possible Risks.

The
Companys business is subject to a number of risks and hazards generally,
including adverse environmental conditions, industrial accidents, labor
disputes, unusual or unexpected geological conditions, ground or slope failures,
cave-ins, changes in the regulatory environment and natural phenomena such as
inclement weather conditions, floods and earthquakes. Such occurrences could
result in damage to mineral properties or production facilities, personal injury
or death, environmental damage to the Companys properties or the properties of
others, delays, monetary losses and possible legal liability. Although the
Company intends to obtain insurance to protect against certain risks in such
amounts as it considers to be reasonable, it does not have any insurance at the
present time other Directors and Officers Liability. If and when insurance is
obtained, of which there can be no assurance, the insurance will not cover all
the potential risks associated with a mining companys operations. Moreover, the
Company may also be unable to maintain insurance to cover these risks at
economically feasible premiums. Insurance coverage may not continue to be
available or may not be adequate to cover any resulting liability. Moreover,
insurance against risks such as environmental pollution or other hazards as a
result of exploration and production is not generally available to the Company
or to other companies in the mining industry on acceptable terms. The Company
might also become subject to liability for pollution or other hazards which may
not be insured against or which the Company may elect not to insure against
because of premium costs or other reasons. Losses from these events may cause
the Company to incur significant costs that could have a material adverse effect
upon its financial performance and results of operations. Should a catastrophic
event arise, investors could lose their entire investment.

If We are Unable to Maintain the Infrastructure for Our
Exploration Activities, We Could be Adversely
Affected.

14

---

Our
exploration activities depend, to one degree or another, on adequate
infrastructure. Reliable roads, bridges, power sources and water supply are
important factors which affect capital and operating costs. Unusual or
infrequent weather phenomena, sabotage, government or other interference in the
maintenance or provision of such infrastructure could adversely affect the
Companys exploration activities and its financial condition.

Management May Be Subject to Conflicts of Interest Due to
Affiliations with Other Resource Companies.

Because
some of our directors and officers serve as officers and/or directors of other
resource exploration companies which are themselves engaged in the search for
additional opportunities, situations may arise where these persons are presented
with, or identify, resource exploration opportunities that may be or perceived
to be in competition with us for exploration opportunities. Since all of our
officers and directors have a financial interest in other resource issuers to
which they owe a fiduciary duty, it is likely our management may never be
financially disinterested in such potential conflict of interest situations. It
is likely that these other companies will be in competition with us for
properties, funds, and personnel. Although it is anticipated that such potential
conflicts will be dealt with in accordance with corporate and common law of the
Province of Ontario, there can be no assurance any conflicts will be dealt with
in a way that is best for the Company.

Although
directors are required to declare and refrain from voting on any matter in which
such directors may have a conflict of interest in accordance with the procedures
set forth in the Business Corporations Act (Ontario) and other applicable
laws, this could result in a situation where it will be difficult to have a
totally disinterested board of directors deciding on a matter.

The Executive in Charge of Our Administrative Affairs
does not Work Full-Time For Us

Effective
July 31, 2008, Marek Kreczmer, our Chief Executive Officer, President, and
Chairman of the Board of Directors, and Mr. William Thomas, the Companys Chief
Financial Officer resigned their positions with the Company. In June 2008 John
Lynch, a director of the Company, was appointed its President and Chief
Executive Officer, and in July 2008 Raphael Danon was appointed its Chief
Financial Officer. Mr. Danon, who is responsible for overseeing most of the
Companys administrative affairs, does not work full-time for the Company,
spending approximately 65% of his time on the Companys affairs.

15

---

The
lack of full-time management could adversely affect the Company. The Company has
an interest in a mining property in Canada and is actively attempting to acquire
interests in mining prospects in Vietnam. Additionally, the Company is a public
company, subject to the reporting obligations of two jurisdictions  Canada and
the United States. Recent changes in Canadian legislation, along with the
changes in the United States, resulting from the Sarbanes-Oxley Act of 2002,
have greatly increased the amount of time senior management must spend on
corporate governance issues, as well as other issues. Because he is not a
full-time employee, Mr. Danon may be unable to devote the necessary time to the
Companys affairs.

Our Senior Management does not have Extensive Mining
Backgrounds.

Neither
Mr. Lynch nor Mr. Danon have extensive mining backgrounds.

To
provide it with advice on mining matters for any properties it may acquire, the
Company intends to hire technical mining consultants. However, in the event the
Company is unable to hire experienced mining consultants, the Companys ability
to pursue its business plan as a mining exploration company could be adversely
affected.

It
may be necessary for the Company to raise substantial funds, over the near and
long term, to maintain existing property interests, acquire, explore, and if
warranted, develop mineral properties. The absence of management experienced in
mining could make it more difficult to raise the required funds, as investors
may be reluctant to invest in such a company.

We May Not Have Enough Shares Available Under Our Stock
Option Plan to Attract High Quality Employees

Under
our stock option plan we are allowed to grant options for up to ten percent of
our outstanding Shares. At July 15, 2009 the Company had 126,131,342 Shares
outstanding Shares; accordingly, we were allowed to issue options to acquire
12,613,134 Shares. At July 15, 2009 the Company had options to acquire
12,000,000 Shares outstanding, leaving only 613,134 Shares available for stock
option grants. Generally, for companies the size of and stage of development as
the Company, stock options are a very important part of executives and key
employees compensation packages. If the Company is unable to offer adequate
stock options to potential employees, it may be difficult to attract high
quality employees, thereby adversely affecting the Company.

16

---

Our Management May Not Be Subject to U.S. Legal
Process.

The
enforcement by investors of civil liabilities under the United States federal
securities laws may be adversely affected by the fact that all of our officers
and directors are neither citizens nor residents of the United States. There
can be no assurance that (a) U.S. stockholders will be able to effect service of
process within the United States upon such persons, (b) U.S. stockholders will
be able to enforce, in United States courts, judgments against such persons
obtained in such courts predicated upon the civil liability provisions of United
States federal securities laws, (c) appropriate foreign courts would enforce
judgments of United States courts obtained in actions against such persons
predicated upon the civil liability provisions of the federal securities laws,
and (d) the appropriate foreign courts would enforce, in original actions,
liabilities against such persons predicated solely upon the United States
federal securities laws.

Prices for Uranium and Precious Metals such as Gold are
Volatile and Could Decline.

Historically,
gold prices have fluctuated, so that there is no assurance, even if substantial
quantities of gold are discovered, that we can make a profit. The prices of gold
and uranium fluctuate on a daily basis and have experienced volatile and
significant price movements over short periods of time. Prices are affected by
numerous factors beyond our control, including international economic and
political trends, expectations of inflation, currency exchange fluctuations
(specifically, the U.S. dollar relative to other currencies), interest rates,
central bank transactions, world supply for precious and base metals,
international investments, monetary systems, and global or regional consumption
patterns (such as the development of gold coin programs), speculative activities
and increased worldwide production due to improved mining and production
methods. The effect of these factors cannot be accurately predicted, and the
combination of these factors may result in us not receiving adequate returns on
invested capital or the investments retaining their respective values. There is
no assurance that the price of gold or uranium will be high enough so that our
properties, assuming that we ever discover substantial quantities of ore, could
be mined at a profit.

Our Stock will be a Penny Stock which Imposes Significant
Restrictions on Broker-Dealers Recommending the Stock For Purchase.

The Securities and Exchange Commission (SEC) has adopted regulations that define
"penny stock" to include common stock that has a market price of less than $5.00
per share, subject to certain exceptions. These rules include the following
requirements: broker-dealers must deliver, prior to thetransaction, a disclosure schedule prepared by the SEC relating to the
penny stock market; broker-dealers must disclose the commissions payable to the
broker-dealer and its registered representative; broker-dealers must disclose
current quotations for the securities; if a broker-dealer is the sole
market-maker, the broker-dealer must disclose this fact and the broker-dealers
presumed control over the market; and a broker-dealer must furnish itscustomers with monthly statements disclosing recent price information
for all penny stocks held in the customers account and information on the
limited market in penny stocks. Additional sales practice requirements are imposed on broker-dealers who sell penny
stocks to persons other than established customers and accredited investors. For
these types of transactions, the broker-dealer must make a special suitability
determination for the purchaser and must have received the purchasers written
consent to the transaction prior to sale. If our Shares become subject to these
penny stock rules these disclosure requirements may have the effect of reducing
the level of trading activity in the secondary market for the Shares, if such
trading market should ever develop, of which there can be no assurance.
Accordingly, this may result in a lack of liquidity in the Shares and you may be
unable to sell your Shares on terms you consider reasonable.

17

---

Our Stock Price Could be Volatile.

The
market price of our Shares, like that of the common shares of many other natural
resource companies, has been and is likely to remain highly volatile. Results of
exploration activities, the price of gold, copper, uranium, and other precious
metals, period-to-period fluctuations in our operating results, changes in
estimates of the Company's performance by securities analysts, market conditions
for shares of natural resource companies in general, and other factors beyond
the control of the Company, could have a significant, adverse impact on the
market price of the Shares.

We Do Not Plan to Pay Any Dividends in the Foreseeable
Future.

The
Company has never paid a dividend and it is unlikely that the Company will
declare or pay a dividend until warranted based upon the factors outlined below.
The declaration, amount and date of distribution of any dividends in the future
will be decided by the Board of Directors from time-to-time, based upon, and
subject to, the Companys earnings, financial requirements and other conditions
prevailing at the time.

Future Sales of Common Shares by Existing
Shareholders.

Sales
of a large number of our Shares in the public markets, or the potential for such
sales, could decrease the trading price of the Shares and could impair the
Companys ability to raise capital through future sales of Shares. The Company
has previously issued Shares at an effective price per share which is lower than
the effective price of the Shares in the Companys public offering of its Shares
completed in February 2004. Accordingly, certain shareholders of the Company
have an investment profit in the Shares that they may seek to liquidate.

Item 4. Information on the Company.

***A.
History and Development of the Company.***

18

---

The
Company was incorporated under the laws of the Province of Ontario, Canada on
September 26, 2003 under the name Northwestern Mineral Ventures Inc. On August
3, 2007 it changed its name to NWT Uranium Corp.

The
principal business office and registered and records office of the Company are
located at 70 York Street, Suite 1102, Ontario, M5J 1S9 Canada. Its telephone
number is (416) 504-3978. The Company does not have an agent in the United
States.

***B.
Business Overview**.**

See
Glossary on pages 44-47 for terms used throughout this Annual Report.

Forward-Looking Statements

Safe
Harbor Statement under the United States Private Securities Litigation Reform
Act of 1995: Except for the statements of historical fact contained herein,
the information presented constitutes forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Often, but not
always, forward-looking statements can be identified by the use of words such as
plans, expects, budget, scheduled, estimates, forecasts, intends,
anticipates, believes, or variation of such words and phrases that refer to
certain actions, events or results to be taken, occur or achieved.
Forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of
the Company to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. Such
factors include, among others, the actual results of exploration activities, the
estimation or realization of mineral reserves and resources, capital
expenditures, costs and timing of the development of new deposits, requirements
for additional capital, future prices of gold or uranium, possible variations in
ore grade or recovery rates, failure of plant, equipment or processes to operate
as anticipated, accidents, labor disputes and other risks of the mining
industry, delays in obtaining governmental approvals, permits or financing or in
the completion of development or construction activities, currency fluctuations,
title disputes or claims limitations on insurance coverage and the timing and
possible outcome of pending litigation, as well as those factors discussed under
Item 3 in the section entitled Risk Factors. Although the Company has
attempted to identify important factors that could cause actual actions, events
or results to differ materially from those described in forward-looking
statements, there may be other factors that cause actions, events or results not
to be as anticipated, estimated or intended. There can be no assurance that such
statements will prove to be accurate as actual results and future events could
differ materially from those anticipated in such statements. Accordingly,
readers should not place undue reliance on forward-looking statements.

19

---

General

The
Company was founded on September 26, 2003 to explore for precious and base
metals and uranium. The Company is not engaged in any mining operations, and
there can be no assurance it will ever engage in mining operations. At the
present time, its only interests are (i) a 35.13% of interest in Niger Uranium
Limited, a corporation with interests in eight uranium prospects in the Republic
of Niger, Africa, (ii) 9.39% interest in Azimut Exploration Inc., and (iii)
ownership of 7,500,000 common shares of NWM Mining Corp. (NWM), a Canadian
company with interests in Mexico. The Company did not incurred the required
exploration expenditures to maintain its option on the Picachos Project in
Mexico, so its option was terminated and the Company wrote off its entire
interest in the property

In
addition, in December 2008 the Company entered into an agreement with Chroma
International, pursuant to which Chroma was to provide the Company with
consulting services in the discovery, acquisition of rights, and the
exploitation of mineral resource properties in Vietnam. On February 16, 2010 the
Company announced that it had been granted approval the Peoples Committee of
Quang Tri Province to conduct a preliminary survey and exploration work on the
highly prospective Quang Tri Copper Property located in Central Vietnam.

Last
year, on July 5, 2008 the Company entered into an agreement with Azimut
Exploration Inc. (Azimut) to terminate its options on the North Rae and Daniel
Lake properties in exchange for Azimut agreeing to pay it $4,000,000 and issuing
the Company 1,100,000 of Azimuts common shares by October 3, 2008. These
deadlines were subsequently extended to December 31, 2008. However, Azimut did
not fulfill these conditions and the termination agreement expired. Accordingly,
the Companys options on the North Rae and Daniel Lake properties remained in
effect. However, on or about July 27, 2009, pursuant to an agreement dated July
9, 2009, the Company terminated its options on the North Rae and Daniel Lake
properties in exchange for Azimut issuing the Company 1,800,000 of its common
shares; the Azimut shares are subject to a nine month holding period. During
this nine month period the Company has the preemptive right to participate in
any private placements of Azimuts shares, in order to enable the Company to
maintain its proportionate equity interest of 9.4% of Azimuts outstanding
shares. In addition, Azimut agreed to pay the Company $1,000,000 upon the
earlier of (i) the commencement of full commercial production of uranium from
the North Lake and Daniel Lake properties, or (ii) Azimut concluding an outright
sale of all or portion of its interests in the North Rae and Daniel Lake
properties to a third party. Reference is made to Item 4. Property, Plants
and Equipment. for a description of the Companys interests in the North
Rae and Daniel Lake properties and the termination agreement of these
options.

20

---

In
December 2007 the Company had received notices of default from Azimut
Exploration Inc. (Azimut) regarding the North Rae and Daniel Lake properties
the Company has optioned from Azimut. Azimut claimed in the notices that the
Company had defaulted in its obligations to conduct exploration of these
properties. The Company denied that it was in default, and provided Azimut of
evidence of the work it had conducted on the properties. On February 12, 2008
the Company announced that Azimut had accepted that the defaults had been cured
and that the Companys options were in good standing.

In
July 2007 the Company entered into an agreement with UraMin Inc. (UraMin) to
explore for and develop, if warranted, eight uranium properties in Niger.
Pursuant to the agreement a new corporation was formed named Niger Uranium
Limited (Niger Uranium). Niger Uranium is incorporated under the laws of the
British Virgin Islands.

Under
  the terms of the agreement with UraMin, the Company contributed to Niger Uranium,
  its two uranium prospects, the Irhazer and In Gall concessions, while UraMin
  contributed six properties. The Company received (i) a 50% equity interest in
  Niger Uranium, (ii) a cash payment of $4,800,000 from UraMin, and (iii) a 3%
  net smelter royalty on the production of uranium and any other ores and/or minerals
  produced from the Companys Irhazer and In Gall concessions. In addition
  to contributing six potential uranium properties to Niger Uranium, UraMin contributed
  $15,000,000 U.S. to Niger Uranium to receive a 50% interest. UraMin retained
  a 3% net smelter royalty on the production of uranium and any other ores and/or
  minerals produced from the six properties it contributed to Niger Uranium. Reference
  is made to Item 4. Information on the Company. D.Property,
  Plants and Equipment.B. Interest In Niger Uranium Limited.

In
December 2007 the Company announced that it had entered into an agreement with
Nu-Mex Uranium Corp. (Nu-Mex) pursuant to which Nu-Mex would acquire 100% of
the Companys outstanding shares. The acquisition was to be completed pursuant
to a court-approved plan of arrangement whereby each of the Companys
outstanding Shares would be exchanged for 0.40 of the Nu-Mexs common shares.
However, on February 13, 2008 the Company announced that as a result of market
conditions it and Nu-Mex agreed that the proposed transaction would not go
forward.

On
June 2, 2008, the Company announced the resignations of Marek Kreczmer, Chief
Executive Officer, President, and Chairman of the Board of Directors, and Mr.
William Thomas, the Companys Chief Financial Officer. On June 16, 2008, the
Company announced that John Lynch, a director of the Company, had been appointed
its President and Chief Executive Officer. In July 2008 the Company announced
the appointment of Raphael Danon as its Chief Financial Officer. Messrs.
Kreczmer and Thomas were the Companys only full-time employees; Messrs.
Lynch and Danon do not work full-time for the Company, spending approximately
95% and 65 %, respectively, of their time on the Companys affairs. Mr. Kreczmer
resignations as the Companys Chief Executive Officer, President, and Chairman
of the Board of Directors became effective on July 31, 2008.

21

---

There
can be no assurance that a commercially mineable mineral deposit exists on any
of the Companys properties.

Agreement with Chroma International

In
December 2008 the Company entered into an agreement with Chroma International
(Chroma) pursuant to which Chroma would provide the Company with consulting
services in the discovery, acquisition, and exploitation of mineral resources
properties in Vietnam.

Under
the terms of the agreement the Company was required to pay Chroma a total of
U.S. $980,000, payable in a lump sum, at the beginning of the contract, which
amount has been paid.

The
agreement with Chroma is for one year, to be renewed automatically. The
compensation for subsequent years will be negotiated at such time.

Description of Mining Industry

Although
currently we have no interests in any mining properties, we are looking to
acquire property interests in Vietnam. Mineral exploration is highly
speculative. It involves the exploration for base and precious metals and other
mineral resources. Ore is rock containing particles of a particular mineral (and
possibly other minerals which can be recovered and sold), which rock can be
legally extracted, and then processed to recover the minerals which can be sold
at a profit. Although mineral exploration is a time consuming and expensive
process with no assurance of success, the process is straight forward. First, we
acquire the rights to enable us to explore for, and if warranted, extract and
remove ore so that it can be refined and sold on the open market to dealers.
Second, we explore for precious and base metals by examining the soil, rocks on
the surface, and by drilling into the ground to retrieve underground rock
samples, which can then be analyzed. This work is undertaken in staged programs,
with each successive stage built upon the information gained in prior stages. If
exploration programs discover what appears to be an area which may be able to be
profitably mined, we will focus our activities on determining whether that is
feasible, while at the same time continuing the exploratory activities to
further delineate the location and size of this potential ore body.

22

---

Things that will be analyzed by us in making a determination of
whether we have a deposit which can be feasibly mined at a profit include:

| | 1.  | The amount of mineralization which has been established,
      and the likelihood of increasing the size of the mineralized deposit
      through additional drilling;                                                                                                                                                                                                                                                                                                                                       
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | 2.  | The expected mining dilution;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | 3.  | The expected recovery rates in processing;                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | 4.  | The cost of mining the deposit;                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | 5.  | The cost of processing the ore to separate the gold,
      uranium, or other minerals or metals from the host rocks, including
      refining the precious or base metals;                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | 6.  | The costs to construct, maintain, and operate mining and
      processing activities;                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | 7.  | Other costs associated with operations including permit
      and reclamation costs upon cessation of operations;                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | 8.  | The costs of capital;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | 9.  | The costs involved in acquiring and maintaining the
      property; and                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | 10. | The price of the precious or base minerals. For example,
      the price of one ounce of gold for the years 2001-2008 ranged from a low
      of $271 U.S. in 2001, to a high of $1,011.25 U.S. in 2008. At July 6,
      2009, the price of gold was $924.50 U.S. per ounce1. The price
      of one pound of uranium for the years 2001-2008 ranged from a low of $7.25
      U.S. in 2001, to a high of $136.00 U.S. in 2007. At June 26, 2009, the
      spot price of uranium was $52.00 U.S. per pound.

Our
analysis will rely upon the estimates and plans of geologists mining engineers,
metallurgists and others.

__________________________________1 Based upon
the Average Spot Price of Gold, London PM fix.

23

---

If
we determine that we have a feasible mining project, we will consider pursuing
alternative courses of action, including:

- seeking to sell the deposit or the Company to third parties;
- entering into a joint venture with larger mining company to mine the
  deposit; or
- placing the property into production ourselves.

There
can be no assurance, that we will discover any precious or base metals,
establish the feasibility of mining a deposit, or, if warranted, develop a
property to production and maintain production activities, either alone or as a
joint venture participant. Furthermore, there can be no assurance that we would
be able to sell either the deposit or the Company on acceptable terms, or at
all, enter into such a joint venture on acceptable terms, or be able to place a
property into production ourselves. If we do enter actual mining operations,
which is unlikely in the near future, our operations will be subject to various
factors and risks generally affecting the mining industry, many of which are
beyond our control. These include the price of precious or base metals
declining, the possibility that a change in laws respecting the environment
could make operations unfeasible, or our ability to conduct mining operations
could be adversely affected by government regulation. Reference is made to
Item. 3. Key Information. D. Risk Factors.

Regulation of Mining Industry

Canada

The
Company in no longer directly involved in exploration activities in Canada.
However, it has a9.39% interest in Azimut Exploration Inc., a
corporation with uranium prospects in Quebec.

Although
each province of Canada has its own regulations for the mining industry,
generally the following is true. Prior to commencing any exploration activities
in Canada, and depending on the provincial jurisdiction, the Company or the
party intending to carry out a work program on a mineral property may be
required to apply to the appropriate local government agencies for a number of
permits or licenses related to mineral exploration activities. These permits or
licenses may include water and surface use permits, occupation permits, fire
permits, and timber permits. Prior to being issued the various permits or
licenses, the applicant may have to file a detailed work plan with the
applicable government agency. Permits are issued on the basis of the work plan
submitted and approved by the governing agency. Additional work on a given
mineral property or a significant change in the nature of the work to be
completed would require an amendment to the original permit or license.

24

---

As
part of the permit or licensing requirements, in the event a company will be
placing a production and operating a mine, the applicant may be required to post
an environmental reclamation bond in respect of the work to be carried out on
the mineral property. The amount of such bond is determined by the amount and
nature of the work proposed by the applicant. The amount of a bond may also be
increased with increased levels of development on the property.

Republic of Niger

The
Company in no longer directly involved in exploration activities in the Republic
of Niger. However, it has a35.13% interest in Niger Uranium Limited, a
corporation with eight uranium prospects in the Republic of Niger.

There
are four types of licenses available for companies and individuals interested in
exploration and development of mineral resources. A Prospecting Authorization
gives the holder the right to search for one or a number of minerals. It is
non-exclusive and confers to the holder any rights to an exclusive exploration
permit within the limits and time validity of the Authorization.

Prospecting
Authorizations are valid for one year, renewable indefinitely for one year
periods. Only surface prospecting is permitted, including remote sensing
techniques. The objective of the prospecting program must be stated in the
application, although there are no fee or land holding requirements.

An
Exploration Permit is valid for three-years, renewable for two further
three-year periods subject to certain land holding reduction criteria and field
works. The area held under a permit cannot exceed 500 square kilometers in a
rectangular block.

An
Exploration Permit confers to the holder the right to dispose of any minerals
obtained during exploration and test work, and also confers the right to a
Mining Permit if a viable reserve is discovered. Applications must stipulate the
minerals sought (additional minerals can be included later), and a time and
expenditure schedule. A variable fee is tied to the permit, and holders are
required to submit progress reports to the Government on their activities.

A
Mining Permit will be granted in the case of successful exploration, subject to
the right of the Government to participate in the project. A small mine permit
is valid for five years, renewable three times for five-year periods, while a
large mine permit lasts for 20 years initially, renewable two times per period
of ten years. Further extensions are possible if commercial reserves remain.

Companies
applying for Mining Permits must conform to Nigerien Company law. The Government
requires an initial 10% share in the mining project, free of all costs, which can be later increased to a maximum of 30% through share
purchases. Minimal annual fees are applicable and varies on the size of the
property.

25

---

The
fourth type of license is the Authorization for Small-Scale Mining, and it
concerns artisanal level of production.

The
Government of Niger has stated that it welcomes overseas private investment as a
key to relaunching its national economy, and its mining code contains a number
of incentives for potential investors. These include income tax holidays and
many exemptions (customs duty exemption, exemption in some cases from
value-added tax, the right to remit dividends freely) equal opportunities for
overseas and national investors, and guaranteed freedom from nationalization or
expropriation.

Mining
companies are subject to a number of fees and taxes:

Annual
area fees are related to the licenses except to the prospecting authorization.

Mining
royalties are payable at a rate of 5.5% of the final selling price of the
mineral commodity produced. Royalties are, however, deductible from income tax,
which is levied at a rate of 35% after the deduction of operating and production
costs. Small mines enjoy a two-year income tax holiday, while for large mines
this period extends to five years from the start of commercial production.
Dividends distributed to shareholders attract a 16% capital gains tax. Other
charges include stamp duty, public notary fees, value added tax and social
security contributions for employees.

Customs
duties are not charged on equipment imported for use for direct mining
operations, or temporarily for exploration programs. Mineral products may be
exported free of duty.

Niger
uses the CFA francs, which is tied to the Euro and is fully convertible (1 Euro
=656 Fcfa.) Foreign exchange regulations are very liberal, although with
the requirement that overseas transactions must be authorized by the Ministry of
Finance and made through a registered bank.

C.Organizational Structure.

The
Company has one subsidiary, Northwest Mineral Mexico S.A. de C.V.

D.
Property, Plants and Equipment.

Interest in Niger Uranium Limited

The
Company owns a 35.13% of interest in Niger Uranium Limited, a corporation with
interests in eight uranium prospects in the Republic of Niger, Africa, as well
as interests in other companies.

26

---

History of Companys Investment in Niger Uranium Limited

On
  March 8, 2006 the Company completed the acquisition of two uranium concessions
  in Niger, Africa. These concessions, the In Gall Concession and the Irhazer
  Concession, originally covered a total 4,000 square kilometers. The concessions
  were selected for their favorable geology, exploration potential and strategic
  location  situated in the same stratigraphy as two operating uranium mines
  which together yield almost 10% of worldwide production, according to the International
  Atomic Energy Agency, a division of the United Nations. The Companys objective
  in applying for the uranium concessions in the Republic of Niger was to minimize
  its exploration risk by attempting to diversify the Companys property
  portfolio.

The
Company was required to file a formal concession application with the Ministry
of Mines & Energy, Niger. The work commitments have been negotiated with the
Director of Mines and the application was thereafter referred to the Minister of
Mines & Energy for review. After its approval by the Minister of Mines &
Energy the application was then forwarded to the Ministers Council for formal
approval.

The
concessions were granted to the Company for a period of thirty years. Under the
terms of the concessions, the Company was required to spend a total of $4.4
million U.S. on exploration of the concessions over the next three years, as set
forth below:

|YEAR   | AMOUNT FOR EACH | TOTAL FOR YEAR
|------ | --------------- | --------------
|       | **PROPERTY**    |               
|Year 1 | U.S.$200,000    | U.S.$400,000  
|Year 2 | U.S.$600,000    | U.S.$1,200,000
|Year 3 | U.S.$1,400,000  | U.S.$2,800,000

The
Companys concessions provided it with the right to dispose of any minerals
obtained during exploration and test work, and also conferred on the Company the
right to a mining permit, if a viable reserve is discovered.

The
Government of Niger is automatically granted an initial ten (10%) percent
non-participating interest in the project. In addition, the Government of Niger
can subscribe to a additional maximum twenty (20%) percent interest of the
operating company to be formed to develop the properties. In the event the
Government of Niger does not subscribe for its 20% interest at the time of
incorporation, it will lose its right to subscribe for such interest.

A
Mining Convention signed on March 8, 2006 by the Company and the Government of
Niger guarantees for thirty years the stability of administrative, judicial, fiscal, customs, financial, economic and social conditions
during the duration of the Convention , covering both exploration and
exploitation activities.

27

---

In
July 2007 the Company entered into an agreement with UraMin Inc. (UraMin) to
explore for and develop, if warranted, eight uranium properties in Niger.
Pursuant to the agreement a new corporation was formed named Niger Uranium
Limited (Niger Uranium). Niger Uranium is incorporated under the laws of the
British Virgin Islands.

Under
the terms of the agreement with UraMin the Company contributed to Niger Uranium
its two uranium prospects, the Irhazer and In Gall concessions, while UraMin
contributed six properties. The Company received (i) a 50% equity interest in
Niger Uranium, (ii) a cash payment of $4,800,000 from UraMin, and (iii) a 3% net
smelter royalty on the production of uranium and any other ores and/or minerals
produced from the Companys Irhazer and In Gall concessions. In addition to
contributing six potential uranium properties to Niger Uranium, UraMin
contributed U.S.$15,000,000 to Niger Uranium to receive a 50% interest. The
$4,800,000 was used by the Company to cover Canadian taxes payable upon
transferring its two properties to Niger Uranium. UraMin retained a 3% net
smelter royalty on the production of uranium and any other ores and /or minerals
produced from the six properties it contributed to Niger Uranium.

These
six adjacent concessions contributed by UraMin are situated along the Arlit
fault and are within a range of 45 to 135 kilometers north of the Areva uranium
mine, currently in production. The Arlit fault is believe to be the main
geological structure where the two Areva mines are located.

In
total, Niger Uraniums eight properties cover a total of 1,673,644 acres (6,773
square kilometers).

The
Company and UraMin have the right of first refusal on properties outside of
Niger identified by Niger Uranium.

None
of the properties to be owned by Niger Uranium have a known commercially minable
mineral deposit.

Niger
Uranium has the right to reduce the net smelter royalty due to the Company as
follows:

| | 1. | to 2% of net smelter returns upon payment to the Company
      of $3,000,000 U.S.;             
| | -- | -----------------------------------------------------------------------------------------------
| |    |                                                                                                
| | 2. | to 1% of net smelter returns upon payment to the Company
      of an additional $5,000,000 U.S.

28

---

In
August 22, 2007 Mr. Marek Kreczmer, the Companys President and Chief Executive
Officer at the time, was appointed Niger Uraniums Managing Director and Chief
Executive Officer and to its Board of Directors. On January 5, 2008 Mr. Kreczmer
resigned as Niger Uraniums Chief Executive Officer, and on June 6, 2008 he
resigned from the board of directors. Mr. Ian Stalker, who had been UraMins
CEO, was appointed its Executive Deputy Chairman. Mr. Neil Herbert, UraMins
Finance Director, was appointed to Niger Uraniums board of directors. Mr. Wayne
Beach, a former director of the Company, and Mr. John Lynch, a director of the
Company at the time and recently appointed Chief Executive Officer of the
Company, were appointed non-executive directors of Niger Uranium. Mr. Beach
resigned from Niger Uraniums Board of Directors on February 11, 2009. Mr.
Raphael Danon, the Companys Chief Financial Officer, was appointed a
non-executive director of Niger Uranium in May 2009. However, subsequent to the
Company requesting a special shareholder meeting to vote on (i) the removal of
Niger Uraniums Chairman, David de Jongh Weill and his replacement with Wayne
Isaacs, and (ii) the authorization of Niger Uraniums board to take the
necessary steps to seek the distribution by Kalahari Minerals Plc of not less
than 90% of its shares in Extract Resources Limited, Niger Uraniums board of
directors removed Messrs. Lynch and Danon from its Board of Directors.

Mr.
Marek Kreczmer signed a Service Agreement with Niger Uranium on August 22, 2007
pursuant to which he agreed to serve as Niger Uraniums Chief Executive Officer
for a salary of £1,000 per month. Under the Service Agreement Mr. Kreczmer was
required to work no more than two days per month per quarter. In addition, Mr.
Kreczmer was granted, in his capacity as a director of Niger Uranium, an option
to acquire up to 1,037,400 shares of Niger Uranium, at a price of £0.50 per
share. On January 5, 2008 Mr. Kreczmer resigned his position as Niger Uraniums
Chief Executive Officerand from the board of directors on June 6,
2008.In addition to the stock options granted by Niger Uranium to Mr.
Kreczmer, John Lynch and Wayne Beach were each granted options to purchase
100,000 shares of Niger Uranium, at an exercise price of £0.50 per share.

On
August 1, 2007 the Company announced that Niger Uranium had completed a private
placement raising gross proceeds of $19,000,000 U.S. Niger Uranium issued
19,090,000 shares at a price of 50 pence per share,and paid cash
commissions to its agent, Haywood Securities (UK) Ltd., as well as issuing
1,145,400 broker warrants, entitling the holders to purchase Niger Uraniums
shares, for two years, at a price of 50 pence per share. On September 12, 2007
Niger Uraniums shares commenced trading on the AIM market in London,
England.

At
the conclusion of the private offering of its shares, Niger Uranium had
83,000,000 shares outstanding, with the Company owning 31,955,000 shares (38.5%)
.. In March 2008, Niger Uranium issued 17,000,000 of its shares in
connection with the acquisition of a 17.5% interest in Kalahari Minerals PLC
(Kalahari), an AIM listed corporation with assets in Namibia, diluting the
Companys ownership of Niger Uranium to approximately 32% of Niger Uraniums
100,000,000 outstanding shares.

29

---

In
April 2008 Niger Uranium purchased 4,421,000 ordinary shares of UrAmerica, a
private company with uranium exploration projects in Argentina, Paraguay and
Colombia. This purchase represented 20.89% of total issued shares of UrAmerica.
In connection with this purchase Niger Uranium paid UrAmerica $2,500,000 U.S.
and issued it 4,664,306 of its shares. Niger Uranium also received warrants to
purchase 4,421,000 ordinary shares of UrAmerica at an exercise price of $1.639
per ordinary share. Following this transaction the Company owned 35.13% of Niger
Uraniums 104,664,306 outstanding shares.

On
July 6, 2009 Niger Uranium announced that it had completed a private placement,
selling 4,320,052 shares at a price of 21 pence per share, raising net proceeds
of £911,411 (approximately U.S. $1,500,000). At the conclusion of this offering,
Niger Uranium had 117,504,358 shares outstanding, with the Company owning
39,768,339 shares, approximately 33.8% of Niger Uranium outstanding shares.

Information on Niger Uraniums Properties

Marek Kreczmer, formerly the Companys Chief Executive Officer and
President, had been Niger Uraniums Chief Executive Officer from August 2007 to
his resignation in January 2008. In addition, Mr. Kreczmer resigned from Niger
Uraniums board of directors in June 2008. John Lynch and Raphael Danon had been
members of Niger Uraniums Board of Directors, as non-executive directors.
However, subsequent to the Company requesting a special shareholder meeting to
vote on (i) the removal of Niger Uraniums Chairman, David de Jongh Weill and
his replacement with Wayne Isaacs, and (ii) the authorization of Niger Uraniums
board to take the necessary steps to seek the distribution by Kalahari Minerals
Plc of not less than 90% of its shares in Extract Resources Limited, Niger
Uraniums board of directors removed Messrs. Lynch and Danon from its Board of
Directors. Accordingly, at the present time, the Company does not have
independently verified current information on Niger Uraniums planned
exploration activities, previous exploration activities, geology, results of
recent exploration activities, and related information for Niger Uraniums Niger
properties.

To
the best of the knowledge of Companys management, there is no known
commercially mineable mineral deposit on any of Niger Uraniums uranium
prospects.

30

---

Termination of Companys Options on North Rae and Daniel
Lake Uranium Properties, Northern Quebec, Canada

In
January 2007 the Company entered into two option agreements with Azimut
Exploration Inc. (Azimut) to acquire up to a 65% interest in two uranium
projects in the Ungava Bay region of northern Quebec, Canada  the North Rae
Uranium Project and the Daniel Lake Uranium Project. The North Rae Uranium
Project consists of four blocks representing 1,853 claims with a total area of
204,108 acres. The Daniel Lake Property is contiguous to the North Rae Uranium
Project, consisting of 972 claims covering 108,725 acres.

The
Company fulfilled the conditions for acquiring an initial 50% interest in the
North Rae Uranium Project by (i) making cash payments totaling $210,000 over
five years, (ii) issuing Azimut a total of 150,000 Shares, and (iii) incurring a
total of $2,900,000 in exploration expenditures.

Under
the terms of the Daniel Lake Agreement the Company could have acquired an
initial 50% interest, except for a Yellow Cake royalty, by (i) paying Azimut a
total of $230,000, (ii) issuing Azimut 200,000 shares of its common stock, and
(iii) incurring a minimum of $2,600,000 in exploration expenditures over the
five years ending January 24, 2012.

On
July 5, 2008 the Company entered into an agreement with Azimut to terminate
(July 5, 2008 Termination Agreement) its options on the North Rae Uranium
Project and Daniel Lake Project. The termination of the two option agreements
was conditional upon Azimut (i) paying the Company$4,000,000 by October
3, 2008 (deadline extended to December 31, 2008) and (ii) issuing the Company
1,100,000 of Azimuts common shares. However, Azimut did not fulfill its
obligation under the July 5, 2008 Termination Agreement. Accordingly, the July
5, 2008 Termination Agreement expired and the Companys options on the North Rae
and Daniel Lake properties remained in effect.

However,
on July 8, 2009 the Company entered into another termination agreement with
Azimut pursuant to which the Company terminated its options on the North Rae and
Daniel Lake properties, in exchange for Azimut issuing the Company 1,800,000 of
its common shares; the Azimut shares are subject to a nine month holding period.
During this nine month period the Company has the preemptive right to
participate in any private placements of Azimuts securities, in order to enable
the Company to maintain its proportionate equity interest of 9.4% of Azimuts
outstanding shares. In addition, Azimut agreed to pay the Company $1,000,000
upon the earlier of (i) the commencement of full commercial production of
uranium from the North Lake and Daniel Lake properties, or (ii) Azimut
concluding an outright sale of all or portion of its interests in the North Rae
and Daniel Lake properties to a third party.

31

---

The
Company (i) no longer has any interest in the North Rae and Daniel Lake
properties, and (ii) has no remaining obligations to Azimut regarding the
properties and option agreements.

Prior
to termination of its options, the Company incurred approximately $3,500,000 in
exploration expenditures on the North Rae Project and approximately $546,000
during in exploration expenditures on the Daniel Lake Project.

Relinquished Option on Picachos Project, Mexico

The
Company did not incurred the required exploration expenditures to maintain its
option on the Picachos Project in Mexico, so its option to acquire up to a 70%
interest was terminated and the Company wrote off its entire interest in the
property

Relinquished Option on Waterbury Uranium Project,
Saskatchewan, Canada

Pursuant
to an agreement dated November 9, 2005 with Canalaska Ventures Ltd.
(Canalaska), the Company acquired an option to acquire up to a 75% interest in
the Waterbury Uranium Project, Saskatchewan, Canada (Waterbury Project). The
Waterbury Project covered 12,417 hectares and included nine prospective uranium
claims located in the Althabasca Basin, Saskatchewan, Canada. On November 30,
2007 decided to drop the option and focus on its other properties, paying a
termination fee of $252,358 and writing off $1,639,305.

Cancelled Transaction with Nu-Mex Uranium Corp.

On
November 19, 2007 the Company entered into a letter agreement with Nu-Mex
Uranium Corp. (Nu-Mex) regarding its proposed acquisition by Nu-Mex. The
proposed transaction was subject to (i) Nu-Mex arranging a financing of up to
$25,000,000, with a minimum financing of not less than $10,000,000, such
financing to close concurrently with the closing of its acquisition of the
Company, and (ii) the Company receiving a favourable fairness opinion on the
terms of the acquisition. The proposed transaction was to be completed pursuant
to a statutory plan of arrangement under the Business Corporation Act (Ontario)
under which Nu-Mex would acquire all of the Companys outstanding shares in
exchange for its shares.

Pursuant
to an Arrangement Agreement between the Company and Nu-Mex dated December 20,
2007, Nu-Mex agreed to acquire 100% of the Companys outstanding shares through
a court-approved plan of arrangement, in which each share of the Company was to
be exchanged for 0.40 of a Nu-Mex common share. The proposed transaction was subject to Nu-Mex arranging a financing of at
least $25,000,000 U.S., at a minimum price of $4.00 U.S. per share.
Additionally, it was a requirement of the transaction that Nu-Mexs common
shares be listed on either the Toronto Stock Exchange or the TSX Venture
Exchange.

32

---

On
February 13, 2008 the Company and Nu-Mex announced that they were cancelling the
proposed transaction because of market conditions. Thereafter, the Company and
Nu-Mex signed a termination agreement and granted each other mutual releases
pursuant to which each party released the other from all obligations and
liabilities relating to the proposed transaction.

**************************************

GLOSSARY

Following
is a glossary of terms used throughout this Annual Report.

|Feasibility study          | a detailed report assessing the feasibility, economics
      and engineering of placing a mineral deposit into commercial production.                                                                                                                                                                                                                                
|-------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                           |                                                                                                                                                                                                                                                                                                                                                                      
|Gold deposit               | means a mineral deposit mineralized with gold.                                                                                                                                                                                                                                                                                                                       
|                           |                                                                                                                                                                                                                                                                                                                                                                      
|Net smelter royalty or NSR | a royalty based on the gross proceeds received from the
      sale of minerals less the cost of smelting, refining, freight and other
      related costs.                                                                                                                                                                                                           
|                           |                                                                                                                                                                                                                                                                                                                                                                      
|Ore                        | a naturally occurring rock or material from which
      minerals, such as gold, can be extracted at a profit; a determination of
      whether a mineral deposit contains ore is often made by a feasibility
      study.                                                                                                                                            
|                           |                                                                                                                                                                                                                                                                                                                                                                      
|Ounce or oz.               | a troy ounce or 20 pennyweights or 480 grains or 31.103
      grams.                                                                                                                                                                                                                                                                                                 
|                           |                                                                                                                                                                                                                                                                                                                                                                      
|Prospect                   | an area prospective for economic minerals based on
      geological, geophysical, geochemical and other criteria                                                                                                                                                                                                                                                     
|                           |                                                                                                                                                                                                                                                                                                                                                                      
|Reserve                    | ore - the economically mineable part of a measured or
      indicated resource demonstrated by at least a preliminary feasibility
      study. This study must include adequate information on mining, processing,
      metallurgical, economic, and other relevant factors that demonstrate, at
      the time of reporting, that economic extraction is justified.
|                           |                                                                                                                                                                                                                                                                                                                                                                      
|Stratigraphy               | branch of geology which treats the formation,
      composition, sequence, and correlation of the stratified rocks as part
      of the Earths crust.                                                                                                                                                                                                               

33

---

|Tonne    | metric tonne (2,204.6 pounds).                                       
|-------- | ---------------------------------------------------------------------
|         |                                                                      
|Uranium  | a radioactive, silvery-white,
      metallic element.                
|         |                                                                      
|Vanadium | a gray or white, malleable,
      ductile, polyvant metallic element.

For ease of reference, the following conversion factors are
provided:

1 mile
      = 1.609 kilometers
      2,204 pounds
      = 1 tonne1 yard
      = 0.9144 meter
      2,000 pounds/1 short ton
      = 0.907 tonne1 acre
      = 0.405 hectare
      1 troy ounce
      = 31.103 grams


Item 5. Operating and Financial Review and Prospects.

The
following is a discussion of the results of operations of the Company for the
period commencing on the date of incorporation of the Company (September 26,
2003) and ending March 31, 2009, and should be read in conjunction with the
audited consolidated financial statements of the Company for the period ending
December 31, 2008, and the unaudited interim financial statements for the
Company for the period ending March 31, 2009, such periods, together with the
accompanying notes, are included elsewhere in this Annual Report. All references
herein are to Canadian dollars. Please see Item 3. Key Information. for
exchange rate information for the Canadian dollar.

The
consolidated financial statements have been prepared in accordance with Canadian
generally accepted accounting principles. Reference is made to Note 14 of the
audited consolidated financial statements for a discussion of the material
differences between Canadian and United States generally accepted accounting
principles, and their effect on the Companys financial statements. In addition
to historical information, the following discussion contains forward-looking
statements that involve risk and uncertainties. The Companys actual results
could differ significantly from those anticipated in these forward-looking
statements as a result of certain factors, including those discussed in Risk
Factors and elsewhere in this Annual Report.

34

---

For the year ended December 31, 2007 the Company
restated its financial statements, as described in Note 17 to the Companys
audited financial statements for the year ended December 31, 2008, reported on
by MSCM LLP, Chartered Accountants. Based upon a revaluation of the nature of
the relationship between the Company and Niger Uranium, the Company determined
that it never exerted significant influence over Niger Uranium. As a result of
this determination, Management determined that accounting for the Companys investment in Niger Uranium under
the equity method was not appropriate in 2007. Consequently, the investment was
reclassified as an available-for-sale financial instrument recorded initially at
fair value with changes in fair value reflected through other comprehensive
income until the investment is derecognized or impaired. The effect of this
restatement as at December 31, 2007 and for the year ended December 31, 2007 has
been to increase the carrying value of the investment by $1,084,666, increase
net comprehensive income and accumulated other comprehensive income by $770,112,
and increase future income tax liability by $314,553.

***Overview***

The
Company was incorporated September 26, 2003 to engage in the acquisition,
exploration, and, if warranted, the development of properties containing
precious and base metals and uranium. In particular, the Companys activities
since incorporation have focused on the financing of exploration of the
following projects

|Project                         | Type         | Location                      | Status                      
|------------------------------- | ------------ | ----------------------------- | ----------------------------
|Picachos                        | Copper, Gold | Mexico                        | Dropped                     
|Irhazer and In Gall Concessions | Uranium      | Niger                         | Transferred to Niger Uranium
|Waterbury                       | Uranium      | Saskatchewan,
      Canada    | Dropped                     
|North Rae Uranium               | Uranium      | Quebec, Canada                | Dropped                     
|Daniel Lake                     | Uranium      | Quebec, Canada                | Dropped                     
|Bear                            | Copper, Gold | Northwest Territories, Canada | Dropped                     
|Fire Fly                        | Uranium      | Utah, United
      States     | Dropped                     

On
July 23, 2004 the Company completed a 2 for 1 stock split, pursuant to which
each issued Share of the Company was subdivided into two Shares. On September 6,
2005 the Company completed a second 2 for 1 stock split, pursuant to which each
issued Share of the Company was subdivided into two Shares. Per Share amounts in
this Annual Report have been retroactively adjusted to reflect the stock splits.

***A**.
  Operating Results*

The Company commenced operations
during September 2003. From September 26, 2003 through March 31, 2009,
Management has devoted most of its time and resources towards (i) organizing the
Company, (ii) acquiring various property interests, (iii) evaluating properties
for acquisition, and (iv) conducting initial exploration of some of its
properties. During this time, no revenues from operations were realized.

35

---

The
net loss from operations for the year ended December 31, 2008 was $2,790,811
($0.03 per share) compared to a net income of $11,745,384 ($0.11 per share) in
2007, a decrease of $14,536,195. The comparative decrease related to gain on
disposition of the Irhazer and In Gall projects from the Niger Uranium Limited
(Niger Uranium) transaction in 2007 and the subsequent write down of the
investment in Niger Uranium.

The
net loss from operations for the three months ended March 31, 2009 was $785,984
($0.01 per share) compared to a loss of $460,575 ($0.00 per share) for the
corresponding period in 2008. The increased loss was a result of travel and
consulting fees with respect to its investigation of potential mining prospects
in Vietnam, as well as non-cash stock based compensation.

The
table below shows the costs of exploration incurred by the Company on its
exploration projects.

|                                                        |  | For the three months |   |  |                           |   |  |            |   |  | Cumulative |  
|------------------------------------------------------- |  | -------------------- | - |  | ------------------------- | - |  | ---------- | - |  | ---------- | -
|                                                        |  | ended March 31, 2009 |   |  | Expenditures for the Year |   |  | Since      |  
|                                                        |  | and 2008             |   |  | ended December 31         |   |  | Inception  |  
|Project, Location                                       |  | 2009                 |   |  | 2008                      |   |  | 2008       |   |  | 2007       |  
|                                                        |  |                      |   |  | $                         |   |  |            |   |  | $          |  
|Irhazer and In Gall, Niger *                            |  | --                   |   |  | --                        |   |  | --         |   |  | 550,002    |  
|Pichachos, Mexico                                       |  | 64,688               |   |  | 99,067                    |   |  | 282,695    |   |  | 819,778    |  
|North Rae, Canada                                       |  | 40,825               |   |  | 208,512                   |   |  | 232,189    |   |  | 2,364,812  |  
|Daniel Lake, Canada                                     |  | 40,825               |   |  | 67,744                    |   |  | 142,296    |   |  | 404,590    |  
|Waterbury Project, Canada                               |  |                      |   |  |                           |   |  | --         |   |  | 789,481    |  
|Interest                                                |  | (10,506              | ) |  | (133,862                  | ) |  | (360,077   | ) |  | (690,155   | )
|                                                        |  |                      |   |  |                           |   |  |            |   |  |            |  
|Government rebates, disposals
      and cost recoveries |  | --                   |   |  | --                        |   |  | (1,644,997 | ) |  | (1,446,672 | )
|TOTAL                                                   |  |                      |   |  |                           |   |  | (1,347,894 | ) |  | 2,791,836  |  

*
Irhazer and InGall, Niger: $1,330,497 of exploration costs were written off as
part of the sale of the properties to Niger Uranium Ltd in 2007.

The
Company has funded operations since its incorporation (September 26, 2003)
through the net proceeds of various financings and from the proceeds of the sale
of its interests in uranium prospects in Niger to Niger Uranium.

On
July 23, 2004 the Company completed a 2 for 1 stock split, pursuant to which
each issued Share of the Company was subdivided into two shares. On September 6,
2005, the Company completed an additional 2 for 1 stock split, pursuant to which
each issued share of the Company was again subdivided into two shares. All
references to shares have been reflected post-stock split or post stock splits,
other than what is specifically referenced as pre-stock split or pre-stock
splits, whichever is the case of the specific situation depending on the timing
of the issuance of shares.

36

---

In
November 2003 the Company issued 8,000,000 Special Warrants (2,000,000 Special
Warrants pre-stock splits at a price of $0.10 per Special Warrant), resulting in
gross proceeds of $200,000. Each Special Warrant entitled the holder thereof to
acquire, without additional payment and subject to adjustment pursuant to the
Special Warrant Certificates, one share of common stock (Share). A Prospectus
dated January 9, 2004 qualified the distribution of 8,000,000 Shares (2,000,000
pre-stock splits) issued by the Company, without additional payment, upon the
exercise of the 8,000,000 Special Warrants (2,000,000 Special Warrants pre-stock
splits).

For
the year ended December 31, 2004, the Company raised total gross proceeds of
approximately $2.6 million through various equity financings. On February 26,
2004, the Company raised financing from an initial public offering of $1,500,000
through the issuance of 60,000,000 common shares (15,000,000 shares pre-stock
splits).

During
2004, the Company issued 412,000 flow-through common shares (206,000
flow-through common shares pre-stock split) for gross proceeds of $125,660 (net
proceeds of $114,891).

On
October 15, 2004, the Company completed a private placement financing of 900,000
units (450,000 units pre-stock split at a price of $0.70 per unit) for gross
proceeds of $315,000 (net proceeds of $292,950). Each unit consisted of one
Share and one share purchase warrant exercisable at a price of $0.475 until
April 15, 2006.

On
December 3, 2004, the Company completed a private placement financing of
2,009,000 units (1,004,500 units pre-stock split at a price of $0.65 per unit)
for gross proceeds of $652,925 (net proceeds of $587,633). Each unit consisted
of one Share and one-half of one share purchase warrant. Each whole warrant was
exercisable at a price of $0.475 until June 4, 2006.

On
January 27, 2005, the Company completed a non-brokered private placement of
1,333,334 units (666,667 units pre-stock split at a price of $0.75 per unit) for
gross proceeds of $500,000. Each unit consisted of one share and one share
purchase warrant exercisable at a price of $0.465 until July 27, 2006.

In
October 2005, 455,000 share purchase warrants, at an exercise price of $0.475,
were exercised, resulting in proceeds of $216,125. On December 21, 2005, the
Company completed a private placement of 1,707,665 flow-through shares at a
price of $0.60 per Share receiving gross proceeds of $1,024,599, and 909,091
units at a price of $0.55 per unit, receiving gross proceeds of $500,000. Each
unit consists of one Share and one-half of one share purchase warrant
exercisable at a price of $0.70 per Share until December 21, 2006. The Company
paid a broker a commission of $106,700 and issued broker warrants entitling it to acquire 63,636 units at an exercise
price of $0.55 per unit until December 21, 2006.

37

---

On
May 5, 2006 the Company completed a private placement financing of 21,144,027
units of for gross proceeds of $17,972,423 (net proceeds of $16,538,358). Each
unit (priced at $0.85 per unit) consists of one Share and one half of one share
purchase warrant. Each whole warrant entitles the holder to purchase one
additional Share of the Company at a price of $1.15 until either (i) the May 5,
2008; or (ii) if the common shares of the Company commence trading on either
Tier 1 of the TSX Venture Exchange or the Toronto Stock Exchange prior to the
May 5, 2008, by May 5, 2011.

On
October 15, 2008 the Company completed a non-brokered private placement of
20,000,000 of its Shares, at a price of $0.05 per Share, receiving gross
proceeds of $1,000,000.

***B.
Liquidity and Capital Resources***

At
March 31, 2009 the Company had cash and short-term investments of $6,948,405 and
working capital of $9,380,780 (March 31, 2008 - $12,431,914 and $9,839,503,
respectively). At December 31, 2008 the Company had a cash and short-term
investments of $7,487,226 and working capital of $10,089,574 (2007 - $13,224,013
and $10,340,862, respectively).

The
Company has sufficient funds to complete all planned exploration work programs
for the upcoming year. However the ability of the Company to successfully bring
these mineral properties to production is conditional on its ability to secure
financing when required. The Company proposes to meet additional financing
requirements through equity financing. In light of the continually changing
financial markets, there is no assurance that new funding will be available at
the times required or desired by the Company.

During
  the year ended December 31, 2008, the Companys cash position, including
  short-term investments, decreased by $5,736,787. The Company used $6,091,915
  for its operating activities, $3,312,134 of which was for income taxes payable
  for the year ended December 31, 2007 (as a result of its sale of its interests
  in Niger to Niger Uranium.

The
Company does not have any material commitments for capital expenditures or any
debt instruments outstanding. Other than its exploration commitments and
purchase/option payment commitments described in F. Tabular Disclosure of
Contractual Obligations,the Company does not anticipate having to commit to
undertake any significant capital expenditures in the foreseeable future. The
Company can terminate all option or joint venture agreements requiring minimum
exploration expenses at any time without further financial obligations.

38

---

For
the next twelve months, in the event its options on the North Rae and Daniel
Lake properties are terminated, the Company anticipates that it will require
approximately $2,200,000 to (i) satisfy its exploration/option/purchase payment
obligations for its property interests, and (iii) pay for expenses related to
administration, salaries, and shareholder and public relations activities. The
Company anticipates it will pay for these requirements from its working
capital.

Since
all of its property interests are only at the exploration stage, the Company has
no sources of revenue other than interest earned on its cash. The primary source
of funding for the Company is the issue of equity capital. The Companys capital
requirements in the future will be largely dependant upon the success of its
various exploration programs. Until such time as a feasibility study is
completed and a production decision is made with regard to one of the Companys
properties, it is expected that the only available source of future capital will
be through the issuance of additional equity shares. The availability of equity
capital, and the price at which additional equity could be issued, is dependent
upon the success of the Companys exploration activities, and upon the state of
the capital markets generally. See Item 3. Key Information. D. Risk
Factors.

***C.
Research and development, patents and licenses, etc.***

Since
its incorporation on September 26, 2003 the Company has not engaged in any
research and development activities.

***D**.
  Trend Information.*

Not
Applicable.

***E**.
  Off-Balance Sheet Arrangements.*

The
Company is not engaged in any off-balance sheet arrangements.

***F**.
Tabular Disclosure of Contractual Obligations.*

At
December 31, 2009 the Company had no contractual obligations relating to any
property interests.

39

---

Item 6. Directors, Senior Management and Employees.

***A.
Directors and Senior Management.***

Directors and Officers.
At July 10, 2009 the names, municipalities of residence and principal
occupations of the directors and officers of the Company were as follows:

|NAME& MUNICIPALITY                           | POSITION WITH                                      | PRINCIPALOCCUPATION                                                       | AGE
|-------------------------------------------- | -------------------------------------------------- | ------------------------------------------------------------------------- | ---
|OFRESIDENCE                                  | COMPANY                                            |                                                                           |    
|John P. Lynch Toronto, Ontario
      Canada  | Chief Executive Officer,
      President, Director | Businessman; President,
      Universal Packaging Systems Inc. since 2003 | 48 
|                                             |                                                    |                                                                           |    
|Raphael Danon, Toronto, Ontario
      Canada | Chief Financial Officer                            | Chartered Accountant                                                      | 33 
|                                             |                                                    |                                                                           |    
|Anton Esterhuizen South Africa               | Director                                           | Geologist, Managing Director 
      Pangea Exploration (Pty)             | 57 
|                                             |                                                    |                                                                           |    
|David Subotic Toronto, Ontario               | Director                                           | Chief Executive Officer-Asian
      Coast Development Ltd                 | 35 
|                                             |                                                    |                                                                           |    
|Alex Dementev                                | Chief Geologist                                    | Chief Geologist  NWT Uranium
      Corp.                                 | 49 
|                                             |                                                    |                                                                           |    
|John Zorbas                                  | Managing Director                                  | Relations Manager                                                         | 39 

John P.
Lynch was appointed President and Chief Executive Officer of the Company
on June 16, 2008.Mr. Lynch has a bachelor degree in
Administrative and Commercial Studies from Western University. He is currently
President of Universal Packaging, a packaging company operating throughout North
America. Mr. Lynch estimates he spends approximately 95% of his time on the
Companys affairs.

Raphael
Danonwas appointed Chief Financial Officer on July 29, 2008. Mr. Danon
is a chartered accountant, who received a Bachelors of Administrative Studies,
with a honors degree in accounting from York University. He is also the Interim
Chief Financial Officer, and Vice President of Finance of Asian Coast
Development, a company engaged in the establishment of a golf course resort in
Vietnam. Mr. Danon spends approximately 65% of his time on the Companys
affairs.

Anton
Esterhuizen, M.Sc., B.Sc. (Hons), is an experienced geologist with
extensive experience in Africa. Among his career highlights, he is credited with
the discovery and evaluation of the Xstrata Group's high-grade Rhovan vanadium
deposit in South Africa, the re-evaluation of the Burnstone gold deposit,
also in South Africa, and a number of Tanzanian gold deposits. At present, Mr.
Esterhuizen is Managing Director of Pangea Exploration (Pty) Limited in
Johannesburg and a director of Tanzanian Royalty Exploration Corporation. Mr.
Esterhuizen is a fellow of the Geological Society of South Africa and the first
recipient of the Des Pretorius Memorial Award for outstanding work in economic
geology in Africa. He also received the Dreyer Award from the Society for Mining
Metallurgy and Exploration Inc. (USA) for outstanding achievements in applied
economic geology, one the world's most prestigious awards for
exploration.

40

---

David
Suboticis a former Vice President of Haywood Securities, a
broker-dealer firm specializing in the resource sector. He has also worked as an
investment consultant, most recently as Vice President of Octagon Capital
Corporation, a Canadian firm that provides services to institutional investors,
issuers, and retail investors. He is currently CEO of Asian Coast Development
Ltd., an international resort developer.

Alex
Dementevwas educated in Russia and holds a Masters Degree of Applied
Physics and a Post-Graduate degree in Analytical Chemistry, specializing in the
trace analysis of platinum and gold. His line of work include advanced chemical
analysis, geochemical and geophysical research, and surveys conducted in Russia,
Asia, Canada, and South Africa.

John
Zorbasis managing director of the Company, but does not serve on its
Board of Directors, responsible for overseeing the Companys property interests.
He also served as President of MGM Productions Group Inc., a private business
finance company, as well as a director of ZorCorp Capital Holdings and Starline
Capital Holdings Infrastructure Fund. Mr. Zorbas, who holds an Honors Bachelors
degree in Economics from the University of Toronto, is a founding shareholder of
Asian Coast Development Ltd., a developer of resort and hotel properties in
Southeast Asia.

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - -

Mr.
Marek Kreczmer is the sole members of the Companys Advisory Board.

***B*.
  Compensation**.

The
following table sets forth all annual and long-term compensation for services
rendered in all capacities to the Company for the fiscal years ended December
31, 2008, 2007 and 2006 in respect of the individuals who served as the Chief
Executive Officer and the Chief Financial Officer of the Company (collectively,
the Named Executives). The Company had no other executive officers whose total
salaries, bonuses and other compensation during the fiscal year ended December
31, 2008 exceeded $150,000.

41

---

Summary Compensation Table

|                                                                         |                                                | Annual Compensation           | Long Term Compensation        | All Other Compensation
      ($)                 
|------------------------------------------------------------------------ | ---------------------------------------------- | ----------------------------- | ----------------------------- | -------------------------------------------------
|Name and Principal
      Position                                        | Year
      Ended                               | Salary
      ($)              | Bonus
      ($)               | Other Annual
      Compensation ($)              
|                                                                         |                                                |                               |                               |                                                  
|John P. Lynch, President and Chief Executive
      Officer(1)            | Dec. 31/08 
      Dec. 31/07 
      Dec. 31/06 | Nil 
      Nil 
      N/A     | $40,000 
      Nil 
      N/A | $109,664(2) 
      Nil 
      N/A                
|                                                                         |                                                |                               |                               |                                                  
|Marek J. Kreczmer, former President and Chief
      Executive Officer(5) | Dec. 31/08 
      Dec. 31/07 
      Dec. 31/06 | Nil 
      Nil 
      Nil     | Nil 
      Nil 
      $12,500 | $110,000(2) 
      $202,719(2) 
      $120,833(2)
|                                                                         |                                                |                               |                               |                                                  
|Raphael Y. Danon, Chief Financial Officer(7)                             | Dec. 31/08 
      Dec. 31/07 
      Dec. 31/06 | $32,971 
      N/A 
      N/A | $5,000 
      N/A 
      N/A  | Nil 
      N/A 
      N/A                        
|                                                                         |                                                |                               |                               |                                                  
|William D. Thomas, former Chief Financial
      Officer(8)               | Dec 31/08 
      Dec. 31/07 
      Dec. 31/06  | Nil 
      Nil 
      N/A     | Nil 
      Nil 
      N/A     | $61,495(2) 
      $49,675(2) 
      N/A          

Notes:

(1) Mr. Lynch was appointed President and Chief Executive
Officer of the Company effective June 16, 2008. (2) These amounts represent
consulting fees.(3) Mr. Lynch was a member of the board of directors of
Niger Uranium Limited during 2008. He was awarded stock options from Niger
Uranium Limited as to acquire 150,000 ordinary shares of Niger Uranium.(4)
These options were granted to Mr. Lynch in his capacity as a director of the
Company. (5) Mr. Kreczmer ceased being an officer of the Company effective
June 16, 2008.(7) Mr. Danon was appointed Chief Financial Officer of the
Company effective July 29, 2008. (8) Mr. Thomas ceased being an officer of
the Company effective July 29, 2008.

Option Grants

The
following table provides details on stock options granted to the Named
Executives during fiscal 2008:

|                  | Securities Under | % of Total Options |                    | Market Value of Securities |                
|----------------- | ---------------- | ------------------ | ------------------ | -------------------------- | ---------------
|                  | Options Granted  | Granted in         | Exercise or Base   | Underlying Options on the  |                
|Name              | (#)(1)           | Financial Year(2)  | Price ($/Security) | Date of Grant ($/Security) | Expiration Date
|                  |                  |                    |                    |                            |                
|John P. Lynch     | 2,200,000        | 50.6%              | $0.15              | $0.12                      | Aug. 15, 2013  
|                  |                  |                    |                    |                            |                
|Marek J. Kreczmer | 200,000          | 4.6%               | $0.15              | $0.12                      | Aug. 15, 2013  
|                  |                  |                    |                    |                            |                
|Raphael Y. Danon  | 500,000          | 11.5%              | $0.15              | $0.12                      | Aug. 15, 2013  
|                  |                  |                    |                    |                            |                
|William D. Thomas | Nil              | 0%                 | N/A                | N/A                        | N/A            
|                  |                  |                    |                    |                            |                
|*Notes:*          |                  |                    |                    |                            |                

(1) Upon exercise in accordance with the terms thereof, each of
these options entitles the holder thereof to acquire one Common Share.(2) An
aggregate of 4,350,000 options were granted by the Corporation to employees,
directors, and officers and other service providers during fiscal 2008.

42

---

Aggregated Option Exercises and Financial Year End
Values

The
following table sets forth information concerning each exercise of options by
the Named Executives during the most recently completed financial year of the
Company, and the financial year-end value of unexercised options held by the
Named Executives, on an aggregated basis.

|                  |             |            |                             |                          | Value of Unexercised in-the-
|----------------- | ----------- | ---------- | --------------------------- | ------------------------ | ----------------------------
|                  |             |            |                             |                          | Money Options/SARs at       
|                  |             |            | Unexercised Options/SARs at | December 31, 2008 ($)(1)
|                  | Securities  | Aggregate  | December 31, 2008 (#)       |                          |                             
|                  | Acquired on | Value      | Exercisable                 | Unexercisable            | Exercisable                 
|Name              | Exercise #  | Realized $ |                             |                          |                             
|John P. Lynch     | Nil         | Nil        | 2,325,000                   | 75,000                   | Nil                         
|Marek J. Kreczmer | Nil         | Nil        | 200,000                     | Nil                      | Nil                         
|Raphael Y. Danon  | Nil         | Nil        | 500,000                     | Nil                      | Nil                         
|William D. Thomas | Nil         | Nil        | Nil                         | Nil                      | Nil                         

(3) The value of in-the-money options was calculated using
the last traded price of the outstanding Common Shares on the TSX Venture
Exchange on December 31, 2008 of $0.05 less the exercise price of in-the-money
options. In-the-money options are options that can be exercised at a profit
(i.e., the market value of the outstanding Common Shares is higher than the
price at which they can be purchased from the Corporation).

Compensation of Directors

The
directors of the Company each receive an annual fee of $10,000 as compensation
for their services as directors, as well as an additional fee of $1,000 for each
meeting attended. In addition, the chairmen of each of the Audit and
Compensation Committees of the board of directors receive an annual fee of
$2,500, while the chairmen of all other committees of the board of directors
receive an annual fee of $2,000. New directors of the Company are also entitled
to receive an aggregate of 200,000 stock options pursuant to the stock option
plan of the Corporation (the Option Plan).

Directors
who are not officers of the Company are also entitled to receive compensation to
the extent that they provide services to the Corporation at rates that would be
charged for such services by arms length parties. Except as set forth below,
during the year ended December 31, 2008, no such compensation was paid to
directors who are not officers of the Corporation. In connection with the
extensive negotiation of the proposed transaction with Azimut Exploration Inc.,
an additional non-recurring $20,000 fee was paid to the three directors who
remained on the board of directors during such time.

43

---

Directors
  are also eligible to participate in the Option Plan on an on-going basis. As
  of June 30, 2009, an aggregate of 10,300,000 stock options had been granted
  under the Option Plan, of which an aggregate of 6,170,000 stock options had
  been granted to directors or former directors.

Employment Contracts

On
October 14, 2006, the Company entered into a consulting contract with Mr.
Kreczmer, the former President and Chief Executive Officer of the Company,
pursuant to which Mr. Kreczmer was paid a monthly management fee of $16,666.66.
This agreement was terminated effective July 30, 2008.

On
July 16, 2007, the Company entered into a consulting contract with Mr. Thomas,
initially as Controller and, effective September 1, 2007, as the Chief Financial
Officer of the Company, pursuant to which, Mr. Thomas was paid a per diem of
$500 per day. This agreement was terminated effective July 30, 2008.

On
August 15, 2008, the Company entered into a management services agreement with
Reananaree Consulting Services (RNC) whereby the services of Mr. Lynch, the
President and Chief Executive Officer of the Company, are made available to the
Company. Pursuant to the contract, RNC is entitled to receive a monthly
management fee of $16,666 (subject to any increases, if any, as determined by
the board of directors) and certain other benefits. Under the agreement, RNC may
receive, at the discretion of the board of directors, an annual bonus of between
100% and 400% of the annual management fee. The agreement may be terminated upon
the provision of one months written notice by RNC.

On
July 29, 2008, the Company entered into an employment contract with Mr. Danon,
the Chief Financial Officer of the Company, pursuant to which Mr. Danon is
entitled to receive a base salary of $80,000 annually (subject to any increases,
if any, as determined by the board of directors) and certain benefits. Under the
agreement, Mr. Danon may receive, at the discretion of the board of directors,
an annual bonus of between 20% and 400% of his base pay. The agreement may be
terminated upon the provision of one months written notice by Mr. Danon.

Termination Agreements for Executive Officers and
Directors

Pursuant
to RNCs management services agreement with the Company, in the event of a
change of control (as such term is defined in the contract) of the Company or
termination of the agreement by the Company without just cause (as such term
is defined in the contract), RNC is entitled to receive a lump-sum termination
payment in an amount equal to 1.5 times the annual management fee and the prior
years bonus or, if no bonus was paid in the prior year, a lump-sum payment in an
amount equal to 2 times the annual management fee. In the event of such change
of control or termination by the Company, all unvested options held by Mr. Lynch
will thereupon fully vest. The contract contains non-competition and
non-solicitation covenants of RNC and Mr. Lynch in favor of the Company for a
period of 12 months following termination of the contract.

44

---

Pursuant
to Raphael Danons consulting agreement with the Company, in the event of a
change of control (as such term is defined in the contract) of the Company or
termination of the agreement by the Company without just cause (as such term
is defined in the contract), Mr. Danon is entitled to receive a lump-sum payment
in an amount equal to 1 times the annual base salary and the prior years bonus
or, if no bonus was paid in the prior year, a lump-sum payment in an amount
equal to 2 times the annual base salary. In the event of such change of control
or termination by the Company, all unvested options held by Mr. Danon will
thereupon fully vest.

Stock Option Plan

The
shareholders of the Company approved the Option Plan on June 26, 2007. The
number of Common Shares reserved for issuance under the Option Plan may not
exceed 10% of the total number of Common Shares issued and outstanding from time
to time. At July 15, 2009, the Company had outstanding 126,131,343 Shares
outstanding. An aggregate of 12,00,000 options have been granted by the Company
under the Option Plan to date and none of these options have been exercised
leaving 613,134 options available for future grant under the Option Plan (based
upon 10% of the aggregate number of issued and outstanding Common Shares at July
15, 2009).

The
purpose of the Option Plan is to attract, retain and motivate persons as key
service providers to the Company and to advance the interests of the Company by
providing such persons with the opportunity, through share options, to acquire a
proprietary interest in the Company and benefit from its growth. The options are
non-assignable and may be granted for a term not exceeding five years.

Options
may be granted under the Option Plan only to directors, officers, employees and
other service providers subject to the rules and regulations of applicable
regulatory authorities and any Canadian stock exchange upon which the Common
Shares may be listed or may trade from time to time. The number of Common Shares
reserved for issue to any one person pursuant to the Option Plan within any one
year period may not exceed 5% of the issued and outstanding Common Shares. The
maximum number of Common Shares which may be reserved for issuance to insiders
under the Option Plan, any other employer stock option plans or options for
services is 10% of the aggregate number of issued and outstanding Common Shares
at the date of grant (on a non-diluted basis). The maximum number of Common
Shares which may be issued to insiders under the Option Plan, together with any
previously established or proposed share compensation arrangements, within any one year period, is 10%
of the aggregate number of issued and outstanding Common Shares. The maximum
number of Common Shares which may be issued to any insider and his or her
associates under the Option Plan, together with any previously established or
proposed share compensation arrangements, within any one year period, is 5% of
the aggregate number of issued and outstanding Common Shares at the date of
grant (on a non-diluted basis). The maximum number of Common Shares which may be
granted to any consultant under the Option Plan, any other employer stock option
plans or options for services, within any one year period, is 2% of the
aggregate number of issued and outstanding Common Shares at the date of grant
(on a non-diluted basis). The maximum number of Common Shares which may be
granted to any investor relations person under the Option Plan, any other
employer stock option plans or options for services, within any one year period,
is 2% of the aggregate number of issued and outstanding Common Shares at the
date of grant (on a non-diluted basis).

45

---

The
exercise price of options issued may not be less than the market value of the
Common Shares at the time the option is granted, subject to any discounts
permitted by applicable legislative and regulatory requirements.

Set
forth below is a summary of the 12,000,000 outstanding options under the Option
Plan to purchase Shares at July 15, 2009:

Number ofCommonShares Under
    Date of
    Expiry
    ExerciseHolder
    Option
    Grant
    Date
    PriceAll executive officers, past executive
      officers,
    100,000
    June 4, 2007
    June 4, 2012
    $0.72directors, past directors of the Company, and
    200,000
    May 25, 2006
    May 25, 2011
    $0.68key employees, as a group
    4,300,000
    August 15, 2008
    August 15, 2013
    $0.155,000,000
    February 13, 2009
    February 13, 2014
    $0.10100,000
    August 28, 2007
    August 28, 2012
    $0.711,700,000
    July 9, 2009
    July 9, 2014
    $0.115Advisory Group Members (not including past
      executive officers and directors)
    200,000
    May 21, 2009
    May 21, 2013
    $0.12All other employees and past employees of the Company as a
      group
    200,000
    February 13, 2009
    February 13, 2014
    $0.12


Options/SARs Granted during Fiscal Year Ended December
31, 2008 and Period from January 1, 2009 through July 15, 2009

During
the year ended December 31, 2008, 4,300,000 stock options were granted to the
Companys executive officers and directors, and past executive officers and
directors, and key employees. The following table sets out the options granted
during the year ended December 31, 2008.

46

---



% of TotalSecurities
      Options granted
      
      Market Value ofUnder
      to Employees in
      Exercise or
      Securities UnderlyingOptions
      the Financial
      Base Price
      Options on the Date ofName
      Granted (#)
      Year
      ($/Security)
      Grant ($/Security)
      Expiration DateJohn Lynch
      2,200,000
      50.6%
      $0.15
      $0.12
      August 15, 2013Raphael Danon
      500,000
      11.5%
      $0.15
      $0.12
      August 15, 2013John Zorbas
      1,000,000
      23.3%
      $0.15
      $0.12
      August 15, 2013Marek Kreczmer*
      200,000
      4.7%
      $0.15
      $0.12
      August 15, 2013Others
      400,000
      9.4%
      $0.15
      $0.12
      August 15, 2013


- Mr. Kreczmer resigned as Chief Executive Officer and President effective
  July 31, 2008. The options were granted to him on August 13, 2008 in his
  capacity as a member of the Companys Advisory Board.

During
the period from January 1, 2009 through July 15, 2009, 7,100,000 stock options
were granted to the Companys executive officers and directors, and past
executive officers and directors, employees, and members of its Advisory Board.
The following table sets out the options granted during the period from January
1, 2009 through July 15, 2009.

% of TotalOptions grantedSecurities
      in the Period
      
      Market Value ofUnder
      January 1, 2009
      Exercise or
      Securities UnderlyingOptions
      through July 15,
      Base Price
      Options on the Date ofName
      Granted (#)
      2009
      ($/Security)
      Grant ($/Security)
      Expiration DateJohn Lynch
      1,370,000
      19.30%
      $0.10
      $0.07
      February 13, 2014700,000
      9.86%
      $0.115
      $0.115
      July 9, 2014Anton J. Esterhuizen
      700,000
      9.86%
      $0.10
      $0.07
      February 13, 2014David Subotic
      700,000
      9.86%
      $0.10
      $0.07
      February 13, 2014Raphael Danon
      660,000
      9.30%
      $0.10
      $0.07
      February 13, 2014John Zorbas
      1,370,000
      19.30%
      $0.10
      $0.07
      February 13, 20141,000,000
      14.08%
      $0.115
      $0.115
      July 9, 2014Marek Kreczmer*
      200,000
      2.82%
      $0.10
      $0.07
      February 13, 2014Alex Dementev
      75,000
      1.06%
      $0.10
      $0.07
      February 13, 2014


47

---

% of TotalOptions grantedSecurities
      in the Period
      
      Market Value ofUnder
      January 1, 2009
      Exercise or
      Securities UnderlyingOptions
      through July 15,
      Base Price
      Options on the Date ofName
      Granted (#)
      2009
      ($/Security)
      Grant ($/Security)
      Expiration DateNadir Mirza
      75,000
      1.06%
      $0.10
      $0.07
      February 13, 2014Miriam Martin
      50,000
      .70%
      $0.10
      $0.07
      February 13, 2014David Weill**
      200,000
      2.82%
      $0.12
      $0.12
      May 21, 2013


* Mr. Kreczmer resigned as Chief
Executive Officer and President effective July 31, 2008. The options were
granted to him on February 13, 2009 in his capacity as a member of the Companys
Advisory Board.

** Subsequent to July 15, 2009 Mr.
Weill resigned from the Companys Advisory Board and relinquished his stock
options.

Upon
exercise in accordance with the terms thereof, each of these options entitles
the holder thereof to acquire one Share.

No
amount has been set aside or accrued by the Company and its subsidiaries during
the last fiscal year of the Company to provide pension, retirement or similar
benefits for directors and officers of the Company pursuant to any existing plan
provided or contributed to by the Company and its subsidiaries, or otherwise.

At
June 30, 2009 the Company had no warrants outstanding.

***C.
Board Practices.***

The
directors of the Company at July 15, 2009 were as follows:

NAME
      POSITION
      DATE APPOINTED DIRECTORJohn P. Lynch
      President, CEO and Director
      May 26, 2007Anton Esterhuizen
      Director
      May 25, 2006David Subotic
      Director
      July 5, 2007


Composition of the Audit Committee

48

---

The
Companys audit committee is comprised of the entire board of directors. Each of
the directors are considered to be independent other than Mr. John Lynch, the
Companys president and chief executive officer.

Pre-Approval Policies and Procedures

In
the event that the Company wishes to retain the services of its external
auditors for tax compliance, tax advice or tax planning, the Chief Financial
Officer of the Company shall consult with the members of the audit committee,
who shall have the authority to approve or disapprove on behalf of the audit
committee, such non-audit services. All other non-audit services shall be
approved or disapproved by the audit Committee as a whole.

Compensation Committee

The
full Board of Directors performs the functions of a compensation committee. The
Board believes that this is a practical approach at this stage of the Companys
development and given the small size of the Board and the fact that it is
comprised of a majority of independent directors.

The
Board as a whole reviews on an annual basis the adequacy and form of
compensation of directors to ensure that the compensation of the Board reflects
the responsibilities, time commitments, and risks involved in being a
responsible director. The directors of the Company receive annual fees for their
service as directors, as well as additional fees for each meeting attended. All
directors are also eligible to participate in the Option Plan. See Item 6.Directors, Senior Management and Employees. Compensation of
Directors.

In
addition, the Board as a whole reviews the compensation paid to the President
and Chief Executive Officer, and any other key executive officers of the
Company. In reviewing such compensation, the Board evaluates the achievements of
the executive officer against corporate goals and objectives, as well as overall
corporate performance.

Other Board Committees

The
Board currently has no standing committees other than the audit and compensation
committees.

***D.
Employees***

At
July 15, 2009 the Company had a total of three employees, two of which act in a
management capacity: John Lynch, its Chief Executive Officer and President, and Raphael Danon, its Chief Financial Officer. In addition, Alex
Dementev served as the Companys Chief Geologist.

49

---

***E.
Share Ownership***.

The
following table sets forth the shareholdings of the Companys directors and
senior management at June 30, 2009.

|NAME                             | POSITION                 | NUMBER OF    | PERCENTAGE OF
|-------------------------------- | ------------------------ | ------------ | -------------
|                                 |                          | SHARES       | OUTSTANDING  
|                                 |                          | OWNED*       | SHARES**     
|John P. Lynch                    | President, CEO, Director | 2,008,000    | 1.59%        
|                                 |                          |              |              
|Anton Esterhuizen                | Director                 | 0            | 0            
|                                 |                          |              |              
|David Subotic                    | Director                 | 4,200,000*** | 3.33%        
|                                 |                          |              |              
|Raphael Danon                    | Chief Financial Officer  | 35,500       | 0.0287%      
|                                 |                          |              |              
|Officers & Directors, as a group |                          | 6,243,500    | 4.95%        

*These amounts do not reflect the
Shares the Companys officers and directors can each acquire pursuant to the
exercise of options, as set forth in the following table.

** At June 30, 2009 the Company had
126,131,342 Shares outstanding.

*** This amount reflects 4,200,000
Shares owned by WPFC Financial, a private company that Mr. Subotic owns 50% of.
The other 50% of WPFC is owned by an unrelated party.

The following table sets forth share
options held by the Companys directors and senior management, key employees,
and members of its Advisory Board at July 15, 2009:

Name
    Number of
    Exercise Price
    Grant Date
    Expiration DateShares
    $John B. Lynch
    100,000
    0.72
    June 4, 2007
    June 4, 2012100,000
    0.71
    August 28, 2007
    August 28, 20122,200,000
    0.15
    August 15, 2008
    August 15, 20131,370,000
    0.10
    February 13, 2009
    February 13, 2014700,000
    0.115
    July 9, 2009
    July 9, 2014Total
    4,470,000Anton Esterhuizen
    200,000
    0.68
    May 25, 2006
    May 25, 2011


50

---

200,000
    0.15
    August 15, 2008
    August 15, 2013700,000
    0.10
    February 13, 2009
    February 13, 2014Total
    1,100,000David Subotic
    200,000
    1.03
    July 4, 2007
    July 4, 2012200,000
    0.15
    August 15, 2008
    August 15, 2013700,000
    0.10
    February 13, 2009
    February 13, 2014Total
    1,100,000Raphael Danon
    500,000
    0.15
    August 15, 2008
    August 15, 2013660,000
    0.10
    February 13, 2009
    February 13, 2014Total
    1,160,000John Zorbas
    1,000,000
    0.15
    August 15, 2008
    August 15, 20131,370,000
    0.10
    February 13, 2009
    February 13, 20141,000,000
    0.115
    July 9, 2009
    July 9, 2014Total
    3,370,000Marek Kreczmer*
    200,000
    0.15
    August 15, 2008
    August 15, 2013200,000
    0.10
    February 13, 2009
    February 13, 2014Total
    400,000Alex Dementev
    75,000
    0.10
    February 13, 2009
    February 13, 2014David Weill**
    200,000
    0.12
    May 21, 2009
    May 21, 2013


*Mr. Kreczmer resigned from the Board
of Directors on June 16, 2008. On that date he was succeeded as President and
Chief Executive Officer by John Lynch.The options granted him were in
his capacity as a member of the Companys Advisory Board.

** Subsequent to July 15, 2009 Mr.
Weill resigned from the Companys Advisory Board and relinquished his stock
options.

Item 7. Major Shareholders and Related Party Transactions.

***A**.
Major Shareholders.*

At
July 15, 2009,the Company had 126,131,342 Shares outstanding.At
such date Management is unaware of any person owning beneficially 5% or more of
the Companys outstanding Shares at June 23, 2009, the Company had 24 U.S.
shareholders of record, holding 18,840,848 Shares, which represented 14.9% of
the Companys outstanding Shares. At such date, there were no arrangements, the
operation of which could result in a change of control. All shareholders have
the same voting rights with respect to the Shares.

51

---

***B.
Related Party Transactions**.*

During
the year ended December 31, 2008, the Company paid or accrued consulting and
directors fees of $624,422 (2007 - $388,767) to former or current officers and
former or current directors of the Company. During the three months ended March
31, 2009 the Company paid or accrued consulting fees of $84,996 to current
officers and directors of the Company.

During
the year ended December 31, 2008, a receivable of $585,859 was collected from
Niger Uranium for expenditures incurred and management fees paid in relation to
the In Gall and Irhazer properties.

These
transactions were in the normal course of operations and were measured at the
exchange value which represented the amount of consideration established and
agreed to by the related parties. The amounts due to related parties are
unsecured, non-interest bearing and repayable on demand.

At
July 15, 2009 the Company owned approximately 33.8%of Niger Uraniums
117,504,358 outstanding shares. In August 22, 2007 Mr. Marek Kreczmer, the
Companys President and Chief Executive Officer at the time, was appointed Niger
Uraniums Managing Director and Chief Executive Officer and to its Board of
Directors. On January 5, 2008 Mr. Kreczmer resigned as Niger Uraniums Chief
Executive Officer, and on June 6, 2008 he resigned from the board of directors.
Mr. Wayne Beach, a former director of the Company, and Mr. John Lynch, a
director of the Company at the time and recently appointed Chief Executive
Officer of the Company, were appointed non-executive directors of Niger Uranium.
Mr. Lynch has been granted options to acquire 150,000 ordinary shares of Niger
Uranium. Mr. Beach resigned from Niger Uraniums Board of Directors on February
11, 2009. In May 2009, Mr. Raphael Danon, the Companys Chief Financial Officer,
was appointed to the Board of Directors of Niger Uranium. As of June 30, 2009
Mr. Danon had not been granted any stock options in Niger Uranium.

Other
than as described above, no executive officer, director, or person owning at
least 5% of the Companys outstanding shares, or affiliate thereof, has or has
had any material interest, directly or indirectly, in any transaction involving
the Company since January 1, 2008, or in any proposed transaction involving the
Company.

52

---

Item 8. Financial Information.

***A.
Consolidated Statements and Other Financial Information.***

Reference
is made to Item 18. Financial Statements for the financial statements
included in this Annual Report.

For
the year ended December 31, 2007 the Company restated its financial statements,
as described in Note 17 to the Companys audited financial statements for the
year ended December 31, 2008, reported on by MSCM LLP, Chartered Accountants.
Based upon a revaluation of the nature of the relationship between the Company
and Niger Uranium, the Company determined that it never exerted significant
influence over Niger Uranium. As a result of this determination, Management
determined that accounting for the Companys investment in Niger Uranium under
the equity method was not appropriate in 2007. Consequently, the investment was
reclassified as an available-for-sale financial instrument recorded initially at
fair value with changes in fair value reflected through other comprehensive
income until the investment is derecognized or impaired. The effect of this
restatement as at December 31, 2007 and for the year ended December 31, 2007 has
been to increase the carrying value of the investment by $1,084,666, increase
net comprehensive income and accumulated other comprehensive income by $770,112,
and increase future income tax liability by $314,553.

There
are no legal proceedings of a material nature pending against the Company, or
its sole U.S. subsidiary. The Company is unaware of any legal proceedings known
to be contemplated by any governmental authorities.

The
Company has never paid a dividend and it is unlikely that the Company will
declare or pay a dividend until warranted based upon the factors outlined below.
The declaration, amount and date of distribution of any dividends in the future
will be decided by the Board of Directors from time-to-time, based upon, and
subject to, the Companys earnings, financial requirements and other conditions
prevailing at the time.

***B.
Significant Changes.***

There have been no significant changes since the Companys unaudited
financial statements at March 31, 2009.

Item 9. The Offer and Listing.

***A.
Offer and Listing Details**.*

The
Companys Shares commenced trading (i) on the TSX Venture Exchange in Canada on
March 19, 2004 under the symbol NWT, (ii) on the Berlin Stock Exchange on March 30, 2004 (NMV), (iii) the Frankfurt Stock Exchange
on April 5, 2004 (NMV), and (iv) on the NASD OTC Bulletin Board on August 25,
2004 (NWTMF).

53

---

Following
is information on the trading history of the Companys Shares:

The
low and high market prices for the Shares, on a quarterly basis, for the past
two years, on the TSX Venture Exchange are as follows:

TSX Venture ExchangeMONTH ANDYEAR
    LOW
    HIGHJanuary  March 2007
    0.56
    0.89April  June 2007
    0.67
    1.33July  September 2007
    0.51
    1.15October 2007- December 2007
    0.44
    0.75January  March 2008
    0.28
    0.61April 2008- June 2008
    0.19
    0.32July 2008  September 2008
    0.07
    0.22October 2008December 2008
    0.02
    0.08


The
low and high market prices for the Shares on the TSX Venture Exchange for the
period December 1, 2008 to May 31, 2009 are as follows:

TSXVENTUREEXCHANGE

DATE
    LOW
    HIGHJanuary 2009
    0.05
    0.10February 2009
    0.05
    0.09March 2009
    0.05
    0.10April 2009
    0.10
    0.18May 2009
    0.12
    0.17June 2009
    0.13
    0.16


54

---

The
closing price of the Shares on the TSX Venture Exchange on July 3, 2009 was
$0.14.

The
low and high market prices for the Shares, on a quarterly basis, for the past
two years, on the Berlin Stock Exchanges and Frankfurt Stock Exchanges are as
follows:

BERLINSTOCKEXCHANGE(EUROS)

MONTH ANDYEAR
    LOW
    HIGHJanuary  March 2007
    0.37
    0.52April  June 2007
    0.43
    0.90July  September 2007
    0.40
    0.75October  December 2007
    0.30
    0.47January  March 2008
    0.17
    0.41April  June 2008
    0.10
    0.19July  September 2008
    0.04
    0.11October  December 2008
    0.01
    0.07


BERLINSTOCKEXCHANGE(EUROS)

MONTH ANDYEAR
    LOW
    HIGHJanuary 2009
    0.02
    0.05February 2009
    0.02
    0.05March 2009
    0.02
    0.05April 2009
    0.05
    0.10May 2009
    0.07
    0.09June 2009
    0.08
    0.12


55

---

FRANKFURTSTOCKEXCHANGE(EUROS)

MONTH ANDYEAR
    LOW
    HIGHJanuary  March 2007
    0.37
    0.54April  June 2007
    0.46
    0.861July  September 2007
    0.41
    0.751October  December 2007
    0.37
    0.50January  March 2008
    0.20
    0.44April  June 2008
    0.12
    0.21July  September 2008
    0.04
    0.13October  December 2008
    0.01
    0.07


FRANKFURT STOCK EXCHANGE (Euros)

MONTH ANDYEAR
    LOW
    HIGHJanuary 2009
    0.03
    0.07February 2009
    0.03
    0.06March 2009
    0.03
    0.06April 2009
    0.06
    0.11May 2009
    0.08
    0.10June 2009
    0.08
    0.12


At July 6, 2009, one Euro, as quoted by Reuters and
other sources at 4 P.M. Eastern Time for New York foreign exchange selling rates
(for bank transactions of at least $1,000,000), equaled $1.3979 in U.S. dollars.
(Source: The Wall Street Journal)

The low and high market prices for the Shares, on a
quarterly basis, for the past two years, on the OTC Bulletin Board are as
follows:

56

---

OTC BULLETINBOARD(US$)

MONTH ANDYEAR
    LOW
    HIGHJanuary  March 2007
    0.465
    0.725April  June 2007
    0.65
    1.23July  September 2007
    0.48
    1.08October  December 2007
    0.438
    0.90January  March 2008
    0.31
    0.59April  June 2008
    0.18
    0.38July  September 2008
    0.07
    0.20October  December 2008
    0.01
    0.08


OTC BULLETINBOARD(US$)

MONTH ANDYEAR
    LOW
    HIGHJanuary 2009
    0.04
    0.09February 2009
    0.03
    0.08March 2009
    0.02
    0.08April 2009
    0.07
    0.14May 2009
    0.07
    0.15June 2009
    0.11
    0.15


The
closing price of the Shares on both the Berlin Stock Exchange and Frankfurt
Stock Exchange on July 3, 2009 was 0.10 Euros. The closing price of the Shares
on the OTC Bulletin Board on July 3, 2009 was US $0.12.

***B.
Plan of Distribution**.*

Not
applicable.

***C.
Markets***

(see
A. above)

57

---

***D.
Selling Shareholders**.*

Not
applicable.

***E.
Dilution***

Not
applicable.

***F.
Expenses of the Issue**.*

Not
applicable.

**Item 10. Additional Information**.

***A.
Share Capital.***

Not
Applicable.

***B.
Certificate and Articles of Incorporation***

Common Shares

The
Company is authorized to issue an unlimited number of Common Shares (Shares),
with no par value.

The
holders of Shares are entitled to such dividends as and when declared by our
board of directors, to one vote per share at meetings of shareholders and upon
liquidation, to receive such of our assets as are distributable to holders of
Shares, subject to the rights of holders, if any, of the Preferred Shares. All
Shares presently outstanding are duly authorized, validly issued, fully paid and
non-assessable. Shares have no preference, conversion, exchange, preemptive or
cumulative voting rights.

All
Shares are entitled to one vote per share at all meetings of shareholders, rank
equally as to dividends and as to the distribution of the Companys assets
available for distribution in the event of a liquidation, dissolution or winding
up of the Company. There are no preemptive or conversion rights and no provision
for redemption, purchase for cancellation, surrender or sinking or purchase
funds.

58

---

Provisions
as to the modification, amendment or variation of such rights and provisions are
contained in the Business Companies Act (Ontario) (the Act) and the
regulations promulgated thereunder. Certain fundamental changes to the articles
of the Company will require the approval of two-thirds of the votes cast on a
resolution submitted to a special meeting of the Companys shareholders called
for the purpose of considering the resolution. These items include (i) an
amendment to the provisions relating to the outstanding capital of the Company,
(ii) a sale of all or substantially all of the assets of the Company, (iii) an
amalgamation of the Company with another company, other than a subsidiary, (iv)
a winding-up of the Company, (v) a continuance of the Company into another
jurisdiction, (vi) a statutory court approved arrangement under the Act
(essentially a corporate reorganization such as an amalgamation, sale of assets,
winding-up, etc.), and (vii) a change of name.

Although
the Act does not specifically impose any restrictions on the repurchase or
redemption of shares, under the Act a corporation cannot repurchase its shares
or declare dividends if there are reasonable grounds for believing that (a) the
corporation is, or after payment would be, unable to pay its liabilities as they
become due, or (b) after the payment, the realizable value of the corporations
assets would be less than the aggregate of (i) its liabilities and (ii) its
stated capital of all classes of its securities. Generally, stated capital is
the amount paid on the issuance of a share.

ARTICLES AND BY-LAWS

The
following presents a description of certain terms and provisions of the
Companys articles and by-laws.

***A.
General***

The
Company was incorporated in the Province of Ontario on September 26, 2003. Its
Ontario Corporation Number is 1589236.

The
Companys corporate objectives and purpose are unrestricted.

***B.
Directors***

Pursuant
to Section 132 of the Business Corporation Act (Ontario) (OBCA), a director
who is a party to, or who is a director or officer of or has a material interest
in any person who is a party to, a material contract or transaction or proposed
material contract or transaction with us shall disclose to us the nature
and extent of that interest and shall not vote on any resolution to approve such
contract or transaction.

59

---

If
a quorum of independent directors is present, the directors are entitled to vote
compensation to themselves.

Section
137 of the OBCA provides that the directors shall be paid such remuneration for
their services as the board of directors may from time to time determine.

Section
184 of the OBCA provides that the board may from time to time on our behalf,
without authorization of shareholders:

•      borrow
  money upon Company credit;

•      issue,
  reissue, sell or pledge debt obligations of the Company;

•      guarantee
  on our behalf to secure performance of any obligation of any person; and

•      mortgage,
  hypothecate, pledge or otherwise create a security interest in all or any of
  our currently owned or subsequently acquired property of the Company, to secure
  any obligations of the Company.

There
are no provisions in the Companys by-laws relating to retirement or
non-retirement of directors under an age limit requirement. A director need not
be a shareholder. A majority of directors must be resident Canadians and at
least one-third of the directors must not be officers or employees of the
Company or of any of the Companys affiliates.

***C.
Annual and special meetings***

The
annual meeting and special meetings of shareholders are held at such time and
place as the board of directors, the chairman of the board, the managing
director or the president shall determine. Notice of meetings are sent out to
shareholders not less than 21 nor more than 50 days before the date of such
meeting. All shareholders at the record date are entitled to notice of the
meeting and have the right to attend the meeting. The directors do not stand for
reelection at staggered intervals.

60

---

There
are no provisions in either the Companys Articles of Incorporation or Bylaws
that would have the effect of delaying, deferring or preventing a change in
control of the Company and that would operate only with respect to a merger,
acquisition or corporate restructuring involving the Company or its subsidiary.

There
are no by-law provisions governing the ownership threshold above which
shareholder ownership must be disclosed.

***D.
Material Contracts***

| | 1. | Consulting Agreement with Primoris Group Inc. (Primoris
      Group), dated March 29, 2007. Under the terms of this agreement, Primoris
      Group was to provide investor relations services to the Company for one
      year. Primoris Group received $8,500 per month and was been granted stock
      options to acquire 200,000 Shares at an exercise price of $0.81 per Share,
      with an expiration date of April 17, 2012. This agreement was terminated
      in November 2008, and the options terminated.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 2. | Option Agreement dated December 22, 2006 with Yamana Gold
      Inc.with Yamana, concerning the Picachos Project. Reference is made to
      Item 4. Information on the Company. D. Property, Plants and
      Equipment. for a description of the agreement.                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 3. | Option Agreement dated January 24, 2007 with Azimut
      Exploration Inc. regarding the Daniel Lake Property, Quebec, Canada.
      Reference is made to Item 4. Information on the Company. D. Property,
      Plants and Equipment. for a description of the agreement.                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 4. | Option Agreement dated January 29, 2007 with Azimut
      Exploration Inc. regarding the North Rae Property, Quebec, Canada.
      Reference is made to Item 4. Information on the Company. D. Property,
      Plants and Equipment. for a description of the agreement.                                                                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 5. | Agreement between Northwestern Mineral Ventures Inc. and
      UraMin Inc., dated as of June 1, 2007, relating to the Company mining
      interests in the Republic of Niger. Reference is made to Item 4.
      Information on the                                                                                                                                                                                                                                                                                      

61

---

| |     | Company. D. Property, Plants and Equipment. for a
      description of the agreement.                                                                                                                                                                                                                                                                                                                                                     
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 6.  | Letter of Intent dated March 2, 2006 between Northwestern
      Mineral Ventures Inc. and Azimut Exploration Inc. Reference is made to
      Item 4. Information on the Company. D. Property, Plants and
      Equipment. for a description of the Letter of Intent.                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 7.  | Executive Employment Agreement dated July 29, 2008
      between NWT Uranium Corp. and Raphael Danon. Reference is made to Item 6.
      Directors, Senior Management and Employees. for a description of
      the material terms of this agreement.                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 8.  | Management Services Agreement dated August 15, 2008
      between NWT Uranium Corp., Reananaree Consulting Services, and John P.
      Lynch, whereby the services of Mr. Lynch, the President and Chief
      Executive Officer of the Company, are made available to the Company.
      Reference is made to Item 6. Directors, Senior Management and
      Employees. for a description of the material terms of this
      agreement.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 10. | Termination Agreement dated July 5, 2008 between NWT
      Uranium Corp. and Azimut Exploration Inc. Reference is made to Item 4.
      Information on the Company. D. Property, Plants and Equipment. for
      a description of this agreement.                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 11. | Consulting Agreement dated December 10, 2008 with Chroma
      International. Reference is made to Item 4. Information on the
      Company. B. Business Overview. for a description of this
      agreement.                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 12. | Termination Agreement dated July 8, 2009 between NWT
      Uranium Corp. and Azimut Exploration Inc. Reference is made to Item 4.
      Information on the Company. D. Property, Plants and Equipment. for
      a description of this agreement.                                                                                                                                                                                        

The
above descriptions of the Companys agreements are summaries only. The full
agreements are set forth at Item 19. Exhibits.

62

---

***E.
Exchange Controls.***

There
are no laws, governmental decrees or regulations in Canada that restrict the
export or import of capital or which affect the remittance of dividends,
interest or other payments to non-resident holders of our shares, other than
withholding tax requirements. Reference is made to Item 10E. Taxation.

There
are no limitations under the laws of Canada or the Province of Ontario, or in
our constituting documents, with respect to the right of non-resident or foreign
owners to hold or vote Shares other than those imposed by the Investment
Canada Act.

The
Investment Canada Act is a federal Canadian statute which regulates the
acquisition of control of existing Canadian businesses and the establishment of
new Canadian businesses by an individual, a government or entity that is a
"non-Canadian" as that term is defined in the Investment Canada Act.

Management
of the Company believes that it is not currently a "non-Canadian" for purposes
of the Investment Canada Act. If the Company were to become a
"non-Canadian" in the future, acquisitions of control of Canadian businesses by
the Company would become subject to the Investment Canada Act. Generally,
the direct acquisition by a "non-Canadian" of an existing Canadian business with
gross assets of $5,000,000 or more is reviewable under the Investment Canada
Act, with thresholds of $223 million and $237 million for transactions
closing in 2003 and 2004, respectively, for "WTO investors" as defined under the
Investment Canada Act. If the Company were to become a non-Canadian in
the future, Management believes the Company would likely become a non-Canadian
which is a WTO investor. Generally, indirect acquisitions of existing Canadian
businesses (with gross assets over certain threshold levels) are reviewable
under the Investment Canada Act, except in situations involving WTO
investors where indirect acquisitions are generally not reviewable. In
transactions involving Canadian businesses engaged in the production of uranium,
providing financial services, providing transportation services or which are
cultural businesses, the benefit of the higher WTO investor thresholds do not
apply.

Acquisitions
of businesses related to Canada's cultural heritage or national identity
(regardless of the value of assets involved) may also be reviewable under the
Investment Canada Act. In addition, investments to establish new,
unrelated businesses are not generally reviewable. An investment to establish a
new business that is related to the non-Canadian's existing business in Canada
is not notifiable under the Investment Canada Act unless such investment relates
to Canada's cultural heritage or national identity.

Investments
which are reviewable under the Investment Canada Act are reviewed by the
Minister, designated as being responsible for the administration of the
Investment Canada Act. Reviewable investments, generally, may not
be implemented prior to the Ministers determining that the investment is likely
to be of "net benefit to Canada" based on the criteria set out in the
Investment Canada Act. Generally investments by non-Canadians consisting
of the acquisition of control of Canadian businesses which acquisitions are
otherwise non-reviewable or the establishment of new Canadian businesses require
that a notice be given under the Investment Canada Act in the prescribed
form and manner.

63

---

Any
proposed take-over of the Company by a non-Canadian would likely be subject
only to the simple notification requirements of the Investment Canada
Act as in all likelihood that non-Canadian would be a WTO investor for
purposes of the Investment Canada Act. Generally, a WTO investor is an
individual, other than a Canadian, who is a national of a country that is a
member of the World Trade Organization. In the case of a person that is not an
individual, a WTO investor is a person that generally, is ultimately controlled
by individuals, other than Canadians, who are nationals of a WTO member.
Currently there are 134 countries that are members of the WTO, including
virtually all countries of the Western world. The Company would have to have an
asset base of at least before the reviewable transaction provisions of the
Investment Canada Act became relevant for consideration by a third party
non-Canadian acquirer, which is not a WTO investor.

***F.
Taxation***

*Certain
Canadian Federal Income Tax Consequences  General*

The
following is a brief summary of the principal Canadian federal income tax
consequences generally applicable to a person who holds common shares of the
Company and who, at all relevant times for the purposes of the Income Tax Act
(Canada) (the "Canadian Tax Act") and the Canada - United States Tax Convention,
1980, as amended (the "US Treaty"),

•     
  is or is deemed to be a resident solely of the United States,

•      holds the common shares as
  capital property and as beneficial owner,

•     
  does not and is not deemed to use or hold the common shares in or in the course
  of a business carried on in Canada, and

•     
  does not carry on an insurance business in Canada and elsewhere, (a "US Holder")

64

---

This
summary is based on the facts set forth in this Form 20-F, the current
provisions of the US Treaty, the Canadian Tax Act and regulations thereunder,
and our understanding of the current published administrative and assessing
policies and practices of the Canada Revenue Agency (the "CRA"), and takes into
account all specific proposals to amend the Canadian Tax Act (the "Proposed
Amendments") publicly announced by or on behalf of the Minister of Finance
(Canada) prior to the date hereof. It is assumed that all such amendments will
be enacted as currently proposed, and that there will be no other change to any
relevant law or administrative or assessing policy or practice, although no
assurances can be given in this respect. Except as otherwise expressly set out
herein, this summary also does not take into account any provincial, territorial
or non-Canadian income tax law, the implications of which may differ from the
Canadian federal income tax considerations.

On
September 21, 2007, the Minister of Finance (Canada) and the United States
Secretary of the Treasury signed the fifth protocol to the US Treaty (the
"Protocol") which includes amendments to many of the provision of the US Treaty,
including significant amendments to the limitation on benefits provision. The
Protocol will enter into force once it is ratified by both the Canadian and
United States governments (or on January 1, 2008, if it is ratified in 2007) and
will have effect in respect of withholding taxes, after the first day of the
second month that begins after the date on which the Protocol enters into force.
US Holders are urged to consult their own tax advisors to determine the impact
of the Protocol and their entitlement to relief under the US Treaty based on
their particular circumstances.

The
following discussion is not intended to be, nor should it be construed to be,
legal or tax advice to any holder or prospective holder of the Company's shares
and no opinion or representation with respect to the Canadian federal income tax
consequences to any such holder or prospective holder is made. Accordingly,
holders and prospective holders of the Company's shares should consult with
their own tax advisors about the federal, provincial, local and non-Canadian tax
consequences of purchasing, owning and disposing of the Company's shares.

Dividends

Dividends
paid or credited or deemed to be paid or credited to a US Holder by the Company
will be subject to Canadian withholding tax at the rate of 15% of the gross
amount of the dividend (or 5% in the case of a US Holder that is a corporation
beneficially owning at least 10% of the Company's "voting stock" within the
meaning of the US Treaty). Dividends may be exempt from withholding tax in the
case of some US Holders such as qualifying tax exempt entities.

65

---

Disposition of Common Shares

A
US Holder who realizes a capital gain on the actual or deemed disposition of a
common share will not be subject to Canadian federal income tax under the
Canadian Tax Act in respect of the capital gain unless such common share
constitutes "taxable Canadian property" to the US Holder for purposes of the
Canadian Tax Act and the US Holder is not exempt from Canadian federal income
tax on such gain pursuant to the terms of the US Treaty.

Generally, a
common share owned by US Holder will not be taxable Canadian property of the US
Holder at a particular time provided that, at that time,

•     
  the common shares of the Company are listed on the TSX,

•     
  neither the US Holder nor persons with whom the US Holder does not deal at arm's
  length alone or in any combination has owned 25% or more of the shares of any
  class or series of shares in the capital of the Company at any time in the previous
  five years, and

•      the common share was not acquired
  in a transaction, a result of which it was deemed to be taxable Canadian property
  of the US Holder.

A
US Holder that realizes a capital gain on the disposition of common shares that
do qualify as taxable Canadian property will, nevertheless, generally be exempt
from Canadian federal income tax thereon by virtue of the US Treaty unless:

•      more than 50% of the value
  of the common shares is derived from real property (within the meaning of the
  US Treaty) that is located in Canada,

•      the US Holder (i) was a resident
  of Canada at any time during the 10 years immediately preceding the disposition
  and for a total of 20 months during any period of 20 consecutive years preceding
  the disposition, and (ii) owned the common share when the US Holder ceased to
  be a resident of Canada.

A
US Holder who is subject to Canadian federal income tax in respect of a
disposition of a common share will realize a capital gain (or capital loss)
equal to the amount by which the US Holder's proceeds of disposition, less
reasonable costs of disposition, exceed (or are exceeded by) the adjusted cost
base of the common share to the US Holder. In these circumstances, a US Holder
who realizes a capital gain or capital loss in a taxation year will be required
to include one half of the capital gain (the taxable capital gain) in income for
Canadian federal income tax purposes, and may deduct one half of the capital
loss (the allowable capital loss) against taxable capital gains incurred in
respect of dispositions of taxable Canadian property, subject to and accordance
with the provisions of the Canadian Tax Act and the US Treaty.

66

---

United States Taxation

The
following summary is a general discussion of the material United States Federal
income tax considerations to US holders of our Shares under current law. It does
not discuss all the tax consequences that may be relevant to particular holders
in light of their circumstances or to holders subject to special rules, such as
tax-exempt organizations, qualified retirement plans, financial institutions,
insurance companies, real estate investment trusts, regulated investment
companies, broker-dealers, non-resident alien individuals or foreign
corporations whose ownership of our shares is not effectively connected with the
conduct of a trade or business in the United States, shareholders who acquired
their stock through the exercise of employee stock options or otherwise as
compensation, shareholders who hold their stock as ordinary assets and not
capital assets and any other non-US holders.

The
following discussion is based upon the sections of the Internal Revenue Code of
1986, as amended (the Code), Treasury Regulations, published Internal Revenue
Service (IRS) rulings, published administrative positions of the IRS and court
decisions that are currently applicable, any or all of which could be materially
and adversely changed, possibly on a retroactive basis, at any time. This
discussion does not consider the potential effects, both adverse and beneficial,
of any recently proposed legislation that, if enacted, could be applied,
possibly on a retroactive basis, at any time. The following discussion is not
intended to be, nor should it be construed to be, legal or tax advice to any
holder or prospective holder of our shares and no opinion or representation with
respect to the United States Federal income tax consequences to any such holder
or prospective holder is made. Accordingly, holders and prospective holders of
our shares should consult their own tax advisors about the Federal, state,
local, estate and foreign tax consequences of purchasing, owning and disposing
of our shares.

US Holders

As
used herein, a US Holder includes a holder of shares of the Company who is a
citizen or resident of the United States, a corporation created or organized in
or under the laws of the United States or of any political subdivision thereof,
any entity that is taxable as a corporation for US tax purposes and any other
person or entity whose ownership of our shares is effectively connected with the
conduct of a trade or business in the United States. A US Holder does not
include persons subject to special provisions of Federal income tax law, such as
tax exempt organizations, qualified retirement plans, financial institutions,
insurance companies, real estate investment trusts, regulated investment
companies, broker-dealers, non-resident alien individuals or foreign
corporations whose ownership of our shares is not effectively connected with
conduct or trade or business in the United States, shareholders who
acquired their stock through the exercise of employee stock options or otherwise
as compensation and shareholders who hold their stock as ordinary assets and not
as capital assets.

67

---

Distributions on our Shares

US
Holders receiving dividend distributions (including constructive dividends) with
respect to our shares are required to include in gross income for United States
Federal income tax purposes the gross amount of such distributions to the extent
that we have current or accumulated earnings and profits as defined under US
Federal tax law, without reduction for any Canadian income tax withheld from
such distributions. Such Canadian tax withheld may be credited, subject to
certain limitations, against the US Holders United States Federal income tax
liability or, alternatively, may be deducted in computing the US Holders United
States Federal taxable income by those who itemize deductions. (See more
detailed discussion at Foreign Tax Credit below). To the extent that
distributions exceed our current or accumulated earnings and profits, they will
be treated first as a return of capital up to the US Holder's adjusted basis in
the shares and thereafter as gain from the sale or exchange of the shares.
Preferential tax rates for net capital gains are applicable to a US Holder that
is an individual, estate or trust. There are currently no preferential tax rates
for long-term capital gains for a US Holder that is a corporation.

With
effect from January 1, 2003, the United States reduced the maximum tax rate on
certain qualifying dividend distributions to 15% (5% for certain US Holders). In
order for dividends paid by foreign corporations to qualify for the reduced
rates, (1) the foreign corporation must meet certain requirements, including
that it not be classified as a foreign investment company or a passive foreign
investment company for United States federal income tax purposes in either the
taxable year of the distribution or the preceding taxable year, and (2) the US
Holder must meet the required holding period. In order to meet the required
holding period, the US Holder must hold our Common Shares for at least 60 days
during the 120-day period beginning 60 days before the ex-dividend date.

Dividends
paid on our shares will not generally be eligible for the dividends received
deduction provided to corporations receiving dividends from certain United
States corporations. A US Holder that is a corporation may, under certain
circumstances, be entitled to a 70% deduction of the United States source
portion of dividends received from us (unless we qualify as a foreign personal
holding company or a passive foreign investment company, as defined below) if
such US Holder owns shares representing at least 10% of our voting power and
value. The availability of this deduction is subject to several complex
limitations that are beyond the scope of this discussion.

68

---

In
the case of foreign currency received as a dividend that is not converted by the
recipient into US dollars on the date of receipt, a US Holder will have a tax
basis in the foreign currency equal to its US dollar value on the date of
receipt. Generally, any gain or loss recognized upon a subsequent sale or other
disposition of the foreign currency, including the exchange for US dollars, will
be ordinary income or loss. However, for tax years after 1997, an individual
whose realized foreign exchange gain does not exceed US $200 will not recognize
that gain, to the extent that there are not expenses associated with the
transaction that meet the requirement for deductibility as a trade or business
expense (other than travel expenses in connection with a business trip or as an
expense for the production of income).

Foreign Tax Credit

A
US Holder who pays (or has withheld from distributions) Canadian income tax with
respect to the ownership of our shares may be entitled, at-the option of the US
Holder, to either a deduction or a tax credit for such foreign tax paid or
withheld. Generally, it will be more advantageous to claim a credit because a
credit reduces United States Federal income taxes on a dollar-for-dollar basis,
while a deduction merely reduces the taxpayers income subject to tax. This
election is made on a year-by-year basis and applies to all foreign taxes paid
by (or withheld from) the US Holder during that year. There are significant and
complex limitations that apply to the credit, among which is the general
limitation that the credit cannot exceed the proportionate share of the US
Holders United States Federal income tax liability that the US Holder's foreign
source income bears to his or its worldwide taxable income. In the determination
of the application of this limitation, the various items of income and deduction
must be classified into foreign and domestic sources. Complex rules govern this
classification process. There are further limitations on the foreign tax credit
for certain types of income such as passive income, high withholding tax
interest, financial services income, shipping income, and certain other
classifications of income. The availability of the foreign tax credit and the
application of the limitations on the credit are fact specific and holders and
prospective holders of our shares should consult their own tax advisors
regarding their individual circumstances.

Disposition of our Shares

A
US Holder will recognize a gain or loss upon the sale of our shares equal to the
difference, if any, between (i) the amount of cash plus the fair market value of
any property received, and (ii) the shareholder's tax basis in our shares. This
gain or loss will be a capital gain or loss if the shares are a capital asset in
the hands of the US Holder, and will be a short-term or long-term capital gain
or loss depending upon the holding period of the US Holder. Preferential tax
rates for long-term gains are applicable to a U.S. Holder which is an individual, estate or trust. There are
currently no preferential tax rates for long-term capital gains for a U.S.
Holder which is a corporation.

69

---

Gains
and losses are netted and combined according to special rules in arriving at the
overall capital gain or loss for a particular tax year. Deductions for net
capital losses are subject to significant limitations. Corporate capital losses
(other than losses of corporations electing under Subchapter S or the Code) are
deductible to the extent of capital gains. Non-corporate taxpayers may deduct
net capital losses, whether short-term or long-term, up to US $3,000 a year (US
$1,500 in the case of a married individual filing separately). For US Holders
which are individuals, any unused portion of such net capital loss may be
carried over to be used in later tax years until such net capital loss is
thereby exhausted. For US Holders which are corporations (other than
corporations subject to Subchapter S of the Code), an unused net capital loss
may be carried back three years from the loss year and carried forward five
years from the loss year to be offset against capital gains until such net
capital loss is thereby exhausted.

Other Considerations

In
the following circumstances, the above sections of this discussion may not
describe the United States Federal income tax consequences resulting from the
holding and disposition of our shares:

Foreign Personal Holding Company

If
at any time during a taxable year more than 50% of the total combined voting
power or the total value of our outstanding shares is owned, directly or
indirectly, by five or fewer individuals who are citizens or residents of the
United States and 60% (50% in subsequent years) or more of our gross income for
such year was derived from certain passive sources, we would be treated as a
foreign personal holding company. In that event, US Holders that hold our
shares (on the earlier of the last day of our tax year or the last date on which
we were a foreign personal holding company) would be required to include in
gross income for such year their allowable portions of such passive income to
the extent we do not actually distribute such income.

Foreign Investment Company

If
50% or more of the combined voting power or total value of our outstanding
shares are held, directly or indirectly, by citizens or residents of the United
States, United States domestic partnerships or corporations, or estates or
trusts other than foreign estates or trusts (as defined by the Code Section 7701
(a)(31)), and we are found to be engaged primarily in the business of investing,
reinvesting, or trading in securities, commodities, or any interest therein, it
is possible that we might be treated as a foreign investment company as defined in Section 1246 of the Code, causing all or
part of any gain realized by a US Holder selling or exchanging our shares to be
treated as ordinary income rather than capital gain.

70

---

Passive Foreign Investment Company

As
a foreign corporation with US Holders, we could potentially be treated as a
passive foreign investment company (PFIC), as defined in Section 1296 of the
Code, if 75% or more of our gross income in a taxable year is passive income, or
the average percentage of our assets (by value) during the taxable year which
produce passive income or which are held for production of same is at least 50%.
Passive income is generally defined to include gross income in the nature of
dividends, interest, royalties, rents and annuities; excess of gains over losses
from certain transactions in any commodities not arising inter alia from
a PFIC whose business is actively involved in such commodities; certain foreign
currency gains; and other similar types of income. US Holders owning shares of a
PFIC are subject to an additional tax and to an interest charge based on the
value of deferral of tax for the period during which the shares of the PFIC are
owned, in addition to treatment of any gain realized on the disposition of
shares of the PFIC as ordinary income rather than as a capital gain. However, if
the US Holder makes a timely election to treat a PFIC as a qualified electing
fund (QEF) with respect to such shareholder's interest therein, the
above-described rules generally will not apply. Instead, the electing US Holder
would include annually in his gross income his pro rata share of the PFIC's
ordinary earnings and any net capital gain regardless of whether such income or
gain was actually distributed. A US Holder of a QEF can, however, elect to defer
the payment of United States Federal income tax on such income inclusions.
Special rules apply to US Holders who own their interests in a PFIC through
intermediate entities or persons.

The
IRS has issued proposed regulations that, subject to certain exceptions, would
treat as taxable certain transfers of PFIC stock by a Non-Electing US Holder
that are generally not otherwise taxed, such as gifts, exchanges pursuant to
corporate reorganizations, and transfers at death. Generally, in such cases, the
basis of our shares in the hands of the transferee and the basis of any property
received in the exchange for those shares would be increased by the amount of
gain recognized. A US Holder who has made a timely QEF election (as discussed
below) will not be taxed on certain transfers of PFIC stock, such as gifts,
exchanges pursuant to corporate reorganizations, and transfers at death. The
transferee's basis in this case will depend on the manner of the transfer. The
specific tax effect to the US Holder and the transferee may vary based on the
manner in which our shares are transferred. Each US Holder should consult a tax
advisor with respect to how the PFIC rules affect their tax situation.

71

---

Shareholder Election

These
adverse tax consequences may be avoided, if the US Holder has elected to treat
the PFIC as a qualified electing fund (a QEF) with respect to that US Holder
effective for each of the PFIC's taxable years beginning on or after January 1,
1987, which include any portion of the US Holders holding period.

The
procedure a US Holder must comply with in making an effective QEF election will
depend on whether the year of election is the first year in the US Holder's
holding period in which we are a PFIC. If the US Holder makes a QEF election in
such first year (i.e. a timely QEF election), then the US Holder may make the
QEF election by simply filing the appropriate documents at the time the US
Holder files his tax return for such first year. If, however, we qualified as a
PFIC in a prior year, then in addition to filing documents, the US Holder must
generally recognize gain as if it had sold the QEF stock on the first day of the
taxable year in which the QEF election is made, if (i) the US Holder holds stock
in the PFIC on that day, and (ii) the US Holder can establish the fair market
value of the PFIC stock on that day. The US Holder will treat that deemed sale
transaction as a disposition of PFIC stock and will, thereafter, be subject to
the rules described below applicable to US shareholders of a QEF.

In
general, US shareholders of a QEF are taxable currently on their pro rata share
of the QEFs ordinary income and net capital gain regardless of whether such
income or gain was actually distributed. A US Holder of a QEF can, however,
elect to defer the payment of United States Federal income tax on such income
inclusions.

Mark to Market Election

Effective
for tax years of US Holders beginning after December 31, 1997, US Holders who
hold, actually or constructively, marketable stock of a foreign corporation that
qualifies as a PFIC may elect to mark such stock to the market (a
mark-to-market election). If such an election is made, such US Holder will not
be subject to the special taxation rules of PFIC described above for the taxable
years for which the mark-to-market election is made. A US Holder who makes such
an election will include in income for the taxable year an amount equal to the
excess, if any, of the fair market value of our shares as of the close of such
tax year over such US Holder's adjusted basis in such shares. In addition, the
US Holder is allowed a deduction for the lesser of (i) the excess, if any, of
such US Holder's adjusted tax basis in the shares over the fair market value of
such shares as of the close of the tax year, or (ii) the excess, if any of (A)
the mark-to-market gains for our shares included by such US Holder for prior tax
years, including any amount which would have been included for any prior year
but for Section 1291 interest on tax deferral rules discussed above with respect
to a US Holder, who has not made a timely QEF election during the year in which
he holds (or is deemed to have held) our shares and we are a PFIC (Non-Electing US Holder), over (B)
the mark-to-market losses for shares that were allowed as deductions for prior
tax years. A US Holder's adjusted tax basis in our shares will be increased or
decreased to reflect the amount included or deducted as a result of
mark-to-market election. A mark-to-market election will apply to the tax year
for which the election is made and to all later tax years, unless the PFIC stock
ceases to be marketable or the IRS consents to the revocation of the election.

72

---

The
PFIC and QEF election rules are complex. US Holders should consult a tax advisor
regarding the availability and procedure for making the QEF election as well as
the applicable method for recognizing gains or earnings and profits under the
foregoing rules.

Controlled Foreign Corporation

If
more than 50% of the voting power of all classes of stock or the total value of
our stock is owned, directly or indirectly, by citizens or residents of the
United States, United States domestic partnerships and corporations or estates
or trusts other than foreign estates or trusts, each of whom own 10% or more of
the total combined voting power of all classes of our stock (United States
shareholder), we could be treated as a controlled foreign corporation under
Subpart F of the Code. This classification would cause many complex results
including the required inclusion by such United States shareholders in income of
their pro rata share of our Subpart F income (as specially defined by the
Code). If we are both a PFIC and controlled foreign corporation, we will
generally not be treated as a PFIC with respect to United States shareholders of
the controlled foreign corporation. This rule generally will be effective for
our taxable years ending with or within such taxable years of United States
shareholders. In addition, under Section 1248 of the Code, a gain from the sale
or exchange of shares by a US Holder who is or was a United States shareholder
at any time during the five year period ending with the sale or exchange is
treated as ordinary dividend income to the extent of our earnings and profits
attributable to the stock sold or exchanged. Because of the complexity of
Subpart F, and because it is not clear that Subpart F would apply to the US
Holders of our shares, a more detailed review of these rules is outside of the
scope of this discussion.

***G.
Statements by Experts.***

Not
applicable.

73

---

***H.
Documents on Display.***

Copies
of the documents referred to in this annual report may be inspected during
normal business hours, at Suite 1102, 70 York Street, Toronto, Ontario M5J 1S9
Canada.

***I.
Subsidiary Information**.*

Not
applicable.

Item 11. Quantitative and Qualitative Disclosures About
Market Risk.

Not
applicable.

Item 12. Description of Securities Other than Equity
Securities.

Not
applicable.

Item 13. Defaults, Dividend Arrearages, and
Delinquencies.

None.

Item 14. Material Modifications to the Rights of Security
Holders and Use of Proceeds.

None.

74

---

Item. 15. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The
Company maintains disclosure controls and procedures designed to ensure that
information required to be disclosed in the Companys reports filed under the
Securities Exchange Act of 1934, as amended (the Exchange Act), is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission rules and forms, and that such information is
accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow for timely
decisions regarding required disclosure.

Pursuant
to the requirements of Canada Multilateral Instrument 52-109, an evaluation of
the effectiveness of the design and operation of the Companys disclosure
controls and procedures and internal control over financial reporting was
conducted as of December 31, 2008 under the supervision of management, including
the Chief Executive Officer and the Chief Financial Officer. Based on that
evaluation, the Chief Executive Officer and Chief Financial Officer have
concluded that the Companys disclosure controls and procedures were operating
effectively under Canadian standards. However, after undertaking the evaluation
required by Rule 13a-15 of the Exchange Act, the Chief Executive and Chief
Financial have concluded that its disclosure controls and procedures were not
operating effectively under United States standards. This is due to the
Companys failure, on a timely basis, to file numerous Form 6-Ks with the SEC.
The Company has recently designated a person who will be responsible for
ensuring that in the future all Form 6-Ks will be filed with the SEC on a timely
basis.

Managements Annual Report on Internal Financial Control
  Over Financial Reporting

Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Exchange Act Rule
13a-15(f). Our internal control over financial reporting is a process designed
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with Canadian and U.S. generally accepted accounting principles.

The
Company has evaluated, under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial Officer,
the effectiveness of the Companys financial controls and procedures as of
December 31, 2008, based on framework provided by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO), pursuant to the requirements
of Multilateral Instrument 52-109 and the Sarbanes  Oxley Act of 2002. Based on
this evaluation, the Companys executive officers believe that the Companys
design and operation of internal controls over financial reporting is effective
and provides reasonable assurance regarding the reliability of the Companys
financial reporting and the preparation of the companys financial statements
for external purposes in accordance with (Canadian and US) GAAP.

75

---

There
were no changes in our internal controls over financial reporting during our
fiscal year ended December 31, 2008 that has materially affected, or is
reasonably likely to materially affect, our internal controls over financial
reporting.

This
Annual Report does not include an attestation report of the Companys registered
public accounting firm regarding internal control over financial reporting.
Managements report was not subject to attestation by the Companys registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the Company to provide only managements report
in this Annual Report.

Item 16A. Audit Committee Financial Expert

The
Companys audit committee is comprised of the entire board of directors. Each of
the directors are considered to be independent other than Mr. John Lynch, the
Companys president and chief executive officer. The Board of Directors has
determined that David Subotic qualifies as its audit committee financial expert.
Reference is made to Item 6.A. Directors, Senior Management and Employees.
Directors and Senior Management.for a description of Mr. Subotics
relevant experience.

Item 16B. Code of Ethics.

The
Companys previous senior management requested the formulation of a Draft
Proposal for a Code of Business Conduct and Ethics. However, no Code of Business
Conduct and Ethics was ever adopted. With the change in senior management in the
past year new Management has been focused on other issues, and has not the time
to adopt a Code of Business Conduct and Ethics.

Item 16C. Principal Accountant Fees and Services

The
following chart summarizes the aggregate fees billed by the Companys external
auditors for professional services rendered to the Company during the fiscal
years ended December 31, 2008 and 2007 for audit and non-audit related services:

76

---

|Type of Work         | Year Ended Dec. 31, 2008 | Year Ended Dec. 31, 2007
|-------------------- | ------------------------ | ------------------------
|Audit fees*          | $56,650                  | $34,000                 
|Audit-related fees** | Nil                      | $7,500                  
|Tax advisory fees*** | $3,000                   | $13,000                 
|All other fees       | Nil                      | Nil                     
|Total                | $59,650                  | $54,500                 

Notes

Aggregate
fees billed for the Companys annual financial statements and services normally
provided by the auditor in connection with the Companys statutory and
regulatory filings.

**Aggregate
fees billed for assurance and related services that are reasonably related to
the performance of the audit or review of the Companys financial statements and
are not reported as Audit fees, including: assistance with aspects of tax
accounting, attest services not required by state or regulation and consultation
regarding financial accounting and reporting standards.

*** Aggregate fees billed for tax compliance, advice, planning
and assistance with tax for specific transactions.

Item. 16 D. Exemptions from the Listing Standards for Audit
Committees.

Not
Applicable.

Item 16 E. Purchases of Equity Services by the Issuer and
Affiliated Purchasers.

Not
Applicable.

Item 16 F. Change in Registrants Certifying Accountant.

Not
Applicable.

Item 17. Financial Statements.

See
"Item 18. Financial Statements."

Item 18. Financial Statements.

77

---

(1) Consolidated Balance Sheets of the Company as at December 31, 2008 and 2007,
and Consolidated Statements of Operations, Shareholders Equity, Cash Flows and
Interest in Exploration Properties, for each of the years in the three-year
period ended December 31, 2008, and the cumulative period from inception to
December 31, 2008. These statements were prepared in accordance with Canadian
generally accepted accounting principles, which differ in certain respects from
United States generally accepted accounting principles. See Note 14 to the
consolidated financial statements for a description of the differences between
Canadian Generally Accepted Accounting Principles and United States Generally
Accepted Accounting Principles.

For
the year ended December 31, 2007 the Company restated its financial statements,
as described in Note 17 to the Companys audited financial statements for the
year ended December 31, 2008, reported on by MSCM LLP, Chartered Accountants.
Based upon a revaluation of the nature of the relationship between the Company
and Niger Uranium, the Company determined that it never exerted significant
influence over Niger Uranium. As a result of this determination, Management
determined that accounting for the Companys investment in Niger Uranium under
the equity method was not appropriate in 2007. Consequently, the investment was
reclassified as an available-for-sale financial instrument recorded initially at
fair value with changes in fair value reflected through other comprehensive
income until the investment is derecognized or impaired. The effect of this
restatement as at December 31, 2007 and for the year ended December 31, 2007 has
been to increase the carrying value of the investment by $1,084,666, increase
net comprehensive income and accumulated other comprehensive income by $770,112,
and increase future income tax liability by $314,553.

(2) Unaudited Consolidated Balance Sheet of the Company as at March 31, 2009,
Unaudited Consolidated Statement of Operations for the three months ended March
31, 2009, Unaudited Consolidated Statement of Cash Flows for the three months
ended March 31, 2009, Unaudited Consolidated Statement of Shareholders Equity
from Commencement of Operations, September 26, 2003 to March 31, 2009, and
Unaudited Consolidated Statement of Interest in Exploration Properties and
Deferred Exploration Expenditures for the three months ended March 31, 2009.
Reference is made to the Annual Report on Form 20-F for the year ended December
31, 2008, submitted to the Securities and Exchange Commission on July 17, 2009
for these unaudited financial statements.

78

---

Item 19. Exhibits.

Exhibits. (Reference is made to Registration Statement on Form 20-F,
dated March 9, 2004, submitted to the Securities and Exchange Commission on
March 15, 2004, for exhibits 1 and 2. Reference is made to the Annual Report on
Form 20-F, for the year ended December 31, 2004, dated July 19, 2005, submitted
to the Securities and Exchange Commission on July 20, 2005, for exhibits
3.A-3.D. Reference is made to the Annual Report on Form 20-F, for the year ended
December 31, 2005, submitted to the Securities and Exchange on June 30, 2006,
for exhibits 3.E-3.G. Reference is made to the Annual Report on Form 20-F for
the year ended December 31, 2006, dated July 12, 2007, submitted to the
Securities and Exchange Commission on July 13, 2007 for Exhibits 3.H.-3.I.
Reference is made to the Annual Report on Form 20-F for the year ended December
31, 2007, submitted to the Securities and Exchange Commission on July 15, 2008
for Exhibits 3.J-3.L. Reference is made to the Annual Report on Form 20-F for
the year ended December 31, 2008, submitted to the Securities and Exchange
Commission on July 17, 2009 for Exhibits 3.M-3.Q, 5, and 13.1 and 13.2)

| | 1. | Certificate and Articles of Incorporation.
| | -- | ------------------------------------------
| |    |                                           
| | 2. | By-Laws.                                  
| |    |                                           
| | 3. | List of Agreements.                       
| |    |                                           
| |    | A.                                        
| |    |                                           
| |    | B.                                        
| |    |                                           
| |    | C.                                        
| |    |                                           
| |    | D.                                        
| |    |                                           
| |    | E.                                        
| |    |                                           
| |    | F.                                        

79

---

| |  | G. | Option Agreement dated December 22, 2006 among Minera
      Tango, S.A. de C.V., Northwestern Mineral Ventures Inc., and Yamana Gold
      Inc.            
| |  | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |    |                                                                                                                                                            
| |  | H. | Consulting Agreement with Primoris Group dated March 29,
      2007.                                                                                       
| |  |    |                                                                                                                                                            
| |  | I. | Northwestern Mineral Ventures Inc. 2007 Stock Option
      Plan.                                                                                           
| |  |    |                                                                                                                                                            
| |  | J. | Consulting Agreement dated July 16, 2007 between
      Northwestern Mineral Ventures Inc. and William Thomas.                                              
| |  |    |                                                                                                                                                            
| |  | K. | Agreement between Northwestern Mineral Ventures Inc. and
      UraMin Inc., dated as of June 1, 2007.                                                      
| |  |    |                                                                                                                                                            
| |  | L. | Termination Agreement dated July 5, 2008 between NWT
      Uranium Corp. and Azimut Exploration Inc.                                                       
| |  |    |                                                                                                                                                            
| |  | M. | Option Agreement dated January 9, 2007 between
      Northwestern Mineral Ventures Inc. and Azimut Exploration Inc. Regarding
      the North Rae Property.
| |  |    |                                                                                                                                                            
| |  | N. | Consulting Agreement dated December 10, 2008 between NWT
      Uranium Corp. and Chroma International Limited.                                             
| |  |    |                                                                                                                                                            
| |  | O. | Executive Employment Agreement dated July 29, 2008
      between NWT Uranium Corp. and Raphael Danon.                                                      
| |  |    |                                                                                                                                                            
| |  | P. | Management Services Agreement dated August 15, 2008
      between NWT Uranium Corp., Reananaree Consulting Services, and John P.
      Lynch.              
| |  |    |                                                                                                                                                            
| |  | Q. | Termination Agreement dated July 8, 2009 between NWT
      Uranium Corp. and Azimut Exploration Inc.                                                       

| | 4. | Certifications
| | -- | --------------
| |    |               
| |    | 12.1          
| |    |               
| |    | 12.2          
| |    |               
| | 5. | Certifications
| |    |               
| |    | 13.1          
| |    |               
| |    | 13.2          
| |    |               
| | 6. | 5.1           

80

---

The Registrant hereby certifies that it meets all of the
requirements for filing on Form 20-F and that is has duly caused and authorized
the undersigned to sign this annual report on its behalf.

NWT URANIUM CORPORATION

By: /s/ Raphael Danon

By: Raphael Danon

Title: Chief Financial Officer

Date: July 4, 2010

81

---



NWT URANIUM CORP.

(FORMERLY NORTHWESTERN MINERAL VENTURES INC.)

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED FINANCIAL STATEMENTS

AS AT DECEMBER 31, 2008 AND 2007 ANDFOR THE YEARS
ENDED DECEMBER 31, 2008, 2007 AND 2006(Expressed in Canadian Dollars)

---

Managements Responsibility for Financial Reporting

The accompanying consolidated financial statements of NWT Uranium Corp. (formerly Northwestern Mineral Ventures Inc.) were prepared by management in accordance with Canadian generally accepted accounting principles. Management acknowledges
responsibility for the preparation and presentation of the consolidated financial statements, including responsibility for significant accounting judgments and estimates and the choice of accounting principles and methods that are appropriate to the
Companys circumstances. The significant accounting policies of the Company are summarized in Note 2 to the consolidated financial statements.

Management has established processes, which are in place to provide them with sufficient knowledge to support management representations that they have exercised reasonable diligence that (i) the consolidated financial statements do not contain any
untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it is made, as of the date of and for the years presented by
the consolidated financial statements and (ii) the consolidated financial statements fairly present in all material respects the financial condition, results of operations and cash flows of the Company, as of the date of and for the years presented
by the consolidated financial statements.

The Board of Directors is responsible for reviewing and approving the consolidated financial statements together with other financial information of the Company and for ensuring that management fulfills its financial reporting responsibilities. An
Audit Committee assists the Board of Directors in fulfilling this responsibility. The Audit Committee meets with management to review the financial reporting process and the consolidated financial statements together with other financial information
of the Company. The Audit Committee reports its findings to the Board of Directors for its consideration in approving the consolidated financial statements together with other financial information of the Company for issuance to the shareholders.

Management recognizes its responsibility for conducting the Companys affairs in compliance with established financial standards, and applicable laws and regulations, and for maintaining proper standards of conduct for its activities.

---



Page 1

AUDITORS REPORT

To the Shareholders of NORTHWESTERN MINERAL VENTURES INC. (An Exploration Stage Company)

We have audited the consolidated balance sheets of
Northwestern Mineral Ventures Inc. (An Exploration Stage Company) as at December
31, 2006 and 2005 and the consolidated statements of operations and deficit,
shareholders equity and cash flows for each of the years in the three-year
period ended December 31, 2006, and the cumulative period from inception
(September 26, 2003) to December 31, 2006. These financial statements are the
responsibility of the Companys management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with Canadian generally
accepted auditing standards and the standards of the Public Company Accounting
Oversight Board (United States). These standards require that we plan and
perform an audit to obtain reasonable assurance whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, these consolidated financial statements
present fairly, in all material respects, the financial position of the Company
as at December 31, 2006 and 2005 and the results of its operations and its cash
flows for each of the years in the three-year period ended December 31, 2006,
and the cumulative period from inception (September 26, 2003) to December 31,
2006 in accordance with Canadian generally accepted accounting principles.

McGOVERN, HURLEY, CUNNINGHAM, LLP

/s/ McGovern, Hurley, Cunningham,
LLP

Chartered Accountants 
Licensed Public Accountants

TORONTO, Canada 
April 18, 2007









---



Report of Independent Registered Chartered Accountants

To the Shareholders of NWT Uranium Corp. (formerly
Northwestern Mineral Ventures Inc.) (An Exploration Stage Company)

We have audited the accompanying consolidated balance sheets of
NWT Uranium Corp. (formerly Northwestern Mineral Ventures Inc.) as at December
31, 2008 and 2007 and the related consolidated statements of operations,
comprehensive (loss) income, shareholders equity, cash flows and interest in
exploration properties and deferred exploration expenditures for the years ended
December 31, 2008 and 2007 and for the cumulative period from September 26, 2003
(inception) to December 31, 2008. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with Canadian generally
accepted auditing standards and the standards of the Public Company Accounting
Oversight Board (United States of America). Those standards require that we plan
and perform an audit to obtain reasonable assurance whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, these consolidated financial statements present
fairly, in all material respects, the financial position of the Company as at
December 31, 2008 and 2007 and the results of its operations and its cash flows
for the years ended December 31, 2008 and 2007 and the period from September 26,
2003 (inception) to December 31, 2008 in accordance with Canadian generally
accepted accounting principles.

The consolidated financial statements as at December 31, 2006
and the related consolidated statements of operations and comprehensive (loss)
income, shareholders equity, cash flows and interest in exploration properties
and deferred exploration expenditures for the year then ended and for the
cumulative period from September 26, 2003 to December 31, 2006 were audited by
other auditors whose report dated April 18, 2007, expressed an unqualified
opinion on those financial statements.

Our previous audit report dated April 22, 2009 has been
withdrawn due to our subsequent audit of the consolidated balance sheet as at
December 31, 2007 and the related consolidated statements of operations,
comprehensive (loss) income, shareholders equity, cash flows and interest in
exploration properties and deferred exploration expenditures for the year ended
December 31, 2007 as described in note 17 to these consolidated financial
statements. The consolidated financial statements have also been revised as
described in note 14. Note 14 contains the reconciliation of the consolidated
financial statements from Canadian generally accepted accounting principles to
accounting principles generally accepted in the United States.

The Company is not required to have, nor were we engaged to
perform an audit of its internal control over financial reporting. Our audit
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Companys internal control over financial reporting. Accordingly, we express no
such opinion.

Signed: MSCM LLP

Chartered AccountantsLicensed Public Accountants

Toronto, Ontario February 16, 2010

---

NWT URANIUM CORP.(FORMERLY NORTHWESTERN MINERAL
VENTURES INC.)(AN EXPLORATION STAGE COMPANY)Consolidated
Balance Sheets(Expressed in Canadian Dollars)

|                                                                                                                   |   | December 31, |  |   | December 31, | 
|------------------------------------------------------------------------------------------------------------------ | - | ------------ |  | - | ------------ | 
|                                                                                                                   |   | 2008         |  |   | 2007         | 
|                                                                                                                   |   |              |  |   | (Note 17)    | 
|                                                                                                                   |   |              |  |   |              | 
|Assets                                                                                                             |   |              |  |   |              | 
|                                                                                                                   |   |              |  |   |              | 
|Current                                                                                                            |   |              |  |   |              | 
|Cash                                                                                                               | $ | 7,434,502    |  | $ | 905,473      | 
|Short term investments (Note 2)                                                                                    |   | 52,724       |  |   | 12,318,540   | 
|Due from
      Niger Uranium Limited (Notes 10 and 11)                                                             |   | -            |  |   | 576,133      | 
|Amounts receivable and prepaid expenses                                                                            |   | 2,105,105    |  |   | 481,520      | 
|Income taxes recoverable                                                                                           |   | 910,965      |  |   | -            | 
|                                                                                                                   |   |              |  |   |              | 
|                                                                                                                   |   | 10,503,296   |  |   | 14,281,666   | 
|Property expenditure advances                                                                                      |   | 34,154       |  |   | 61,119       | 
|Fixed assets (Note 5)                                                                                              |   | 482,811      |  |   | 676,627      | 
|Investment in Niger Uranium
      Limited (Note 11)                                                                |   | 3,107,920    |  |   | 17,067,165   | 
|Interest in exploration properties and
      deferred        exploration expenditures
      (Note 6 and statement) |   | 3,992,067    |  |   | 5,339,961    | 
|                                                                                                                   |   |              |  |   |              | 
|                                                                                                                   | $ | 18,120,248   |  | $ | 37,426,538   | 
|                                                                                                                   |   |              |  |   |              | 
|Liabilities and Shareholders' Equity                                                                               |   |              |  |   |              | 
|                                                                                                                   |   |              |  |   |              | 
|Current                                                                                                            |   |              |  |   |              | 
|Accounts payable and accrued liabilities (Note 10)                                                                 | $ | 413,722      |  | $ | 628,670      | 
|Income taxes payable                                                                                               |   | -            |  |   | 3,312,134    | 
|                                                                                                                   |   |              |  |   |              | 
|                                                                                                                   |   | 413,722      |  |   | 3,940,804    | 
|Future income tax liability(Note 12)                                                                               |   | 422,419      |  |   | 667,953      | 
|                                                                                                                   |   |              |  |   |              | 
|                                                                                                                   |   | 836,141      |  |   | 4,608,757    | 
|                                                                                                                   |   |              |  |   |              | 
|Shareholders' equity(statement)                                                                                    |   | 17,284,107   |  |   | 32,817,781   | 
|                                                                                                                   |   |              |  |   |              | 
|                                                                                                                   | $ | 18,120,248   |  | $ | 37,426,538   | 

NATURE OF OPERATIONS(Note 1)COMMITMENTS
AND CONTINGENCIES(Note 16)

APPROVED ON BEHALF OF THE BOARD:

|Signed "John
      Lynch" | , Director | Signed "David
      Subotic" | , Director
|------------------------- | ---------- | ---------------------------- | ----------

The accompanying notes are an integral part of these
consolidated financial statements. - 1 -

---

NWT URANIUM CORP.(FORMERLY NORTHWESTERN MINERAL
VENTURES INC.)(AN EXPLORATION STAGE COMPANY)Consolidated
Statements of Operations(Expressed in Canadian Dollars)

|                                                                                                        |   |             |   |   |             |   |   |            |   |   | Cumulative  |  
|------------------------------------------------------------------------------------------------------- | - | ----------- | - | - | ----------- | - | - | ---------- | - | - | ----------- | -
|                                                                                                        |   |             |   |   |             |   |   |            |   |   | from        |  
|For the years ended December 31,                                                                        |   | 2008        |   |   | 2007        |   |   | 2006       |   |   | inception   |  
|                                                                                                        |   |             |   |   | (Note 17)   |   |   |            |   |   |             |  
|                                                                                                        |   |             |   |   |             |   |   |            |   |   |             |  
|Expenses                                                                                                |   |             |   |   |             |   |   |            |   |   |             |  
|Stock based compensation expense
      (Note 9)                                                         | $ | 448,978     |   | $ | 359,082     |   | $ | 1,146,144  |   | $ | 2,871,855   |  
|Management and
      administrative services                                                            |   | 699,308     |   |   | 571,805     |   |   | 560,289    |   |   | 2,095,585   |  
|Investor relations and promotion                                                                        |   | 15,858      |   |   | 203,920     |   |   | 366,021    |   |   | 1,255,827   |  
|Professional
      fees                                                                                 |   | 1,020,286   |   |   | 467,627     |   |   | 178,797    |   |   | 1,809,047   |  
|Office and administration                                                                               |   | 350,282     |   |   | 122,493     |   |   | 97,447     |   |   | 716,090     |  
|Travel expenses                                                                                         |   | 162,649     |   |   | 128,121     |   |   | 117,361    |   |   | 446,942     |  
|Shareholders information                                                                                |   | 143,083     |   |   | 146,493     |   |   | 53,947     |   |   | 389,771     |  
|Regulatory fees                                                                                         |   | 26,946      |   |   | 32,098      |   |   | 49,740     |   |   | 257,275     |  
|Amortization                                                                                            |   | 203,384     |   |   | 120,885     |   |   | 3,826      |   |   | 330,541     |  
|Government fees
      and taxes                                                                         |   | 6,500       |   |   | 8,871       |   |   | 19,503     |   |   | 34,874      |  
|Foreign exchange loss (gain)                                                                            |   | 13,453      |   |   | 48,390      |   |   | (11,483    | ) |   | 51,935      |  
|                                                                                                        |   |             |   |   |             |   |   |            |   |   |             |  
|                                                                                                        |   | 3,090,727   |   |   | 2,209,785   |   |   | 2,581,592  |   |   | 10,259,742  |  
|                                                                                                        |   |             |   |   |             |   |   |            |   |   |             |  
|                                                                                                        |   |             |   |   |             |   |   |            |   |   |             |  
|Net loss for the period before the
      following:                                                     |   | (3,090,727  | ) |   | (2,209,785  | ) |   | (2,581,592 | ) |   | (10,259,742 | )
|Gain on disposition of Irhazer and In Gall                                                              |   |             |   |   |             |   |   |            |   |   |             |  
|Projects, Niger
      (Note 11)                                                                         |   | -           |   |   | 19,260,008  |   |   | -          |   |   | 19,260,008  |  
|Loss on disposition of fixed assets                                                                     |   | (3,856      | ) |   | -           |   |   | -          |   |   | (3,856      | )
|Exploration properties and deferred
      exploration                                                   |   |             |   |   |             |   |   |            |   |   |             |  
|expenditures written-off                                                                                |   | -           |   |   | (1,639,305  | ) |   | (208,748   | ) |   | (2,450,246  | )
|Strategic Alliance fee                                                                                  |   | (657,882    | ) |   | -           |   |   | -          |   |   | (657,882    | )
|                                                                                                        |   |             |   |   |             |   |   |            |   |   |             |  
|Net (loss) income for the year before (recovery of)
               provision for
      corporate taxes: |   | (3,752,465  | ) |   | 15,410,918  |   |   | (2,790,340 | ) |   | 5,888,282   |  
|                                                                                                        |   |             |   |   |             |   |   |            |   |   |             |  
|(Recovery of) provision for corporate
      taxes(Note 12)                                              |   |             |   |   |             |   |   |            |   |   |             |  
|Current income taxes                                                                                    |   | (1,030,673  | ) |   | 3,312,134   |   |   | -          |   |   | 2,281,461   |  
|Future income taxes                                                                                     |   | 69,019      |   |   | 353,400     |   |   | (368,856   | ) |   | 8,363       |  
|                                                                                                        |   |             |   |   |             |   |   |            |   |   |             |  
|                                                                                                        |   | (961,654    | ) |   | 3,665,534   |   |   | (368,856   | ) |   | 2,289,824   |  
|                                                                                                        |   |             |   |   |             |   |   |            |   |   |             |  
|Net (loss) income for the year                                                                          | $ | (2,790,811  | ) | $ | 11,745,384  |   | $ | (2,421,484 | ) | $ | 3,598,458   |  
|                                                                                                        |   |             |   |   |             |   |   |            |   |   |             |  
|(Loss) income per share - basic and diluted                                                             | $ | (0.03       | ) | $ | 0.11        |   | $ | (0.03      | ) |   |             |  
|                                                                                                        |   |             |   |   |             |   |   |            |   |   |             |  
|Weighted average number of common shares - basic                                                        |   | 110,404,493 |   |   | 105,337,248 |   |   | 95,891,751 |   |   |             |  
|                                                                                                        |   |             |   |   |             |   |   |            |   |   |             |  
|Weighted average number of common shares - diluted                                                      |   | 110,404,493 |   |   | 106,118,568 |   |   | 95,891,751 |   |   |             |  

The accompanying notes are an integral part of these
consolidated financial statements. - 2 -

---

NWT URANIUM CORP.(FORMERLY NORTHWESTERN MINERAL
VENTURES INC.)(AN EXPLORATION STAGE COMPANY)Consolidated
Statements of Comprehensive (Loss) Income(Expressed in Canadian Dollars)

|                                                                        |   |             |   |   |            |  |   |            |   |   | Cumulative  |  
|----------------------------------------------------------------------- | - | ----------- | - | - | ---------- |  | - | ---------- | - | - | ----------- | -
|                                                                        |   |             |   |   |            |  |   |            |   |   | from        |  
|For the years ended December 31,                                        |   | 2008        |   |   | 2007       |  |   | 2006       |   |   | inception   |  
|                                                                        |   |             |   |   | (Note 17)  |  |   |            |   |   |             |  
|                                                                        |   |             |   |   |            |  |   |            |   |   |             |  
|Net (loss) income for the year                                          | $ | (2,790,811  | ) | $ | 11,745,384 |  | $ | (2,421,484 | ) | $ | 3,598,458   |  
|                                                                        |   |             |   |   |            |  |   |            |   |   |             |  
|Other comprehensive (loss) income                                       |   |             |   |   |            |  |   |            |   |   |             |  
|                                                                        |   |             |   |   |            |  |   |            |   |   |             |  
|Net unrealized (loss) gain on
      available-      for-sale investment |   | (14,250,841 | ) |   | 770,112    |  |   | -          |   |   | (13,480,729 | )
|                                                                        |   |             |   |   |            |  |   |            |   |   |             |  
|                                                                        | $ | (17,041,652 | ) |   | 12,515,496 |  | $ | (2,421,484 | ) | $ | (9,882,271  | )

The accompanying notes are an integral part of these
consolidated financial statements. - 3 -

---

NWT URANIUM CORP.(FORMERLY NORTHWESTERN MINERAL
VENTURES INC.)(AN EXPLORATION STAGE COMPANY)Consolidated
Statements of Cash Flows(Expressed in Canadian Dollars)

|                                                                                                     |   |            |   |   |             |   |   |             |   |   | Cumulative  |  
|---------------------------------------------------------------------------------------------------- | - | ---------- | - | - | ----------- | - | - | ----------- | - | - | ----------- | -
|                                                                                                     |   |            |   |   |             |   |   |             |   |   | from        |  
|For the years ended December 31,                                                                     |   | 2008       |   |   | 2007        |   |   | 2006        |   |   | inception   |  
|                                                                                                     |   |            |   |   | (Note 17)   |   |   |             |   |   |             |  
|                                                                                                     |   |            |   |   |             |   |   |             |   |   |             |  
|Cash provided by (used
      in)                                                                     |   |            |   |   |             |   |   |             |   |   |             |  
|OPERATING ACTIVITIES                                                                                 |   |            |   |   |             |   |   |             |   |   |             |  
|Net
      (loss) income for the period                                                               | $ | (2,790,811 | ) | $ | 11,745,384  |   | $ | (2,421,484  | ) | $ | 3,598,458   |  
|Stock based compensation
      expense                                                               |   | 448,978    |   |   | 359,082     |   |   | 1,146,144   |   |   | 2,871,855   |  
|Future
      income taxes                                                                            |   | 69,019     |   |   | 353,400     |   |   | (368,856    | ) |   | 8,363       |  
|Interest income received
      and capitalized                                                       |   | 360,077    |   |   | 690,155     |   |   | 391,338     |   |   | 1,441,570   |  
|Gain
      on disposition of Irhazer and In
               Gall Projects, Niger                      |   | -          |   |   | (19,260,008 | ) |   | -           |   |   | (19,260,008 | )
|Loss on
      disposition of fixed assets                                                            |   | 3,856      |   |   | -           |   |   | -           |   |   | 3,856       |  
|Amortization                                                                                         |   | 203,384    |   |   | 120,885     |   |   | 3,826       |   |   | 330,541     |  
|Exploration
      properties and deferred exploration
                expenditures
      written-off |   | -          |   |   | 1,639,305   |   |   | 208,748     |   |   | 2,450,246   |  
|Changes in non-cash working capital items                                                            |   |            |   |   |             |   |   |             |   |   |             |  
|Amounts receivable and prepaid expenses                                                              |   | 75,477     |   |   | (363,346    | ) |   | (25,405     | ) |   | (406,043    | )
|Accounts payable and accrued liabilities                                                             |   | (238,577   | ) |   | 193,614     |   |   | 101,936     |   |   | 165,080     |  
|Income taxes recoverable (payable)                                                                   |   | (4,223,099 | ) |   | 3,312,134   |   |   | -           |   |   | (910,965    | )
|                                                                                                     |   |            |   |   |             |   |   |             |   |   |             |  
|                                                                                                     |   | (6,091,696 | ) |   | (1,209,395  | ) |   | (963,753    | ) |   | (9,707,047  | )
|                                                                                                     |   |            |   |   |             |   |   |             |   |   |             |  
|FINANCING ACTIVITIES                                                                                 |   |            |   |   |             |   |   |             |   |   |             |  
|Issue of
      common shares, net of issue costs                                                     |   | 1,000,000  |   |   | -           |   |   | 17,007,958  |   |   | 21,541,385  |  
|Exercise of warrants                                                                                 |   | -          |   |   | 286,363     |   |   | 732,976     |   |   | 1,240,214   |  
|Exercise of options                                                                                  |   | -          |   |   | 320,000     |   |   | 273,200     |   |   | 935,361     |  
|                                                                                                     |   |            |   |   |             |   |   |             |   |   |             |  
|                                                                                                     |   | 1,000,000  |   |   | 606,363     |   |   | 18,014,134  |   |   | 23,716,960  |  
|                                                                                                     |   |            |   |   |             |   |   |             |   |   |             |  
|INVESTING ACTIVITIES                                                                                 |   |            |   |   |             |   |   |             |   |   |             |  
|Due from Niger Uranium
      Limited                                                                 |   | 576,133    |   |   | (576,133    | ) |   | -           |   |   | -           |  
|Fixed
      asset purchases                                                                          |   | (40,524    | ) |   | (881,955    | ) |   | (157,092    | ) |   | (1,071,970  | )
|Interest in
      exploration properties and
               deferred exploration                     |   | (574,550   | ) |   | (4,477,982  | ) |   | (3,842,406  | ) |   | (9,875,275  | )
|Redemption (purchase) of short-term investment                                                       |   | 12,265,816 |   |   | (2,837,832  | ) |   | (9,250,000  | ) |   | 177,984     |  
|Purchase of investment in
      Niger Uranium Limited                                                |   | (606,150   | ) |   | -           |   |   | -           |   |   | (606,150    | )
|Cash proceeds from disposition of
      Irhazer and In Gall
                Projects, Niger          |   | -          |   |   | 4,800,000   |   |   | -           |   |   | 4,800,000   |  
|                                                                                                     |   |            |   |   |             |   |   |             |   |   |             |  
|                                                                                                     |   | 11,620,725 |   |   | (3,973,902  | ) |   | (13,249,498 | ) |   | (6,575,411  | )
|                                                                                                     |   |            |   |   |             |   |   |             |   |   |             |  
|Change in cash                                                                                       |   | 6,529,029  |   |   | (4,576,934  | ) |   | 3,800,883   |   |   | 7,434,502   |  
|                                                                                                     |   |            |   |   |             |   |   |             |   |   |             |  
|Cash, beginning of period                                                                            |   | 905,473    |   |   | 5,482,407   |   |   | 1,681,524   |   |   | -           |  
|                                                                                                     |   |            |   |   |             |   |   |             |   |   |             |  
|Cash, end of period                                                                                  | $ | 7,434,502  |   | $ | 905,473     |   | $ | 5,482,407   |   | $ | 7,434,502   |  

SUPPLEMENTAL INFORMATION (Note 15)

The accompanying notes are an integral part of these
consolidated financial statements. - 4 -

---



|NWT URANIUM CORP.                                             
|--------------------------------------------------------------
|(FORMERLY NORTHWESTERN MINERAL VENTURES INC.)                 
|(AN EXPLORATION STAGE COMPANY)                                
|Consolidated Statements of Shareholders' Equity               
|(Expressed in Canadian Dollars)                               
|                                                              
|From Inception
      (September 26, 2003) to December 31, 2008



|                                                                                                                 |   |           |   |   |          |   |   |          |   |   |             |   |   | Accumulated   |  |   |             |   |   |            |  
|---------------------------------------------------------------------------------------------------------------- | - | --------- | - | - | -------- | - | - | -------- | - | - | ----------- | - | - | ------------- |  | - | ----------- | - | - | ---------- | -
|                                                                                                                 |   |           |   |   |          |   |   |          |   |   |             |   |   | Other         |  |   |             |   |   |            |  
|                                                                                                                 |   | Common    |   |   | Special  |   |   |          |   |   | Contributed |   |   | Comprehensive |  |   | Accumulated |   |   |            |  
|                                                                                                                 |   | Shares    |   |   | Warrants |   |   | Warrants |   |   | Surplus     |   |   | Income        |  |   | Deficit     |   |   | Total      |  
|                                                                                                                 |   |           |   |   |          |   |   |          |   |   |             |   |   |               |  |   |             |   |   |            |  
|Issue of shares for cash                                                                                         | $ | 101       |   | $ | -        |   | $ | -        |   | $ | -           |   | $ | -             |  | $ | -           |   | $ | 101        |  
|Issue of special warrants for cash                                                                               |   | -         |   |   | 195,409  |   |   | -        |   |   | -           |   |   | -             |  |   | -           |   |   | 195,409    |  
|Loss for the year                                                                                                |   | -         |   |   | -        |   |   | -        |   |   | -           |   |   | -             |  |   | (33,097     | ) |   | (33,097    | )
|                                                                                                                 |   |           |   |   |          |   |   |          |   |   |             |   |   |               |  |   |             |   |   |            |  
|Balance, December 31, 2003                                                                                       |   | 101       |   |   | 195,409  |   |   | -        |   |   | -           |   |   | -             |  |   | (33,097     | ) |   | 162,413    |  
|Public offering, net of issue costs                                                                              |   | 1,321,537 |   |   | -        |   |   | -        |   |   | -           |   |   | -             |  |   | -           |   |   | 1,321,537  |  
|Conversion of special warrants                                                                                   |   | 195,409   |   |   | (195,409 | ) |   | -        |   |   | -           |   |   | -             |  |   | -           |   |   | -          |  
|Flow through private placement, net
           of issue costs                                                    |   | 114,891   |   |   | -        |   |   | -        |   |   | -           |   |   | -             |  |   | -           |   |   | 114,891    |  
|Stock based compensation                                                                                         |   | -         |   |   | -        |   |   | -        |   |   | 424,183     |   |   | -             |  |   | -           |   |   | 424,183    |  
|Private placement, net of issue costs                                                                            |   | 539,911   |   |   | -        |   |   | 256,935  |   |   | -           |   |   | -             |  |   | -           |   |   | 796,846    |  
|Loss for the year                                                                                                |   | -         |   |   | -        |   |   | -        |   |   | -           |   |   | -             |  |   | (1,121,460  | ) |   | (1,121,460 | )
|                                                                                                                 |   |           |   |   |          |   |   |          |   |   |             |   |   |               |  |   |             |   |   |            |  
|Balance, December 31, 2004                                                                                       |   | 2,171,849 |   |   | -        |   |   | 256,935  |   |   | 424,183     |   |   | -             |  |   | (1,154,557  | ) |   | 1,698,410  |  
|Private placement, net of issue costs                                                                            |   | 1,636,155 |   |   | -        |   |   | 222,749  |   |   | -           |   |   | -             |  |   | -           |   |   | 1,858,904  |  
|Exercise of stock options                                                                                        |   | 101,500   |   |   | -        |   |   | -        |   |   | (44,000     | ) |   | -             |  |   | -           |   |   | 57,500     |  
|Flow through tax effect on 
            date of renunciation                                                     |   | (45,200   | ) |   | -        |   |   | -        |   |   | -           |   |   | -             |  |   | -           |   |   | (45,200    | )
|Stock based compensation                                                                                         |   | -         |   |   | -        |   |   | -        |   |   | 493,468     |   |   | -             |  |   | -           |   |   | 493,468    |  
|Exercise of warrants                                                                                             |   | 283,475   |   |   | -        |   |   | (62,600  | ) |   | -           |   |   | -             |  |   | -           |   |   | 220,875    |  
|Shares issued for interest in exploration
           properties and deferred exploration
           expenditures |   | 182,000   |   |   | -        |   |   | -        |   |   | -           |   |   | -             |  |   | -           |   |   | 182,000    |  
|Loss for the year                                                                                                |   | -         |   |   | -        |   |   | -        |   |   | -           |   |   | -             |  |   | (1,780,074  | ) |   | (1,780,074 | )
|                                                                                                                 |   |           |   |   |          |   |   |          |   |   |             |   |   |               |  |   |             |   |   |            |  
|Balance, December
      31, 2005                                                                                 | $ | 4,329,779 |   | $ | -        |   | $ | 417,084  |   | $ | 873,651     |   | $ | -             |  | $ | (2,934,631  | ) | $ | 2,685,883  |  

The accompanying notes are an integral part of these
consolidated financial statements. - 5 -

---



|NWT URANIUM CORP.                                                
|-----------------------------------------------------------------
|(FORMERLY NORTHWESTERN MINERAL VENTURES INC.)                    
|(AN EXPLORATION STAGE COMPANY)                                   
|Consolidated Statements of Shareholders' Equity
      (Continued)
|(Expressed in Canadian Dollars)                                  
|                                                                 
|From Inception
      (September 26, 2003) to December 31, 2008   



|                                                                                                                                    |   |            |   |   |          |  |   |           |   |   |             |   |   | Accumulated   |  |   | Accumulated |   |   |            |  
|----------------------------------------------------------------------------------------------------------------------------------- | - | ---------- | - | - | -------- |  | - | --------- | - | - | ----------- | - | - | ------------- |  | - | ----------- | - | - | ---------- | -
|                                                                                                                                    |   |            |   |   |          |  |   |           |   |   |             |   |   | Other         |  |   | Retained    |   |   |            |  
|                                                                                                                                    |   | Common     |   |   | Special  |  |   |           |   |   | Contributed |   |   | Comprehensive |  |   | Earnings    |   |   |            |  
|                                                                                                                                    |   | Shares     |   |   | Warrants |  |   | Warrants  |   |   | Surplus     |   |   | Income        |  |   | (Deficit)   |   |   | Total      |  
|Balance, December 31, 2005                                                                                                          | $ | 4,329,779  |   | $ | -        |  | $ | 417,084   |   | $ | 873,651     |   | $ | -             |  | $ | (2,934,631  | ) | $ | 2,685,883  |  
|Private placement, net of issue costs                                                                                               |   | 12,555,474 |   |   | -        |  |   | 3,982,884 |   |   | -           |   |   | -             |  |   | -           |   |   | 16,538,358 |  
|Exercise of stock options                                                                                                           |   | 476,800    |   |   | -        |  |   | -         |   |   | (203,600    | ) |   | -             |  |   | -           |   |   | 273,200    |  
|Flow through tax effect on date of renunciation                                                                                     |   | (295,085   | ) |   | -        |  |   | (73,771   | ) |   | -           |   |   | -             |  |   | -           |   |   | (368,856   | )
|Stock based compensation                                                                                                            |   | -          |   |   | -        |  |   | -         |   |   | 1,197,663   |   |   | -             |  |   | -           |   |   | 1,197,663  |  
|Shares issued for interest in exploration                                                                                           |   |            |   |   |          |  |   |           |   |   |             |   |   |               |  |   |             |   |   |            |  
|properties and
      deferred exploration                                                                                           |   |            |   |   |          |  |   |           |   |   |             |   |   |               |  |   |             |   |   |            |  
|expenditures (Notes 6(b)(c)(e))                                                                                                     |   | 469,600    |   |   | -        |  |   | -         |   |   | -           |   |   | -             |  |   | -           |   |   | 469,600    |  
|Exercise of warrants                                                                                                                |   | 941,458    |   |   | -        |  |   | (208,482  | ) |   | -           |   |   | -             |  |   | -           |   |   | 732,976    |  
|Expired warrants                                                                                                                    |   | -          |   |   | -        |  |   | (167,733  | ) |   | 167,733     |   |   | -             |  |   | -           |   |   | -          |  
|Loss for the year                                                                                                                   |   | -          |   |   | -        |  |   | -         |   |   | -           |   |   | -             |  |   | (2,421,484  | ) |   | (2,421,484 | )
|                                                                                                                                    |   |            |   |   |          |  |   |           |   |   |             |   |   |               |  |   |             |   |   |            |  
|Balance, December 31, 2006                                                                                                          |   | 18,478,026 |   |   | -        |  |   | 3,949,982 |   |   | 2,035,447   |   |   | -             |  |   | (5,356,115  | ) |   | 19,107,340 |  
|Shares issued for interest in exploration
           properties and deferred exploration
           expenditures (Notes 6(b)(f)(g)) |   | 229,500    |   |   | -        |  |   | -         |   |   | -           |   |   | -             |  |   | -           |   |   | 229,500    |  
|Exercise of options                                                                                                                 |   | 320,000    |   |   | -        |  |   | -         |   |   | -           |   |   | -             |  |   | -           |   |   | 320,000    |  
|Fair value of option exercise                                                                                                       |   | 217,500    |   |   | -        |  |   | -         |   |   | (217,500    | ) |   | -             |  |   | -           |   |   | -          |  
|Exercise of warrants                                                                                                                |   | 286,363    |   |   | -        |  |   | -         |   |   | -           |   |   | -             |  |   | -           |   |   | 286,363    |  
|Fair value of warrant exercise                                                                                                      |   | 43,454     |   |   | -        |  |   | (43,454   | ) |   | -           |   |   | -             |  |   | -           |   |   | -          |  
|Expired warrants                                                                                                                    |   | -          |   |   | -        |  |   | (767,628  | ) |   | 767,628     |   |   | -             |  |   | -           |   |   | -          |  
|Stock based compensation (Note 9)                                                                                                   |   | -          |   |   | -        |  |   | -         |   |   | 359,082     |   |   | -             |  |   | -           |   |   | 359,082    |  
|Net unrealized gain on available-for-sale
           long-term investment                                                           |   | -          |   |   | -        |  |   | -         |   |   | -           |   |   | 770,112       |  |   | -           |   |   | 770,112    |  
|Income for the
      period                                                                                                         |   | -          |   |   | -        |  |   | -         |   |   | -           |   |   | -             |  |   | 11,745,384  |   |   | 11,745,384 |  
|                                                                                                                                    |   |            |   |   |          |  |   |           |   |   |             |   |   |               |  |   |             |   |   |            |  
|Balance, December
      31, 2007                                                                                                    | $ | 19,574,843 |   | $ | -        |  | $ | 3,138,900 |   | $ | 2,944,657   |   | $ | 770,112       |  | $ | 6,389,269   |   | $ | 32,817,781 |  

The accompanying notes are an integral part of these
consolidated financial statements. - 6 -

---



|NWT URANIUM CORP.                                                
|-----------------------------------------------------------------
|(FORMERLY NORTHWESTERN MINERAL VENTURES INC.)                    
|(AN EXPLORATION STAGE COMPANY)                                   
|Consolidated Statements of Shareholders' Equity
      (Continued)
|(Expressed in Canadian Dollars)                                  
|                                                                 
|From Inception
      (September 26, 2003) to December 31, 2008   



|                                                                                                                               |   |            |  |   |          |  |   |            |   |   |             |  |       | Accumulated     |       |       | Accumulated   |   |   |             |  
|------------------------------------------------------------------------------------------------------------------------------ | - | ---------- |  | - | -------- |  | - | ---------- | - | - | ----------- |  | ----- | --------------- | ----- | ----- | ------------- | - | - | ----------- | -
|                                                                                                                               |   |            |  |   |          |  |   |            |   |   |             |  |       | Other           |       |       | Retained      |   |   |             |  
|                                                                                                                               |   | Common     |  |   | Special  |  |   |            |   |   | Contributed |  |       | Comprehensive   |       |       | Earnings      |   |   |             |  
|                                                                                                                               |   | Shares     |  |   | Warrants |  |   | Warrants   |   |   | Surplus     |  |       | Income          |       |       | (Deficit)     |   |   | Total       |  
|                                                                                                                               |   |            |  |   |          |  |   |            |   |   |             |  |       |                 |       |       |               |   |   |             |  
|Balance, December 31, 2007                                                                                                     | $ | 19,574,843 |  | $ | -        |  | $ | 3,138,900  |   | $ | 2,944,657   |  | $     | 770,112         |       | $     | 6,389,269     |   | $ | 32,817,781  |  
|Shares issued for interest in
      exploration      properties and deferred
      exploration       expenditures (Notes 6(g)) |   | 59,000     |  |   | -        |  |   | -          |   |   | -           |  |       | -               |       |       | -             |   |   | 59,000      |  
|Private placement (Note 7(b))                                                                                                  |   | 1,000,000  |  |   | -        |  |   | -          |   |   | -           |  |       | -               |       |       | -             |   |   | 1,000,000   |  
|Expired warrants                                                                                                               |   | -          |  |   | -        |  |   | (3,138,900 | ) |   | 3,138,900   |  |       | -               |       |       | -             |   |   | -           |  
|Stock based compensation (Note 9)                                                                                              |   | -          |  |   | -        |  |   | -          |   |   | 448,978     |  |       | -               |       |       | -             |   |   | 448,978     |  
|Net unrealized (loss) on available-for-sale
           long-term investment                                                    |   | -          |  |   | -        |  |   | -          |   |   | -           |  |       | (14,250,841     | )     |       | -             |   |   | (14,250,841 | )
|Loss for the period                                                                                                            |   | -          |  |   | -        |  |   | -          |   |   | -           |  |       | -               |       |       | (2,790,811    | ) |   | (2,790,811  | )
|                                                                                                                               |   |            |  |   |          |  |   |            |   |   |             |  |       |                 |       |       |               |   |   |             |  
|Balance, December 31, 2008                                                                                                     | $ | 20,633,843 |  | $ | -        |  | $ | -          |   | $ | 6,532,535   |  | **$** | **(13,480,729** | **)** | **$** | **3,598,458** |   | $ | 17,284,107  |  

The accompanying notes are an integral part of these
consolidated financial statements. - 7 -

---

NWT URANIUM CORP.(FORMERLY NORTHWESTERN MINERAL
VENTURES INC.)(AN EXPLORATION STAGE COMPANY)Consolidated
Statements of Interest in Exploration Properties and Deferred ExplorationExpenditures(Expressed in Canadian Dollars)

|                                       |   |           |   |   |           |   |   |           |   |   | Cumulative |  
|-------------------------------------- | - | --------- | - | - | --------- | - | - | --------- | - | - | ---------- | -
|                                       |   |           |   |   |           |   |   |           |   |   | from       |  
|For the years
      ended December 31, |   | 2008      |   |   | 2007      |   |   | 2006      |   |   | inception  |  
|                                       |   |           |   |   |           |   |   |           |   |   |            |  
|Bear Project, Canada (Note 6(a))       |   |           |   |   |           |   |   |           |   |   |            |  
|Opening balance                        | $ | -         |   | $ | -         |   | $ | -         |   | $ | -          |  
|                                       |   |           |   |   |           |   |   |           |   |   |            |  
|Transportation                         |   | -         |   |   | -         |   |   | -         |   |   | 222,287    |  
|Drilling                               |   | -         |   |   | -         |   |   | -         |   |   | 85,865     |  
|Acquisition costs                      |   | -         |   |   | -         |   |   | -         |   |   | 62,506     |  
|Camp costs                             |   | -         |   |   | -         |   |   | -         |   |   | 60,671     |  
|Project
      management fees          |   | -         |   |   | -         |   |   | -         |   |   | 40,759     |  
|Labour                                 |   | -         |   |   | -         |   |   | -         |   |   | 29,741     |  
|Geological, reports and maps           |   | -         |   |   | -         |   |   | -         |   |   | 9,223      |  
|Consulting fees                        |   | -         |   |   | -         |   |   | -         |   |   | 23,613     |  
|General                                |   | -         |   |   | -         |   |   | -         |   |   | 63,004     |  
|Analysis and assays                    |   | -         |   |   | -         |   |   | -         |   |   | 12,466     |  
|Interest income                        |   | -         |   |   | -         |   |   | -         |   |   | (7,942     | )
|                                       |   |           |   |   |           |   |   |           |   |   |            |  
|Activity
      during the year         |   | -         |   |   | -         |   |   | -         |   |   | 602,193    |  
|Write-off of Bear Project              |   | -         |   |   | -         |   |   | -         |   |   | (602,193   | )
|                                       |   |           |   |   |           |   |   |           |   |   |            |  
|Closing balance                        | $ | -         |   | $ | -         |   | $ | -         |   | $ | -          |  
|                                       |   |           |   |   |           |   |   |           |   |   |            |  
|Picachos Project, Mexico (Note 6(b))   |   |           |   |   |           |   |   |           |   |   |            |  
|Opening balance                        | $ | 1,990,494 |   | $ | 1,260,664 |   | $ | 750,906   |   | $ | -          |  
|                                       |   |           |   |   |           |   |   |           |   |   |            |  
|Geological, reports and maps           |   | -         |   |   | 119       |   |   | 65,994    |   |   | 201,664    |  
|Geology                                |   | 118,804   |   |   | 19,982    |   |   | -         |   |   | 138,786    |  
|Labour                                 |   | -         |   |   | -         |   |   | -         |   |   | 8,830      |  
|Earthwork and roads                    |   | 26,690    |   |   | 81,101    |   |   | 6,017     |   |   | 113,808    |  
|Environment                            |   | 34,119    |   |   | 6,896     |   |   | -         |   |   | 41,015     |  
|Line and grid cutting                  |   | -         |   |   | -         |   |   | 15,121    |   |   | 15,121     |  
|Geophysics                             |   | 3,835     |   |   | 63,448    |   |   | 87,756    |   |   | 155,039    |  
|Geochemistry                           |   | -         |   |   | 4,524     |   |   | -         |   |   | 4,524      |  
|Camp
      costs                       |   | 1,629     |   |   | 2,401     |   |   | 21,202    |   |   | 31,172     |  
|Transportation                         |   | -         |   |   | -         |   |   | 1,022     |   |   | 6,386      |  
|Management fees                        |   | -         |   |   | -         |   |   | -         |   |   | 8,965      |  
|Professional fees                      |   | -         |   |   | -         |   |   | 3,604     |   |   | 12,139     |  
|Drilling                               |   | 40,226    |   |   | 379,691   |   |   | 2,285     |   |   | 425,607    |  
|Option payments                        |   | 15,609    |   |   | 15,570    |   |   | 403,904   |   |   | 549,083    |  
|Staking                                |   | 27,373    |   |   | 4,070     |   |   | -         |   |   | 47,369     |  
|General                                |   | 14,410    |   |   | 27,976    |   |   | 689       |   |   | 71,596     |  
|Analysis
      and assaying            |   | -         |   |   | -         |   |   | -         |   |   | 127,346    |  
|Exploration advance                    |   | -         |   |   | -         |   |   | -         |   |   | 297,739    |  
|Property
      payments                |   | -         |   |   | 214,000   |   |   | -         |   |   | 214,000    |  
|Interest income                        |   | (154,292  | ) |   | (89,948   | ) |   | (97,836   | ) |   | (351,292   | )
|                                       |   |           |   |   |           |   |   |           |   |   |            |  
|Activity during the year               |   | 128,403   |   |   | 729,830   |   |   | 509,758   |   |   | 2,118,897  |  
|                                       |   |           |   |   |           |   |   |           |   |   |            |  
|Closing balance                        | $ | 2,118,897 |   | $ | 1,990,494 |   | $ | 1,260,664 |   | $ | 2,118,897  |  

The accompanying notes are an integral part of these
consolidated financial statements. - 8 -

---

NWT URANIUM CORP.(FORMERLY NORTHWESTERN MINERAL
VENTURES INC.)(AN EXPLORATION STAGE COMPANY)Consolidated
Statements of Interest in Exploration Properties and Deferred ExplorationExpenditures (Continued)(Expressed in Canadian Dollars)

|                                            |   |      |  |   |            |   |   |          |   |   | Cumulative |  
|------------------------------------------- | - | ---- |  | - | ---------- | - | - | -------- | - | - | ---------- | -
|                                            |   |      |  |   |            |   |   |          |   |   | from       |  
|For the years
      ended December 31,      |   | 2008 |  |   | 2007       |   |   | 2006     |   |   | inception  |  
|                                            |   |      |  |   |            |   |   |          |   |   |            |  
|Waterbury Project, Canada (Note 6(c))       |   |      |  |   |            |   |   |          |   |   |            |  
|Opening balance                             | $ | -    |  | $ | 939,967    |   | $ | 169,747  |   | $ | -          |  
|                                            |   |      |  |   |            |   |   |          |   |   |            |  
|Assays                                      |   | -    |  |   | -          |   |   | 5,464    |   |   | 5,464      |  
|Geological, reports and
      maps          |   | -    |  |   | 810        |   |   | 4,597    |   |   | 82,104     |  
|Drilling                                    |   | -    |  |   | 294,548    |   |   | 221,912  |   |   | 516,460    |  
|Geophysics                                  |   | -    |  |   | 105,885    |   |   | 328,996  |   |   | 434,881    |  
|Labour                                      |   | -    |  |   | -          |   |   | 69,500   |   |   | 69,500     |  
|Professional fees                           |   | -    |  |   | -          |   |   | 10,799   |   |   | 10,799     |  
|Management fees                             |   | -    |  |   | -          |   |   | 73,478   |   |   | 73,478     |  
|Operating costs                             |   | -    |  |   | -          |   |   | 118,846  |   |   | 118,846    |  
|Option
      payment                        |   | -    |  |   | 25,000     |   |   | 79,000   |   |   | 197,050    |  
|Administration                              |   | -    |  |   | 110,880    |   |   | -        |   |   | 110,880    |  
|Termination payment                         |   | -    |  |   | 252,358    |   |   | -        |   |   | 252,358    |  
|Government assistance                       |   | -    |  |   | (3,378     | ) |   | (44,536  | ) |   | (47,914    | )
|Interest income                             |   | -    |  |   | (86,765    | ) |   | (97,836  | ) |   | (184,601   | )
|                                            |   |      |  |   |            |   |   |          |   |   |            |  
|Activity
      during the year              |   | -    |  |   | 699,338    |   |   | 770,220  |   |   | 1,639,305  |  
|Write-off of Waterbury Project              |   | -    |  |   | (1,639,305 | ) |   | -        |   |   | (1,639,305 | )
|                                            |   |      |  |   |            |   |   |          |   |   |            |  
|Closing balance                             | $ | -    |  | $ | -          |   | $ | 939,967  |   | $ | -          |  
|                                            |   |      |  |   |            |   |   |          |   |   |            |  
|Fire Fly Project, United States (Note 6(d)) |   |      |  |   |            |   |   |          |   |   |            |  
|Opening balance                             | $ | -    |  | $ | -          |   | $ | 114,697  |   | $ | -          |  
|                                            |   |      |  |   |            |   |   |          |   |   |            |  
|Geological, reports and maps                |   | -    |  |   | -          |   |   | 16,226   |   |   | 34,692     |  
|Professional fees                           |   | -    |  |   | -          |   |   | -        |   |   | 8,173      |  
|Option
      payment                        |   | -    |  |   | -          |   |   | -        |   |   | 58,485     |  
|Exploration advance                         |   | -    |  |   | -          |   |   | -        |   |   | 7,500      |  
|Consulting                                  |   | -    |  |   | -          |   |   | 20,727   |   |   | 23,707     |  
|Claim staking                               |   | -    |  |   | -          |   |   | 4,384    |   |   | 22,238     |  
|Field
      expenses                        |   | -    |  |   | -          |   |   | 1,659    |   |   | 1,659      |  
|Geotechnician                               |   | -    |  |   | -          |   |   | 8,588    |   |   | 8,588      |  
|General                                     |   | -    |  |   | -          |   |   | 8,017    |   |   | 8,102      |  
|Travel and accommodation                    |   | -    |  |   | -          |   |   | 3,537    |   |   | 4,691      |  
|Rentals                                     |   | -    |  |   | -          |   |   | 4,586    |   |   | 4,586      |  
|Interest income                             |   | -    |  |   | -          |   |   | (19,175  | ) |   | (19,175    | )
|                                            |   |      |  |   |            |   |   |          |   |   |            |  
|Activity during the year                    |   | -    |  |   | -          |   |   | 48,549   |   |   | 163,246    |  
|Write-off of Fire Fly
      Project         |   | -    |  |   | -          |   |   | (163,246 | ) |   | (163,246   | )
|                                            |   |      |  |   |            |   |   |          |   |   |            |  
|Closing balance                             | $ | -    |  | $ | -          |   | $ | -        |   | $ | -          |  

The accompanying notes are an integral part of these
consolidated financial statements. - 9 -

---

NWT URANIUM CORP.(FORMERLY NORTHWESTERN MINERAL
VENTURES INC.)(AN EXPLORATION STAGE COMPANY)Consolidated
Statements of Interest in Exploration Properties and Deferred ExplorationExpenditures (Continued)(Expressed in Canadian Dollars)

|                                                                                     |   |            |   |   |            |   |   |           |   |   | Cumulative |  
|------------------------------------------------------------------------------------ | - | ---------- | - | - | ---------- | - | - | --------- | - | - | ---------- | -
|                                                                                     |   |            |   |   |            |   |   |           |   |   | from       |  
|For the years
      ended December 31,                                               |   | 2008       |   |   | 2007       |   |   | 2006      |   |   | inception  |  
|                                                                                     |   |            |   |   |            |   |   |           |   |   |            |  
|Irhazer and In Gall Projects, Niger (Note 6(e) and Note
      11)                    |   |            |   |   |            |   |   |           |   |   |            |  
|Opening balance                                                                      | $ | -          |   | $ | 1,097,599  |   | $ | 40,351    |   | $ | -          |  
|                                                                                     |   |            |   |   |            |   |   |           |   |   |            |  
|Project
      administration costs                                                   |   | -          |   |   | 117,058    |   |   | 284,828   |   |   | 442,237    |  
|Acquisition costs                                                                    |   | -          |   |   | -          |   |   | 223,848   |   |   | 223,848    |  
|Camp
      costs                                                                     |   | -          |   |   | 10,532     |   |   | 6,606     |   |   | 17,138     |  
|Drilling                                                                             |   | -          |   |   | 22,294     |   |   | -         |   |   | 22,294     |  
|Environmental                                                                        |   | -          |   |   | 105,386    |   |   | 96,516    |   |   | 201,902    |  
|Geological                                                                           |   | -          |   |   | 70,987     |   |   | 17,248    |   |   | 88,235     |  
|Geochemistry                                                                         |   | -          |   |   | 6,760      |   |   | -         |   |   | 6,760      |  
|Geophysical                                                                          |   | -          |   |   | 200,967    |   |   | 98,982    |   |   | 299,949    |  
|Line and
      grid cutting                                                          |   | -          |   |   | 16,018     |   |   | 4,390     |   |   | 20,408     |  
|Surveys                                                                              |   | -          |   |   | -          |   |   | 422,666   |   |   | 422,666    |  
|Recovery
      of costs                                                              |   | -          |   |   | (112,797   | ) |   | -         |   |   | (112,797   | )
|Interest income                                                                      |   | -          |   |   | (204,307   | ) |   | (97,836   | ) |   | (302,143   | )
|Disposal
      of Irhazer and In
                      
      Gall Projects (Note 9) |   | -          |   |   | (1,330,497 | ) |   | -         |   |   | (1,330,497 | )
|                                                                                     |   |            |   |   |            |   |   |           |   |   |            |  
|Activity during the year                                                             |   | -          |   |   | (1,097,599 | ) |   | 1,057,248 |   |   | -          |  
|                                                                                     |   |            |   |   |            |   |   |           |   |   |            |  
|Closing balance                                                                      | $ | -          |   | $ | -          |   | $ | 1,097,599 |   | $ | -          |  
|                                                                                     |   |            |   |   |            |   |   |           |   |   |            |  
|North Rae Uranium Project, Canada (Note
      6(f))                                  |   |            |   |   |            |   |   |           |   |   |            |  
|Opening balance                                                                      | $ | 2,999,163  |   | $ | 889,200    |   | $ | -         |   | $ | -          |  
|                                                                                     |   |            |   |   |            |   |   |           |   |   |            |  
|Camp costs                                                                           |   | -          |   |   | 32,170     |   |   | -         |   |   | 32,170     |  
|Drilling                                                                             |   | 48,093     |   |   | 285,376    |   |   | -         |   |   | 333,469    |  
|Environment                                                                          |   | 3,150      |   |   | 3,050      |   |   | -         |   |   | 6,200      |  
|Geophysical                                                                          |   | 16,291     |   |   | 179,535    |   |   | 11,802    |   |   | 207,628    |  
|Geochemical                                                                          |   | -          |   |   | 5,062      |   |   | -         |   |   | 5,062      |  
|Geology                                                                              |   | 40,418     |   |   | 1,693,006  |   |   | -         |   |   | 1,733,424  |  
|Exploration                                                                          |   | -          |   |   | -          |   |   | 716,190   |   |   | 716,190    |  
|Staking                                                                              |   | 68,442     |   |   | 4,080      |   |   | 81,950    |   |   | 154,472    |  
|Acquisition costs                                                                    |   | 30,000     |   |   | 83,270     |   |   | 97,084    |   |   | 210,354    |  
|Professional fees                                                                    |   | 16,432     |   |   | 1,658      |   |   | 56,806    |   |   | 74,896     |  
|Survey costs                                                                         |   | -          |   |   | 63,435     |   |   | -         |   |   | 63,435     |  
|Administration                                                                       |   | 9,363      |   |   | 14,170     |   |   | 4,023     |   |   | 27,556     |  
|Quebec government
      assistance recovery                                          |   | (1,392,825 | ) |   | -          |   |   | -         |   |   | (1,392,825 | )
|Interest income                                                                      |   | (131,120   | ) |   | (254,849   | ) |   | (78,655   | ) |   | (464,624   | )
|                                                                                     |   |            |   |   |            |   |   |           |   |   |            |  
|Activity during the year                                                             |   | (1,291,756 | ) |   | 2,109,963  |   |   | 889,200   |   |   | 1,707,407  |  
|                                                                                     |   |            |   |   |            |   |   |           |   |   |            |  
|Closing balance                                                                      | $ | 1,707,407  |   | $ | 2,999,163  |   | $ | 889,200   |   | $ | 1,707,407  |  

The accompanying notes are an integral part of these
consolidated financial statements. - 10 -

---

NWT URANIUM CORP.(FORMERLY NORTHWESTERN MINERAL
VENTURES INC.)(AN EXPLORATION STAGE COMPANY)Consolidated
Statements of Interest in Exploration Properties and Deferred ExplorationExpenditures (Continued)(Expressed in Canadian Dollars)

|                                                |   |           |   |   |           |   |   |           |  |   | Cumulative |  
|----------------------------------------------- | - | --------- | - | - | --------- | - | - | --------- |  | - | ---------- | -
|                                                |   |           |   |   |           |   |   |           |  |   | from       |  
|For the years
      ended December 31,          |   | 2008      |   |   | 2007      |   |   | 2006      |  |   | inception  |  
|                                                |   |           |   |   |           |   |   |           |  |   |            |  
|Daniel Lake Uranium Project, Canada (Note 6(g)) |   |           |   |   |           |   |   |           |  |   |            |  
|Opening balance                                 | $ | 350,304   |   | $ | -         |   | $ | -         |  | $ | -          |  
|                                                |   |           |   |   |           |   |   |           |  |   |            |  
|Staking                                         |   | -         |   |   | 40,260    |   |   | -         |  |   | 40,260     |  
|Professional fees                               |   | 16,228    |   |   | 2,785     |   |   | -         |  |   | 19,013     |  
|Acquisition costs                               |   | 108,401   |   |   | 127,754   |   |   | -         |  |   | 236,155    |  
|Survey costs                                    |   | 2,372     |   |   | 219,605   |   |   | -         |  |   | 221,977    |  
|Geophysical                                     |   | 2,411     |   |   | 4,220     |   |   | -         |  |   | 6,631      |  
|Geochemistry                                    |   | -         |   |   | 760       |   |   | -         |  |   | 760        |  
|Geology                                         |   | 3,096     |   |   | 8,018     |   |   | -         |  |   | 11,114     |  
|Administration                                  |   | 9,788     |   |   | 1,188     |   |   | -         |  |   | 10,976     |  
|Quebec
      government assistance recovery     |   | (252,172  | ) |   | -         |   |   | -         |  |   | (252,172   | )
|Interest income                                 |   | (74,665   | ) |   | (54,286   | ) |   | -         |  |   | (128,951   | )
|                                                |   |           |   |   |           |   |   |           |  |   |            |  
|Activity during the year                        |   | (184,541  | ) |   | 350,304   |   |   | -         |  |   | 165,763    |  
|                                                |   |           |   |   |           |   |   |           |  |   |            |  
|Closing balance                                 | $ | 165,763   |   | $ | 350,304   |   | $ | -         |  | $ | 165,763    |  
|                                                |   |           |   |   |           |   |   |           |  |   |            |  
|TOTAL                                           | $ | 3,992,067 |   | $ | 5,339,961 |   | $ | 4,187,430 |  | $ | 3,992,067  |  

The accompanying notes are an integral part of these
consolidated financial statements.- 11 -

---



|NWT URANIUM CORP.                                         
|----------------------------------------------------------
|(FORMERLY NORTHWESTERN MINERAL VENTURES INC.)             
|(AN EXPLORATION STAGE COMPANY)                            
|Notes to Consolidated Financial Statements                
|(Expressed in Canadian Dollars)                           
|                                                          
|For the years
      ended December 31, 2008, 2007 and 2006

1.      NATURE OF
OPERATIONS

NWT Uranium Corp. (formerly Northwestern Mineral Ventures Inc.)
(the "Company" or "NWT") was incorporated under the laws of the Province of
Ontario, Canada by Articles of Incorporation dated September 26, 2003. The
Company, which is in the development stage as defined by the Canadian Institute
of Chartered Accountants ("CICA") Accounting Guideline 11 "Enterprises in the
Development Stage", is engaged in the acquisition, exploration and development
of mineral resource properties with a focus on uranium. As of December 31, 2008,
the Company has interests in Canada, Niger and Mexico. The Company is in the
process of exploring its exploration properties for mineral resources and has
not determined whether the properties contain economically recoverable reserves.
The recovery of the amounts shown for the exploration properties and the related
deferred expenditures is dependent upon the existence of economically
recoverable reserves, confirmation of the Company's interest in the underlying
mineral claims, the ability of the Company to obtain necessary financing to
complete the exploration, and upon future profitable production.

The business of mining and exploring for minerals involves a
high degree of risk and there can be no assurance that current exploration
programs will result in profitable mining operations. The recoverability of the
carrying values of exploration properties and deferred exploration expenditures
and the Companys continued existence is dependent upon the preservation of its
interest in the underlying properties, the discovery of economically recoverable
reserves, the achievement of profitable operations and the ability of the
Company to obtain financing necessary to complete development of the properties,
or alternatively, upon the Companys ability to dispose of its interests on an
advantageous basis. Changes in future conditions could require material write
downs of the carrying values. Some of the Companys exploration properties are
located outside of Canada and are subject to the risk of foreign investment,
including increases in taxes and royalties, renegotiation of contracts, currency
exchange fluctuations and political uncertainty.

Although the Company has taken steps to verify title to the
properties on which it is conducting exploration and in which it has an
interest, in accordance with industry standards for the current stage of
exploration of such properties, these procedures do not guarantee the Companys
title. Property title may be subject to unregistered prior agreements and
non-compliance with regulatory requirements.

As at December 31, 2008, the Company had cash of $7,434,502
(2007 - $905,473), short term investments of $52,724 (2007 - $12,318,540) and
working capital of $10,089,574 (2007 - $10,340,862). Management of the Company
believes that it has sufficient funds to pay its ongoing work commitments,
administrative expenses and its liabilities for the ensuing period as they fall
due.

2.      SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES

The accounting policies of the Company are in accordance with
Canadian generally accepted accounting principles and their basis of application
is consistent with that of the previous year except as disclosed below. These
policies conform, in all material respects, with United States generally
accepted accounting principles ("US GAAP"), except as discussed in Note 14.
Outlined below are those policies considered particularly significant.

Basis of Consolidation

The consolidated financial statements include the accounts of
the Company and its wholly-owned subsidiary, Northwest Mineral Mexico, S.A. de
C.V. All material inter-company balances and transactions have been eliminated.
All references to the Company should be treated as references to the Company and
its subsidiary.

- 12 -

---



|NWT URANIUM CORP.                                         
|----------------------------------------------------------
|(FORMERLY NORTHWESTERN MINERAL VENTURES INC.)             
|(AN EXPLORATION STAGE COMPANY)                            
|Notes to Consolidated Financial Statements                
|(Expressed in Canadian Dollars)                           
|                                                          
|For the years ended
      December 31, 2008, 2007 and 2006

2.      SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (continued)

Short term InvestmentsShort-term investments are
comprised of highly liquid Canadian dollar denominated guaranteed investment
certificates with terms to maturity of greater than 90 days but not more than
one year. Short-term investments are carried at their fair value and are
classified as held-for-trading. As at December, 31, 2008, short term investments
consisted of the following items:

|Guaranteed Investment Certificate, due June 11, 2009
      interest rate - 1.95% | $ | 52,724 | 
|-------------------------------------------------------------------------------- | - | ------ | 

As at December 31, 2007, the Company had $51,202 and
$12,267,338 Guaranteed Investment Certificate bearing interest at 4.30% and
4.40% maturing June 11, and July 26, 2008 respectively.

Fixed AssetsFixed assets are recorded at cost.
Amortization is recorded on the declining balance basis at the following annual
rates:

Computer equipment
    30%Furniture and fixtures
    20%Field equipment
    20%Vehicle
    30%


Interest in Exploration Properties and Deferred Exploration
ExpendituresOn March 27, 2009, the Emerging Issues Committee issued
EIC-174, Mining Exploration Costs. This new EIC provides additional guidance in
light of the potential adverse impact of the current economic and financial
turmoil on the carrying value of the deferred exploration costs. The EIC is
effective for financial statements issued on or after March 27, 2009 and as such
applies to the Companys deferred exploration expenditure costs as at December
31, 2008. Management applied a market approach in its review using data from
third party reports on the Companys exploration properties in conjunction with
values of property transactions in the same geographical area where the
Companys properties are located. The approach resulted in a range of estimated
recoverable amounts. The carrying amounts of deferred exploration costs on
properties were not in excess of their estimated recoverable amounts. Interest
in exploration properties and deferred exploration expenditures are carried at
cost until they are brought into production, at which time they are depleted on
a unit-of production method based on proven and probable reserves. If a property
is subsequently determined not to be economic, the property and related deferred
costs are written down to net realizable value. Other general exploration
expenses are charged to operations as incurred. The cost of exploration
properties abandoned or sold and their related deferred exploration costs are
charged to operations at the time of abandonment or sale.

Costs include the cash consideration and the fair market value
of the shares issued for the acquisition of exploration properties. Properties
acquired under option agreements or by joint ventures, whereby payments are made
at the sole discretion of the Company, are recorded in the accounts at the time
of payment.

The Company qualifies for mineral exploration assistance
programs associated with the exploration and development of mineral properties
located in Quebec. Recoverable amounts are offset against deferred exploration
costs incurred when the Company has complied with the terms and conditions of
the program and the recovery is reasonably assured.

The Company capitalizes interest income earned from cash and
short-term investments to its properties.

- 13 -

---



|NWT URANIUM CORP.                                         
|----------------------------------------------------------
|(FORMERLY NORTHWESTERN MINERAL VENTURES INC.)             
|(AN EXPLORATION STAGE COMPANY)                            
|Notes to Consolidated Financial Statements                
|(Expressed in Canadian Dollars)                           
|                                                          
|For the years ended
      December 31, 2008, 2007 and 2006

2.      SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (continued)

Asset Retirement Obligations

The fair values of asset retirement obligations are recorded as
liabilities on a discounted basis when they are incurred. Amounts recorded for
the related assets are increased by the amount of these obligations. Over time,
the liabilities will be accreted for the change in their present value and the
initial capitalized costs will be depleted and amortized over the useful lives
of the related assets. The Company did not have any asset retirement obligations
as at December 31, 2008, 2007 and 2006.

Flow-Through Financing

The Company has financed a portion of its exploration
activities through the issue of flow-through shares, which transfers the tax
deductibility of exploration expenditures to the investor. Proceeds received on
the issue of such shares have been credited to share capital and the related
exploration costs have been charged to exploration properties.

Resource expenditure deductions for income tax purposes related
to exploration and development activities funded by flow-through share
arrangements are renounced to investors in accordance with income tax
legislation. When these expenditures are renounced, temporary taxable
differences created by the renunciation will reduce share capital.

Stock Based Compensation Plan

The Company has a stock option plan that is described in Note
9. The fair value of any stock options granted to directors, officers,
consultants and employees is recorded as an expense over the vesting period with
a corresponding increase recorded to contributed surplus. The fair value of the
stock based compensation is determined using the Black-Scholes option pricing
model and management's assumptions are disclosed in Note 9. Upon exercise of the
stock options, consideration paid by the option holder together with the amount
previously recognized in contributed surplus is recorded as an increase to share
capital.

Income Taxes

The Company uses the future income tax asset and liability
method of accounting for income taxes. Under this method of tax allocation,
future income taxes are determined based on the differences between the
financial reporting and tax bases of assets and liabilities. These income tax
assets and liabilities are measured using the substantively enacted tax rates in
which the income tax assets or liabilities are expected to be settled or
realized. A valuation allowance is provided to the extent that it is more likely
than not that future income tax assets will not be realized.

Impairment of Long-Lived Assets

The Company reviews and evaluates its long-lived assets for
impairment when events or changes in circumstances indicate that the related
carrying amounts may not be recoverable. An impairment is considered to exist if
total estimated future cash flows on an undiscounted basis are less than the
carrying amount of the asset. An impairment loss is measured and recorded based
on the estimated fair value of the assets. Assumptions underlying future cash
flow estimates are subject to risks and uncertainties. Any differences between
significant assumptions used and actual market conditions and/or the Company's
performance could have a material effect on the Company's financial position and
results of operations.

(Loss) Income Per Common Share

Basic (loss) income per share is computed by dividing the
(loss) income for the year by the weighted average number of common shares
outstanding during the year, including contingently issuable shares which are
included when the conditions necessary for issuance have been met. Diluted
(loss) income per share is calculated in a similar manner, except that the
weighted average number of common shares outstanding is increased to include
potentially issuable common shares from the assumed exercise of common share
purchase options and warrants, if dilutive. The number of additional shares
included in the calculation is based on the treasury stock method for options
and warrants.

- 14 -

---



|NWT URANIUM CORP.                                         
|----------------------------------------------------------
|(FORMERLY NORTHWESTERN MINERAL VENTURES INC.)             
|(AN EXPLORATION STAGE COMPANY)                            
|Notes to Consolidated Financial Statements                
|(Expressed in Canadian Dollars)                           
|                                                          
|For the years ended
      December 31, 2008, 2007 and 2006

2.       SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (continued)

Foreign Currency Translation

The Companys functional and reporting currency is the Canadian
dollar. All of the Company's subsidiary operations are classified as integrated
for foreign currency translation purposes. Foreign currency monetary assets and
liabilities are translated at the year end exchange rate. Non-monetary assets,
as well as revenue and expense transactions denominated in foreign currencies
are translated at the rate prevailing at the time of the transaction.
Translation gains or losses are recognized in operations for the period in which
they occur. Unless otherwise stated, all amounts are in Canadian dollars.

Measurement Uncertainty

The preparation of financial statements in conformity with
Canadian generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the related reported amounts of revenue and expense
during the reporting period. The most significant estimates are related to the
recoverability of exploration expenditures, stock based compensation, and future
tax assets and liabilities. Actual results could differ from those estimates.
Management believes that the estimates are reasonable.

Financial Instruments and Comprehensive (Loss) Income

All financial instruments are classified into one of the
following five categories: held-for-trading, held-to-maturity, loans and
receivables, available-for-sale financial assets or other financial liabilities.
All financial instruments are required to be measured at fair value on initial
recognition. Subsequent measurement and changes in fair value will depend on
their initial classification, as follows: held-for-trading financial assets are
measured at fair value and changes in fair value are recognized in the statement
of operations in the period in which they arise; available-for-sale financial
instruments are measured at fair value with changes in fair value recorded in
other comprehensive income until the investment is de-recognized or impaired at
which time the amounts would be recorded in the statement of operations.
Financial instruments classified as held-to-maturity, loans and receivables, and
other financial liabilities are subsequently measured at amortized cost.

The Company has made the following classifications:

Cash
    Held-for-tradingShort term investments
    Held-for-tradingDue from Niger Uranium Limited
    Loans and ReceivablesAmounts receivable
    Loans and ReceivablesInvestment in Niger Uranium Limited
    Available-for-SaleAccounts payable and accrued liabilities
    Other Liabilities


Transaction costs are expensed as incurred for financial
instruments classified as held for trading. For other financial instruments,
transaction costs are expensed on initial recognition. The Company accounts for
regular purchases and sales of financial assets using trade date accounting.

Entities which are not controlled and over which the Company
does not have the ability to exercise significant influence are accounted for
using the cost method. Under this method, the Company records the initial
investment at cost and classifies the investment as an available-for-sale
financial instrument with changes in fair value reflected through other
comprehensive income. The Company' holds a 33.2% investment in Niger Uranium
Limited ("Niger Uranium").

- 15 -

---



|NWT URANIUM CORP.                                         
|----------------------------------------------------------
|(FORMERLY NORTHWESTERN MINERAL VENTURES INC.)             
|(AN EXPLORATION STAGE COMPANY)                            
|Notes to Consolidated Financial Statements                
|(Expressed in Canadian Dollars)                           
|                                                          
|For the years ended
      December 31, 2008, 2007 and 2006

2.        SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (continued)

Capital Disclosures and Financial Instruments  Disclosures
and Presentation

On December 1, 2006, the CICA issued three new accounting
standards: "Capital Disclosures" ("Handbook Section 1535"), "Financial
Instruments  Disclosures" ("Handbook Section 3862"), and "Financial Instruments
 Presentation" ("Handbook Section 3863"). These new standards became effective
for the Company on January 1, 2008.

Capital Disclosures

Handbook Section 1535 specifies the disclosure of (i) an
entitys objectives, policies and processes for managing capital; (ii)
quantitative data about what the entity regards as capital; (iii) whether the
entity has complied with any capital requirements; and (iv) if it has not
complied, the consequences of such non-compliance. The Company has included
disclosures recommended by the new Handbook section in Note 3 to these
consolidated financial statements.

Financial Instruments

Handbook Sections 3862 and 3863 replace Handbook Section 3861,
"Financial Instruments  Disclosure and Presentation", revising and enhancing
its disclosure requirements, and carrying forward unchanged its presentation
requirements. These new sections place increased emphasis on disclosures about
the nature and extent of risks arising from financial instruments and how the
entity manages those risks. The Company has included disclosures recommended by
the new Handbook sections in Note 4(b) to these consolidated financial
statements.

Amendments to Section 1400  General Standards of Financial
Statement Presentation

In June 2007, the CICA amended Handbook Section 1400, "General
Standards of Financial Statement Presentation", to include additional
requirements to assess and disclose an entitys ability to continue as a going
concern. The amendments to section 1400 are effective for interim and annual
reporting periods beginning on or after January 1, 2008. The adoption of this
standard had no impact on the Company's operating results or financial position.

Future Accounting Changes

International Financial Reporting Standards (IFRS)

In January 2006, the CICAs Accounting Standards Board ("AcSB")
formally adopted the strategy of replacing Canadian GAAP with IFRS for Canadian
enterprises with public accountability. The current conversion timetable calls
for financial reporting under IFRS for accounting periods commencing on or after
January 1, 2011. On February 13, 2008 the AcSB confirmed that the use of IFRS
will be required in 2011 for publicly accountable profit-oriented enterprises.
For these entities, IFRS will be required for interim and annual financial
statements relating to fiscal years beginning on or after January 1, 2011.

The Company is currently assessing the impact of IFRS on its
consolidated financial statements.

Goodwill and Intangible Assets

In February 2008, the CICA approved Handbook Section 3064,
Goodwill and Intangible Assets which replaces the existing Handbook Sections
3062, Goodwill and Other Intangible Assets and 3450 Research and Development
Costs. This standard is effective for interim and annual financial statements
relating to fiscal years beginning on or after October 1, 2008, with earlier
application encouraged. The standard provides guidance on the recognition,
measurement and disclosure requirements for goodwill and intangible assets.

The Company is currently assessing the impact of this new
accounting standard on its consolidated financial statements.

- 16 -

---



|NWT URANIUM CORP.                                         
|----------------------------------------------------------
|(FORMERLY NORTHWESTERN MINERAL VENTURES INC.)             
|(AN EXPLORATION STAGE COMPANY)                            
|Notes to Consolidated Financial Statements                
|(Expressed in Canadian Dollars)                           
|                                                          
|For the years ended
      December 31, 2008, 2007 and 2006

2.        SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (continued)

Future Accounting Changes (continued)

Business Combinations, Consolidated Financial Statements and
Non-Controlling Interests

The CICA issued three new accounting standards in January 2009:
Section 1582, "Business Combinations" ("Section 1582"), Section 1601,
"Consolidated Financial Statements" ("Section 1601") and Section 1602,
"Non-Controlling interests" ("Section 1602"). These new standards will be
effective for fiscal years beginning on or after January 1, 2011. Section 1582
replaces section 1581 and establishes standards for the accounting for a
business combination. It provides the Canadian equivalent to IFRS 3 - Business
Combinations. Sections 1601 and 1602 together replace Section 1600,
"Consolidated Financial Statements". Section 1601, establishes standards for the
preparation of consolidated financial statements. Section 1602 establishes
standards for accounting for a non-controlling interest in a subsidiary in
consolidated financial statements subsequent to a business combination. It is
equivalent to the corresponding provisions of IFRS lAS 27 - "Consolidated and
Separate Financial Statements".

The Company is in the process of evaluating the requirements of
the new standards.

Credit Risk and the Fair Value of Financial Assets and
Financial Liabilities

In January 2009, the CICA approved EIC 173 "Credit Risk and the
Fair Value of Financial Assets and Financial Liabilities". This guidance
clarified that an entity's own credit risk and the credit risk of the
counterparty should be taken into account in determining the fair value of
financial assets and financial liabilities including derivative instruments.
This guidance is applicable to fiscal periods ending on or after January 20,
2009.

The Company is currently evaluating the effects of adopting
this standard.

3.        CAPITAL MANAGEMENT

The Companys objective when managing capital is to maintain
adequate levels of funding to support the acquisition, exploration and
development of mineral properties.

The Company considers its capital to be equity, which is
comprised of common shares, warrants, contributed surplus, accumulated other
comprehensive (loss) income and accumulated deficit which at December 31, 2008
totaled $17,284,107 (2007 - $32,817,781).

The Company manages its capital structure in a manner that
provides sufficient funding for acquisition, exploration and development of
mineral properties. Funds are primarily secured through equity capital raised by
way of private placements. There can be no assurances that the Company will be
able to continue raising equity capital in this manner.

The Board of Directors does not establish quantitative return
on capital criteria for management, but rather relies on the expertise of the
Company's management to sustain future development of the business.

The Company invests all capital that is surplus to its
immediate needs in short-term, liquid and highly rated financial instruments,
such as cash and other short-term guaranteed deposits, all held with major
Canadian financial institutions.

Management reviews its capital management approach on an
ongoing basis and believes that this approach, given the relative size of the
Company, is reasonable.

There were no changes in the Company's approach to capital
management during the year ended December 31, 2008. The Company is not subject
to externally imposed capital requirements.

- 17 -

---



|NWT URANIUM CORP.                                         
|----------------------------------------------------------
|(FORMERLY NORTHWESTERN MINERAL VENTURES INC.)             
|(AN EXPLORATION STAGE COMPANY)                            
|Notes to Consolidated Financial Statements                
|(Expressed in Canadian Dollars)                           
|                                                          
|For the years ended
      December 31, 2008, 2007 and 2006



|4. | PROPERTY AND FINANCIAL RISK FACTORS AFFECTING
      FINANCIAL INSTRUMENTS
|-- | -------------------------------------------------------------------------

(a) Property risk

The Company's mining interests ("Property Interests") are the
only projects that are currently material to the Company. Unless the Company
acquires or develops additional material Property Interests, the Company will be
solely dependent upon its current Property Interests. If no additional Property
Interests are acquired by the Company, any adverse development affecting the
Company's Property Interests would have a material adverse effect on the
Companys financial condition and results of operations.

(b) Financial risk

The Companys activities expose it to a variety of financial
risks: credit risk, liquidity risk and market risk (including interest rate,
foreign exchange rate and commodity and equity price risk).

Risk management is carried out by the Company's management team
with guidance from the Audit Committee under policies approved by the Board of
Directors. The Board of Directors also provides regular guidance for overall
risk management.

Credit risk

Credit risk is the risk of loss associated with a
counterpartys inability to fulfill its payment obligations. The Company's
credit risk is primarily attributable to cash, short term investments and
amounts receivable. Cash and short term investments consist of cash, money
market investments and guaranteed investment certificates, which have been
invested with reputable financial institutions. Financial instruments included
in amounts receivable consist of deposits held with service providers. Amounts
receivable are in good standing as of December 31, 2008. Management believes
that the credit risk concentration with respect to financial instruments
included in cash, short term investments and amounts receivable is minimal.

Liquidity risk

Liquidity risk refers to the risk that the Company will not be
able to meet its financial obligations when they become due, or can only do so
at excessive cost. The Company's approach to managing liquidity risk is to
ensure that it will have sufficient liquidity to meet liabilities when due. As
at December 31, 2008, the Company had a cash and short term investment balance
of $7,487,226 (2007 - $13,224,013) to settle current liabilities of $413,722
(2007 - $3,940,840). All of the Company's financial liabilities have contractual
maturities of less than 30 days and are subject to normal trade terms.

Market risk

(i) Interest rate risk

Interest rate risk is the risk that the fair value of future
cash flows of a financial instrument will fluctuate due to changes in market
interest rates. The Company has cash balances and no interest-bearing debt. The
Company's current policy is to invest excess cash in investment-grade short term
guaranteed investment certificates issued by its banking institutions. The
Company periodically monitors the investments it makes and is satisfied with the
creditworthiness of its banks.

- 18 -

---



|NWT URANIUM CORP.                                         
|----------------------------------------------------------
|(FORMERLY NORTHWESTERN MINERAL VENTURES INC.)             
|(AN EXPLORATION STAGE COMPANY)                            
|Notes to Consolidated Financial Statements                
|(Expressed in Canadian Dollars)                           
|                                                          
|For the years ended
      December 31, 2008, 2007 and 2006



|4. | PROPERTY AND FINANCIAL RISK FACTORS AFFECTING
      FINANCIAL INSTRUMENTS (continued)
|-- | -------------------------------------------------------------------------------------

Market risk (continued)

(ii) Foreign currency risk

Foreign exchange risk arises from future commercial
transactions and recognised assets and liabilities denominated in a currency
that is not the entitys functional currency. The risk is measured using cash
flow forecasting. The Company's functional and reporting currency is the
Canadian dollar and major purchases are transacted in Canadian dollars. The
Company funds certain operations and exploration costs in Mexico on a cash call
basis. The Company maintains Mexican Peso and US Dollar bank accounts in Mexico.
Management believes the foreign exchange risk derived from currency conversions
is negligible and therefore does not hedge its foreign exchange risk.

(iii) Price risk

The Company is exposed to price risk with respect to commodity
and equity prices. Equity price risk is defined as the potential adverse impact
on the Company's earnings due to movements in individual equity prices or
general movements in the level of the stock market. Commodity price risk is
defined as the potential adverse impact on earnings and economic value due to
commodity price movements and volatilities. The Company closely monitors
commodity prices of uranium, individual equity movements and the stock market in
general to determine the appropriate course of action to be taken by the
Company.

Fair Value

The Company has classified, for accounting purposes, its cash
and short term investments as held-for-trading, which are measured at fair
value. Amounts receivable are classified for accounting purposes as loans and
receivables, which are measured at amortized cost which is approximately
equivalent to fair value. Accounts payable and accrued liabilities are
classified as other financial liabilities, which are measured at amortized cost
which is also approximately equivalent to fair value.

Sensitivity analysis

Based on management's knowledge and experience of the financial
markets, the Company believes the following movements are "reasonably possible"
over a one year period. The sensitivity analysis shown in the notes below may
differ materially from actual results.

|(i)  | Short term investments have fixed interest rates
      therefore they are not subject to interest rate fluctuations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(ii) | The Company is exposed to foreign currency risk on
      fluctuations of financial instruments related to cash and cash equivalents
      and accounts payable and accrued liabilities that are denominated in
      Mexican Pesos and United States dollars. As at December 31, 2008, had the
      Mexican Peso and US dollar increased/decreased by 5% against the Canadian
      dollar with all other variables held constant, the Companys reported net
      income for the year ended December 31, 2008 would have been approximately
      $46,200 higher/lower. Similarly, as at December 31, 2008, the Company's
      reported shareholders' equity would have been approximately $46,200
      higher/lower as a result of a 5% increase/decrease in the Mexican Peso and
      US dollar.

- 19 -

---



|NWT URANIUM CORP.                                         
|----------------------------------------------------------
|(FORMERLY NORTHWESTERN MINERAL VENTURES INC.)             
|(AN EXPLORATION STAGE COMPANY)                            
|Notes to Consolidated Financial Statements                
|(Expressed in Canadian Dollars)                           
|                                                          
|For the years ended
      December 31, 2008, 2007 and 2006



|4. | PROPERTY AND FINANCIAL RISK FACTORS AFFECTING
      FINANCIAL INSTRUMENTS (continued)
|-- | -------------------------------------------------------------------------------------

Sensitivity analysis (continued)

|(iii) | Commodity price risk could adversely affect the Company.
      In particular, the Companys future profitability and viability of
      development depends upon the world market price of uranium. Commodity
      prices have fluctuated significantly in recent years. There is no
      assurance that, even as commercial quantities of uranium may be produced
      in the future, a profitable market will exist for them. As of December 31,
      2008, the Company was not a producer of uranium. As a result, commodity
      price risk may affect the completion of future equity transactions such as
      equity offerings and the exercise of stock options and warrants. This may
      also affect the Company's liquidity and its ability to meet its ongoing
      obligations.
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(iv)  | The Company's long term investment in Niger Uranium
      Limited, a public company, is sensitive to a plus or minus 20% change in
      equity prices which would affect comprehensive income (loss) by
      approximately $621,600.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

5.        FIXED ASSETS

|                       |   |         |  |       |              |  |   | Net Carrying     |  |   |         |  |   |              |  |   | Net Carrying | 
|---------------------- | - | ------- |  | ----- | ------------ |  | - | ---------------- |  | - | ------- |  | - | ------------ |  | - | ------------ | 
|                       |   |         |  |       |              |  |   | Value            |  |   |         |  |   |              |  |   | Value        | 
|                       |   |         |  |       | Accumulated  |  |   | **December 31,** |  |   |         |  |   | Accumulated  |  |   | December 31, | 
|                       |   | Cost    |  |       | Amortization |  |   | 2008             |  |   | Cost    |  |   | Amortization |  |   | 2007         | 
|                       |   |         |  |       |              |  |   |                  |  |   |         |  |   |              |  |   |              | 
|Computer equipment     | $ | 35,327  |  | $     | 15,915       |  | $ | 19,412           |  | $ | 24,005  |  | $ | 10,258       |  | $ | 13,747       | 
|Furniture and fixtures |   | 3,624   |  |       | 1,334        |  |   | 2,290            |  |   | 8,290   |  |   | 829          |  |   | 7,461        | 
|Field equipment        |   | 761,704 |  |       | 306,418      |  |   | 455,286          |  |   | 761,704 |  |   | 114,603      |  |   | 647,101      | 
|Vehicle                |   | 9,786   |  |       | 3,963        |  |   | 5,823            |  |   | 9,786   |  |   | 1,468        |  |   | 8,318        | 
|                       |   |         |  |       |              |  |   |                  |  |   |         |  |   |              |  |   |              | 
|                       | $ | 810,441 |  | **$** | **327,630**  |  | $ | 482,811          |  | $ | 803,785 |  | $ | 127,158      |  | $ | 676,627      | 

- 20 -

---



|NWT URANIUM CORP.                                         
|----------------------------------------------------------
|(FORMERLY NORTHWESTERN MINERAL VENTURES INC.)             
|(AN EXPLORATION STAGE COMPANY)                            
|Notes to Consolidated Financial Statements                
|(Expressed in Canadian Dollars)                           
|                                                          
|For the years ended
      December 31, 2008, 2007 and 2006



|6. | INTEREST IN EXPLORATION PROPERTIES AND DEFERRED
      EXPLORATION EXPENDITURES
|-- | ------------------------------------------------------------------------------

(a) Bear Project, Canada

The Company and Fronteer Development Group Inc. ("Fronteer")
executed a definitive formal agreement (the "Agreement") along with several
amending agreements covering the Conjuror, Achook, McPhoo, and Longtom claims in
the Northwest Territories (collectively, the Bear Project). Pursuant to the
Agreement, the Company had the right to earn up to 50% interest in the Bear
Project for the following consideration:

(i) an initial payment to Fronteer of $20,000 cash (paid);
(ii) completion of exploration expenditures by the Company in the amount of
$5,000,000 over a five-year period ending September 26, 2008. (iii) annual
cash payments to Fronteer, commencing on the first year anniversary of the
Option Agreement of $30,000 (paid), $40,000, $50,000, $60,000 and $70,000
respectively over a five-year period.

During the year ended December 31, 2005, management decided to
terminate the Bear Project and focus on other projects. There were no financial
penalties associated with the termination of the Bear Project. As a result,
capitalized costs of $602,193 were written-off in 2005.

(b) Picachos Project, Mexico

On July 14, 2004, the Company entered into an option agreement
with RNC Gold Inc. ("RNC") to acquire a 50% undivided interest in the 6,700
hectare silver-gold Picachos property in Durango, Mexico. In order to earn its
interest, the Company had to incur $500,000 in exploration expenditures on or
before December 31, 2005 and $1,000,000 on or before December 31, 2006. The
Company also had to generate a feasibility study for the production of a minimum
of 25,000 ounces of gold per year. The former Chairman and CEO of the Company
was also a director of RNC at the time the Option Agreement was signed. On
January 12, 2005, the Chairman resigned as director of RNC. During the year
ended December 31, 2005, a director of the Company was also a director of RNC.
On February 28, 2006, this individual resigned as a director of RNC.

On October 14, 2005, the Company completed another agreement
with RNC, granting the Company the right to acquire a 100% interest in the
Picachos property portfolio. Under the terms of this agreement, the Company was
granted the right at feasibility to acquire RNCs remaining 50% stake in the
Picachos Project. The purchase price of $20,000,000 is payable as: $3,000,000 at
the completion of a feasibility study, $9,000,000 at the commencement of
commercial production, and $2,000,000 on each of the first through fourth
anniversaries of the commencement of commercial production. The Company issued
200,000 common shares valued at $114,000 from its treasury to RNC as
consideration for entering into this agreement.

In February 2006, RNC was acquired by Yamana Gold Inc.
("Yamana").

Further to a revised Letter of Intent with Yamana Gold Inc. and
Minera Tango SA  a wholly owned subsidiary of Yamana (together referred as
Yamana) on July 12, 2006, the Company entered into an Option Agreement with
Yamana on December 22, 2006 whereby NWT can earn a 70% interest in the property.

Under the terms of the agreement, NWT must incur US$3,000,000
in exploration expenditures over the three year period ended December 22, 2009,
pay US$400,000 in cash installments, including US$100,000 (paid) on the signing
of a definitive option agreement (signed), and issue 1,000,000 shares over a
three-year period, including 400,000 shares to be issued within 30 days and
which are subject to a four-month hold period from the issue date (issued,
valued at $272,000), in order to acquire a direct 70% ownership of the Picachos
Project. The remaining shares will be issued in stages and will be subject to
all required regulatory hold periods.

- 21 -

---



|NWT URANIUM CORP.                                         
|----------------------------------------------------------
|(FORMERLY NORTHWESTERN MINERAL VENTURES INC.)             
|(AN EXPLORATION STAGE COMPANY)                            
|Notes to Consolidated Financial Statements                
|(Expressed in Canadian Dollars)                           
|                                                          
|For the years ended
      December 31, 2008, 2007 and 2006



|6. | INTEREST IN EXPLORATION PROPERTIES AND DEFERRED
      EXPLORATION EXPENDITURES (continued)
|-- | ------------------------------------------------------------------------------------------

(b) Picachos Project, Mexico (continued)

On December 6, 2007, 200,000 common shares (valued at $114,000)
were issued and $100,000 was paid to Yamana to comply with the terms of the
agreement.

NWT will act as operator of the project. NWT and Yamana
terminated the option agreement pertaining to the Picachos Project that was
signed between NWT and RNC Gold Inc.

(c) Waterbury Project, Canada

On November 9, 2005, the Company completed a formal option
agreement with CanAlaska Ventures Ltd. ("CanAlaska") to acquire up to a 75%
ownership interest in nine uranium claims, collectively called the Waterbury
Project, in the eastern Athabasca Basin, Saskatchewan, Canada. Under the terms
of the formal option agreement, the Company was required to pay, in
installments, a total of $150,000 ($25,000 paid in each of years 2005 and 2006
for a total of $50,000) to acquire an initial 50% interest in the Waterbury
Project from CanAlaska. In addition, CanAlaska would receive a 3% net smelter
royalty (NSR) and 300,000 common shares (100,000 issued in each of years 2005
and 2006, valued at $68,000 and $54,000 respectively) from the Company's
treasury to be released in stages. The Company agreed to spend a minimum of
$2,000,000 on the Waterbury Project prior to April 1, 2008.

The Company could increase its ownership to 60% by spending an
additional $2,000,000 on the property within two years of vesting its 50%
interest. Thereafter, the Company could increase its stake to 75% by completing
a bankable Feasibility Study within two years from the date it vested its 60%
interest. During this development stage, the Company would spend an annual
minimum of $500,000 at Waterbury. CanAlaska would also receive an additional
200,000 common shares from the Companys treasury.

CanAlaska was to act as operator of the property until the
Company had a vested 60% interest, at which time the Company may have become the
operator.

On March 30, 2007, the option agreement with CanAlaska was
amended. The new terms required the Company to make a cash payment of $25,000
(paid March 30, 2007) instead of $50,000 by April 1, 2007 and $75,000 instead of
$50,000 by April 1, 2008. The Company's shares that were to be issued to
CanAlaska by April 1, 2007 could be issued on or before April 1, 2008. The
Company agreed to commit to an additional $511,000 for the 2007 exploration
program, resulting in a total exploration expenditure commitment of $1,200,000
on the property for 2007.

On November 30, 2007, management decided to terminate the
Waterbury Project and focus on other projects. There was a financial penalty of
$252,358 associated with the termination of the Waterbury Project which was paid
during the year ended December 31, 2007. As a result, capitalized costs of
$1,639,305 were written-off in 2007.

- 22 -

---



|NWT URANIUM CORP.                                         
|----------------------------------------------------------
|(FORMERLY NORTHWESTERN MINERAL VENTURES INC.)             
|(AN EXPLORATION STAGE COMPANY)                            
|Notes to Consolidated Financial Statements                
|(Expressed in Canadian Dollars)                           
|                                                          
|For the years ended
      December 31, 2008, 2007 and 2006



|6. | INTEREST IN EXPLORATION PROPERTIES AND DEFERRED
      EXPLORATION EXPENDITURES (continued)
|-- | ------------------------------------------------------------------------------------------

(d) Fire Fly Project, United States

On December 9, 2005, the Company signed an option agreement to
acquire 100% ownership of two uranium-vanadium mines, collectively called the
Firefly Project, in the La Sal uranium district in southeastern Utah from
GeoXplor Corp. ("GeoXplor").

Under the terms of the option agreement, the Company would pay
US$5,100,000 to acquire the Firefly Project from GeoXplor, which included an
initial payment of US$50,000 (paid) and a payment of US$50,000 upon receipt of
board and regulatory approval. The Company would make an additional payment of
US$5,000,000 to GeoXplor once a decision was made to commence production on the
Firefly Project or on July 31, 2011, whichever date was earlier. In addition,
and subject to board and regulatory approval, GeoXplor would receive 300,000
common shares from the Companys treasury which were to be issued, 100,000
common shares upon completion of a NI 43-101 Technical Report, and 100,000
common shares each on or prior to the first and second anniversaries of the
execution date of the formal agreement. These shares would have been subject to
any applicable regulatory hold periods. GeoXplor was also entitled to a 2% net
smelter royalty on the production of uranium and vanadium from the Firefly
Project.

The Company agreed to spend a minimum of US$700,000 on the
Firefly Project on or prior to the third anniversary of the option agreement
date.

The Company's management team elected not to proceed with the
Firefly Project during the year ended December 31, 2006 as management believed
that other projects had greater exploration potential. Accordingly, capitalized
costs of $163,246 related to the project have been written off.

(e) Irhazer and In Gall Projects, Niger

On March 8, 2006, the Company acquired prospecting permits for
two uranium properties, Irhazer and In Gall, located in the West African country
of Niger. The Government of Niger has entered into a mining convention with the
Company for the two uranium properties for a term of thirty (30) years. Each
property consists of 2,000 square kilometres (500,000 acres) of mineral rights.
The Company has the obligation to expend an aggregate of US$2,200,000 in
exploration expenditures on each of the properties over a period of three years.
The Government of Niger is entitled to a 10% retained interest and up to a 20%
participating interest on production.

Finder's fees of 40,000 common shares valued at $49,600 were
issued to a consultant during the year ended December 31, 2006.

See Note 11 for details of the Niger Uranium transaction
(Disposition of Irhazer and In Gall Projects).

- 23 -

---



|NWT URANIUM CORP.                                         
|----------------------------------------------------------
|(FORMERLY NORTHWESTERN MINERAL VENTURES INC.)             
|(AN EXPLORATION STAGE COMPANY)                            
|Notes to Consolidated Financial Statements                
|(Expressed in Canadian Dollars)                           
|                                                          
|For the years ended
      December 31, 2008, 2007 and 2006



6.
    INTEREST IN EXPLORATION PROPERTIES
      AND DEFERRED EXPLORATION EXPENDITURES
      (continued)


(f) North Rae Uranium Project, Canada

On March 2, 2006, the Company signed a Letter of Intent to
acquire a controlling interest in an uranium project located in the Ungava Bay
region of northern Quebec, Canada from Azimut Exploration Inc. (Azimut). The
North Rae Uranium Project consists of three blocks representing 668 claims
with a total area of 298.9 square kilometres or 73,835 acres (29,880 hectares).

The Company finalized the North Rae Option Agreement with
Azimut on January 9, 2007. Under the terms of the agreement, the Company can
earn an initial 50% in the property by incurring $2,900,000 in work
expenditures, paying $210,000 cash ($80,000 paid) and issuing 150,000 common
shares (50,000 issued in 2007 valued at $40,500 and 100,000 issued in 2006
valued at $94,000) over the next five years. NWT can subsequently increase its
interest to 65% by making cash payments totaling $100,000, issuing 100,000
common shares, incurring $1,000,000 ($200,000/year) in work expenditures over
the next five years and delivering a bankable feasibility study. Azimut would
retain a 2% yellow cake royalty. The Company is the operator of the project.

NWT had fulfilled its commitments until a Termination Agreement
was signed between NWT and Azimut on June 30, 2008, under the terms of which
Azimut would be able to terminate the option agreement upon payment of
$4,000,000 in cash and 1,100,000 common shares in its company to NWT.
Subsequently, an amendment to the Termination Agreement was signed on October 3,
2008, which modified the initial termination agreement with the new terms being
a cash payment of $4,000,000 over 2 years, issuance of 1,1000,000 common shares,
and delivery of a $2,000,000 debenture by Azimut. This agreement was further
amended on November 7, 2008, with the expiration of the agreement extended until
December 31, 2008. As of December 31, 2008, Azimut had still not fulfilled the
cash payment and share issuance requirements and thus the Termination Agreement
lapsed with the initial Option Agreement back in effect. NWT is in good standing
as per the contract as the Termination Agreements stated that any expenditure
incurred by Azimut between the signing of the Termination Agreement and the
Option Agreement taking effect upon delivery of cash and shares would accrue to
NWT's account. Azimut had incurred enough expenditure to fulfill NWTs
obligation per the contract for the 2008 fiscal year.

Annual budgets approved by the Company and Azimut represent
firm commitments by the Company in order to maintain the property option
agreement in good standing.

(g) Daniel Lake Uranium Project

On January 24, 2007, the Company entered into a definitive
option agreement with Azimut to expand their uranium project in the Ungava Bay
region of northern Quebec. Under the terms of the agreement, NWT would acquire
controlling interest in a second property that is contiguous with its North Rae
Uranium Project disclosed in Note 6(f). This new property, Daniel Lake Uranium
Project, consists of an additional two blocks representing 862 claims with a
total area of 390.3 square kilometres or 96,445 acres (39,030 hectares).

- 24 -

---



|NWT URANIUM CORP.                                         
|----------------------------------------------------------
|(FORMERLY NORTHWESTERN MINERAL VENTURES INC.)             
|(AN EXPLORATION STAGE COMPANY)                            
|Notes to Consolidated Financial Statements                
|(Expressed in Canadian Dollars)                           
|                                                          
|For the years ended
      December 31, 2008, 2007 and 2006



6.
    INTEREST IN EXPLORATION PROPERTIES
      AND DEFERRED EXPLORATION EXPENDITURES
      (continued)


(g) Daniel Lake Uranium Project (continued)

Under the terms of the definitive option agreement, NWT will
pay $230,000 in cash installments over a four-year period and issue 200,000
common shares (100,000 issued in 2007 and valued at $75,000 upon signing of
agreement and 100,000 shares issued upon first anniversary of the agreement). An
initial payment of $50,000 was due within 15 days of the option agreement (paid)
and $30,000 was payable upon the first anniversary of the option agreement
(paid). NWT will also spend a total of $2,600,000 in exploration expenditures on
the property in tranches over five years, of which the Company incurred
expenditures of $300,000 during the first year of the agreement, to earn an
initial 50% interest in the project from Azimut, at which stage Azimut would
retain a 2% yellow cake royalty. Shares will be issued in two stages with
100,000 common shares to be issued upon the first anniversary of the option
agreement (subject in each case to TSX Venture Exchange approval). Shares are
subject to all required regulatory hold periods. NWT can subsequently increase
its ownership to 65% by issuing an additional 100,000 common shares and paying
an additional $150,000 in cash over an additional five years. To earn its 65%
interest, NWT must also incur a minimum additional $1,000,000 in exploration
expenditures over five years and produce a bankable feasibility study during the
five-year period, subject to extension in certain circumstances. In the event
NWT does not elect to increase its interest in the property up to 65% once it
has fully exercised its 50% option, it shall pay Azimut a final cash payment of
$100,000.

On January 4, 2008, 100,000 common shares valued at $59,000
were issued to Azimut to comply with the definitive option agreement.

NWT had fulfilled its commitments until a Termination Agreement
was signed between NWT and Azimut on June 30, 2008, under the terms of which
Azimut would be able to terminate the option agreement upon payment of
$4,000,000 in cash and 1,100,000 common shares in its company to NWT.
Subsequently, an amendment to the Termination Agreement was signed on October 3,
2008, which modified the initial termination agreement with the new terms being
a cash payment of $4,000,000 over 2 years, issuance of 1,1000,000 common shares,
and delivery of a $2,000,000 debenture by Azimut. This agreement was further
amended on November 7, 2008, with the expiration of the agreement extended until
December 31, 2008. As of December 31, 2008, Azimut had still not fulfilled the
cash payment and share issuance requirements and thus the Termination Agreement
lapsed with the initial Option Agreement back in effect. NWT is in good standing
as per the contract as the Termination Agreements stated that any expenditure
incurred by Azimut between the signing of the Termination Agreement and the
Option Agreement taking effect upon delivery of cash and shares would accrue to
NWT's account. Azimut had incurred enough expenditure to fulfill NWTs
obligation per the contract for the 2008 fiscal year.

- 25 -

---



|NWT URANIUM CORP.                                         
|----------------------------------------------------------
|(FORMERLY NORTHWESTERN MINERAL VENTURES INC.)             
|(AN EXPLORATION STAGE COMPANY)                            
|Notes to Consolidated Financial Statements                
|(Expressed in Canadian Dollars)                           
|                                                          
|For the years ended
      December 31, 2008, 2007 and 2006

7.        SHARE CAPITAL

|a) | Authorized                       
|-- | ---------------------------------
|   |                                  
|   | Unlimited number of common shares
|   |                                  
|b) | Issued and outstanding           



Number ofShares
    
    
    AmountBalance, December 31, 2006
    
    104,489,753
    
    $
    18,478,026Shares issued for interest in
      exploration properties and deferred exploration expenditures
      (Notes 6(b)(f)(g))
    
    350,000
    
    
    229,500Exercise of options
    
    782,500
    
    
    320,000Fair value of option exercise
    
    -
    
    
    217,500Exercise of warrants
    
    409,089
    
    
    286,363Fair value of warrant exercise
    
    -
    
    
    43,454Balance, December 31, 2007
    
    106,031,342
    
    
    19,574,843Shares issued for interest in
      exploration properties and deferred exploration expenditures
      (Notes 6(g))
    
    100,000
    
    
    59,000Private placement (i)
    
    20,000,000
    
    
    1,000,000Balance, December 31, 2008
    
    126,131,342
    
    $
    20,633,843




|(i) | On October 14, 2008, the Company completed a private
      placement financing of 20,000,000 common shares for gross proceeds of
      $1,000,000.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------

- 26 -

---



|NWT URANIUM CORP.                                         
|----------------------------------------------------------
|(FORMERLY NORTHWESTERN MINERAL VENTURES INC.)             
|(AN EXPLORATION STAGE COMPANY)                            
|Notes to Consolidated Financial Statements                
|(Expressed in Canadian Dollars)                           
|                                                          
|For the years ended
      December 31, 2008, 2007 and 2006

8.        COMMON SHARE
PURCHASE WARRANTS AND BROKER WARRANTS

The following table represents a continuity of warrants for the
years ended December 31, 2008 and 2007:

|            |          |  |  | January 1, |  |  |        |  |  |           |  |  |             |   |  | December 31, |  |   | **December 31,** | 
|----------- | -------- |  |  | ---------- |  |  | ------ |  |  | --------- |  |  | ----------- | - |  | ------------ |  | - | ---------------- | 
|            | Exercise |  |  | 2008       |  |  |        |  |  |           |  |  |             |   |  | 2008         |  |   | 2008             | 
|Expiry Date | Price    |  |  | Balance    |  |  | Issued |  |  | Exercised |  |  | Expired     |   |  | Balance      |  |   | Fair Value       | 
|            |          |  |  |            |  |  |        |  |  |           |  |  |             |   |  |              |  |   |                  | 
|Warrants    |          |  |  |            |  |  |        |  |  |           |  |  |             |   |  |              |  |   |                  | 
|May 5, 2008 | $1.15    |  |  | 10,572,013 |  |  | -      |  |  | -         |  |  | (10,572,013 | ) |  | -            |  | $ | -                | 
|            |          |  |  |            |  |  |        |  |  |           |  |  |             |   |  |              |  |   |                  | 
|            |          |  |  | 10,572,013 |  |  | -      |  |  | -         |  |  | (10,572,013 | ) |  | -            |  | $ | -                | 



|                  |          |  |  | January 1, |  |  |        |  |  |           |   |  |            |   |  | December 31, |  |   | December 31,     | 
|----------------- | -------- |  |  | ---------- |  |  | ------ |  |  | --------- | - |  | ---------- | - |  | ------------ |  | - | ---------------- | 
|                  | Exercise |  |  | 2007       |  |  |        |  |  |           |   |  |            |   |  | 2007         |  |   | 2007             | 
|Expiry Date       | Price    |  |  | Balance    |  |  | Issued |  |  | Exercised |   |  | Expired    |   |  | Balance      |  |   | Fair
      Value | 
|                  |          |  |  |            |  |  |        |  |  |           |   |  |            |   |  |              |  |   |                  | 
|Warrants          |          |  |  |            |  |  |        |  |  |           |   |  |            |   |  |              |  |   |                  | 
|December 21, 2007 | $0.70    |  |  | 454,543    |  |  | -      |  |  | (409,089  | ) |  | (45,454    | ) |  | -            |  | $ | -                | 
|May 5, 2008       | $1.15    |  |  | 10,572,013 |  |  | -      |  |  | -         |   |  | -          |   |  | 10,572,013   |  |   | 3,138,900        | 
|                  |          |  |  |            |  |  |        |  |  |           |   |  |            |   |  |              |  |   |                  | 
|                  |          |  |  | 11,026,556 |  |  | -      |  |  | (409,089  | ) |  | (45,454    | ) |  | 10,572,013   |  | $ | 3,138,900        | 
|                  |          |  |  |            |  |  |        |  |  |           |   |  |            |   |  |              |  |   |                  | 
|Broker Warrants   |          |  |  |            |  |  |        |  |  |           |   |  |            |   |  |              |  |   |                  | 
|November 5, 2007  | $1.15    |  |  | 1,480,082  |  |  | -      |  |  | -         |   |  | (1,480,082 | ) |  | -            |  |   | -                | 
|                  |          |  |  |            |  |  |        |  |  |           |   |  |            |   |  |              |  |   |                  | 
|                  |          |  |  | 12,506,638 |  |  | -      |  |  | (409,089  | ) |  | (1,525,536 | ) |  | 10,572,013   |  | $ | 3,138,900        | 

- 27 -

---



|NWT URANIUM CORP.                                         
|----------------------------------------------------------
|(FORMERLY NORTHWESTERN MINERAL VENTURES INC.)             
|(AN EXPLORATION STAGE COMPANY)                            
|Notes to Consolidated Financial Statements                
|(Expressed in Canadian Dollars)                           
|                                                          
|For the years ended
      December 31, 2008, 2007 and 2006

9.        STOCK OPTIONS

The Company has a stock option plan for the purchase of common
shares for its directors, officers, employees and other service providers. The
aggregate number of common shares reserved for issuance under the stock option
plan is the lesser of 7,200,000 common shares and 10% of the issued and
outstanding common shares of the Company. The options are non-assignable and
non-transferable and may be granted for a term not exceeding five years. The
exercise price of the options is fixed by the board of directors of the Company
at the time of grant, subject to all applicable regulatory requirements. The
following table represents a continuity of stock options for the years ended
December 31, 2008 and 2007:

|                                            |  |               |   |  | Weighted Average |  |  |  | 
|------------------------------------------- |  | ------------- | - |  | ---------------- |  |  |  | 
|                                            |  | Number of     |   |  | Exercise Price   |  |  |  | 
|                                            |  | Stock Options |   |  | **$**            |  |  |  | 
|                                            |  |               |   |  |                  |  |  |  | 
|Balance, December 31, 2006                  |  | 3,580,000     |   |  | 0.630            |  |  |  | 
|Options granted (1)(2)(3)(4)(5)(6)(7)(8)(9) |  | 1,375,000     |   |  | 0.835            |  |  |  | 
|Options exercised                           |  | (782,500      | ) |  | 0.408            |  |  |  | 
|Options cancelled                           |  | (412,500      | ) |  | 0.535            |  |  |  | 
|                                            |  |               |   |  |                  |  |  |  | 
|Balance, December 31, 2007                  |  | 3,760,000     |   |  | 0.762            |  |  |  | 
|Options granted (10)(11)                    |  | 4,350,000     |   |  | 0.152            |  |  |  | 
|Options expired                             |  | (80,000       | ) |  | 0.470            |  |  |  | 
|Options cancelled                           |  | (3,130,000    | ) |  | 0.753            |  |  |  | 
|                                            |  |               |   |  |                  |  |  |  | 
|Balance, December 31, 2008                  |  | 4,900,000     |   |  | 0.231            |  |  |  | 

(1) On January 1, 2007, the Company granted 250,000 incentive
stock options to a consultant, pursuant to the Companys stock option plan, at
an exercise price of $0.84 per share. The options were exercisable for a period
of five years. The fair value of each option was estimated on the date of grant
using the Black-Scholes option pricing model with the following assumptions:
expected dividend yield of 0%; expected volatility of 85%; risk-free interest
rate of 3.90% and an expected average life of 3.5 years. The estimated value of
$125,750 was to be classified as stock based compensation and credited to
contributed surplus as the options vest. The options vest over a two-year
period. For the year ended December 31, 2008, the impact on income was $26,198.
These options were cancelled during the year.

(2) On April 17, 2007, Primoris Group Inc. was granted an
option to purchase an additional 200,000 common shares of the Company at an
exercise price of $0.81 per share for a period of up to five years, expiring
April 17, 2012. The options vest in tranches over 12 months, with no more than
25% vesting in any single three-month period. The fair value of each option was
estimated on the date of grant using the Black-Scholes option pricing model with
the following assumptions: expected dividend yield of 0%; expected volatility of
81%; risk-free interest rate of 3.90% and an expected average life of 3.5 years.
The estimated value of $94,600 was to be classified as stock based compensation
and credited to contributed surplus as the options vest. For the year ended
December 31, 2008, the impact on income was $8,212. These options were cancelled
during the year.

(3) On April 30, 2007, 100,000 stock options were granted to an
officer of the Company who subsequently resigned in fiscal 2007, each such
option entitled the holder thereof to acquire one common share of the Company at
an exercise price of $0.77. The options were to vest in stages over two years
and expire on April 30, 2012. The fair value of each option was estimated on the
date of grant using the Black-Scholes option pricing model with the following
assumptions: expected dividend yield of 0%; expected volatility of 81%;
risk-free interest rate of 3.90% and an expected average life of 3.5 years. The
estimated value of $44,900 was not charged to stock based compensation and
credited to contributed surplus as the options did not vest. These options were
cancelled in fiscal 2007.

- 28 -

---



|NWT URANIUM CORP.                                         
|----------------------------------------------------------
|(FORMERLY NORTHWESTERN MINERAL VENTURES INC.)             
|(AN EXPLORATION STAGE COMPANY)                            
|Notes to Consolidated Financial Statements                
|(Expressed in Canadian Dollars)                           
|                                                          
|For the years ended
      December 31, 2008, 2007 and 2006

9.        STOCK OPTIONS
  (continued)

(4) On May 8, 2007, 25,000 stock options were granted to an
employee of the Company who subsequently resigned in fiscal 2007, each such
option entitled the holder thereof to acquire one common share of the Company at
an exercise price of $0.85. The options vest in stages over two years and expire
on May 8, 2012. The fair value of each option was estimated on the date of grant
using the Black-Scholes option pricing model with the following assumptions:
expected dividend yield of 0%; expected volatility of 81%; risk-free interest
rate of 4.16% and an expected average life of 3.5 years. The estimated value of
$12,350 was classified as stock based compensation and credited to contributed
surplus as the options vest. These options were cancelled in fiscal 2007.

(5) On June 4, 2007, an aggregate of 200,000 stock options were
granted to a director and consultant (100,000 stock options each) of the
Company, each such option entitles the holder thereof to acquire one common
share of the Company at an exercise price of $0.72. The options were to vest in
stages over two years and expire on June 4, 2012. The fair value of each option
was estimated on the date of grant using the Black-Scholes option pricing model
with the following assumptions: expected dividend yield of 0%; expected
volatility of 81%; risk-free interest rate of 4.55% and an expected average life
of 3.5 years. The estimated value of $84,600 was classified as stock based
compensation and credited to contributed surplus as the options vest. For the
year ended December 31, 2008, the impact on income was $21,738.

(6) On July 4, 2007, an aggregate of 200,000 stock options were
granted to a director of the Company, each such option entitles the holder
thereof to acquire one common share of the Company at an exercise price of
$1.03. The options were to vest in stages over two years and expire on July 4,
2012. The fair value of each option was estimated on the date of grant using the
Black-Scholes option pricing model with the following assumptions: expected
dividend yield of 0%; expected volatility of 77%; risk-free interest rate of
4.60% and an expected average life of 3.5 years. The estimated value of $116,000
will be classified as stock based compensation and credited to contributed
surplus as the options vest. For the year ended December 31, 2008, the impact on
income was $48,333.

(7) On July 16, 2007, an aggregate of 250,000 stock options
were granted to a officer of the Company, each such option entitled the holder
thereof to acquire one common share of the Company at an exercise price of
$0.91. The options were to vest in stages over two years and expire on July 16,
2012. The fair value of each option was estimated on the date of grant using the
Black-Scholes option pricing model with the following assumptions: expected
dividend yield of 0%; expected volatility of 77%; risk-free interest rate of
4.63% and an expected average life of 3.5 years. The estimated value of $128,250
will be classified as stock based compensation and credited to contributed
surplus as the options vest. For the year ended December 31, 2008, the impact on
income was $2,894. These options were cancelled during the year.

(8) On August 28, 2007, an aggregate of 100,000 stock options
were granted to a director of the Company, each such option entitles the holder
thereof to acquire one common share of the Company at an exercise price of
$0.71. The options vest in stages over two years and expire on August 28, 2012.
The fair value of each option was estimated on the date of grant using the
Black-Scholes option pricing model with the following assumptions: expected
dividend yield of 0%; expected volatility of 78%; risk-free interest rate of
4.19% and an expected average life of 3.5 years. The estimated value of $40,400
will be classified as stock based compensation and credited to contributed
surplus as the options vest. For the year ended December 31, 2008, the impact on
income was $21,883.

(9) On August 28, 2007, an aggregate of 50,000 stock options
were granted to a employee of the Company, who resigned in fiscal 2008, each
such option entitled the holder thereof to acquire one common share of the
Company at an exercise price of $0.58. The options expire October 12, 2012. The
options were cancelled in fiscal 2008 prior to meeting the vesting requirements.
As a result, no fair market value was assigned to the stock options.

- 29 -

---



|NWT URANIUM CORP.                                         
|----------------------------------------------------------
|(FORMERLY NORTHWESTERN MINERAL VENTURES INC.)             
|(AN EXPLORATION STAGE COMPANY)                            
|Notes to Consolidated Financial Statements                
|(Expressed in Canadian Dollars)                           
|                                                          
|For the years ended
      December 31, 2008, 2007 and 2006

9.        STOCK OPTIONS
(continued)

(10) On March 11, 2008, an aggregate of 50,000 stock options
were granted to an employee of the Company, each such option entitled the holder
thereof to acquire one common share of the Company at an exercise price of
$0.30. The options vest in stages over two years and expire on March 11, 2013.
The fair value of each option was estimated on the date of grant using the
Black-Scholes option pricing model with the following assumptions: expected
dividend yield of 0%; expected volatility of 91%; risk-free interest rate of
2.99% and an expected average life of 3.5 years. The estimated value of $11,850
will be classified as stock based compensation and credited to contributed
surplus as the options vest. For the year ended December 31, 2008, the impact on
income was $2,962. These options were cancelled during the year.

(11) On August 15, 2008, an aggregate of 4,300,000 stock
options were granted to officers, directors and consultants of the Company, each
such option entitles the holder thereof to acquire one common share of the
Company at an exercise price of $0.15. The options vest immediately and expire
on August 15, 2013. The fair value of each option was estimated on the date of
grant using the Black-Scholes option pricing model with the following
assumptions: expected dividend yield of 0%; expected volatility of 92%;
risk-free interest rate of 3.04% and an expected average life of 3.5 years. The
estimated value of $305,300 will be classified as stock based compensation and
credited to contributed surplus as the options vest. For the year ended December
31, 2008, the impact on income was $305,300.

As at December 31, 2008, the Company had the following stock
options outstanding:

WeightedAverage
    WeightedRemaining
    AverageOutstanding
    Exercisable
    Contractual
    Exercise
    ExpiryOptions
    Options
    Life
      (years)
    Price ($)
    Date200,000
    200,000
    2.40
    0.68
    May 25, 2011100,000
    75,000
    3.43
    0.72
    June 4, 2012200,000
    100,000
    3.51
    1.03
    July 4, 2012100,000
    50,000
    3.66
    0.71
    August 28, 20124,300,000
    4,300,000
    4.62
    0.15
    August 15, 20134,900,000
    4,725,000
    4.44
    0.23


10.      RELATED PARTY TRANSACTIONS

The Company incurred $624,422 in fiscal 2008 (2007 - $388,767;
2006 - $556,633) for consulting and directors' fees rendered by directors and
officers of the Company. The entire amount has been expensed in the statements
of operations. Included in accounts payable and accrued liabilities at December
31, 2008 is $10,462 (2007 - $50,352) owing to these related parties.

During the year ended December 31, 2007, a total of $576,133
was charged to Niger Uranium Limited (Note 11) for expenditures incurred and
management fees paid in relation to the In Gall and Irhazer properties. As at
December 31, 2008, $Nil (2007 - $576,133) was receivable from Niger Uranium
Limited.

These transactions are in the normal course of operations and
are measured at the exchange amount which is the consideration established and
agreed to by the related parties.

- 30 -

---



|NWT URANIUM CORP.                                         
|----------------------------------------------------------
|(FORMERLY NORTHWESTERN MINERAL VENTURES INC.)             
|(AN EXPLORATION STAGE COMPANY)                            
|Notes to Consolidated Financial Statements                
|(Expressed in Canadian Dollars)                           
|                                                          
|For the years ended
      December 31, 2008, 2007 and 2006

11.      NIGER URANIUM LIMITED TRANSACTION

On June 4, 2007, NWT entered into a Joint Venture Agreement
with UraMin Inc. ("UraMin"), an arm's length party which was subsequently
acquired by Areva NC, to form a new corporation called Niger Uranium Limited
(Niger Uranium) that will conduct an exploration program on a total of eight
uranium concessions in Niger.

Pursuant to the Asset Purchase Agreement governing this
arrangement, NWT received a 50% interest consisting of 31,955,000 shares in
Niger Uranium, valued at $15,982,500, and a cash payment of $4,800,000. NWT is
entitled to receive a 3% net smelter royalty on the production of uranium and
any other ores and/or minerals produced from its Irhazer and In Gall
concessions, which are the two properties that were contributed by NWT to Niger
Uraniums portfolio. UraMin contributed the balance of six uranium properties to
Niger Uranium as well as a cash payment of US$15,000,000 (C$15,982,500) in
exchange for a 50% interest consisting of 31,955,000 shares in Niger Uranium.
UraMin is entitled to receive a 3% net smelter royalty on the production of
uranium and any other ores and/or minerals produced from the six properties it
contributed to Niger Uranium.

On July 26, 2007, NWT and UraMin announced that they had
completed the forming of Niger Uranium. Furthermore, NWT and UraMin contributed,
a total of eight uranium concessions to Niger Uranium SA, which is a company
that is a wholly owned subsidiary of Niger Uranium.

On August 1, 2007, Niger Uranium completed a private placement
to raise gross proceeds of US$19,000,000 (C$20,244,500, 9,515,000 UK pound
sterling), with Haywood Securities (UK) Ltd. as agent. In the financing, Niger
Uranium issued 19,090,000 shares at a price of 0.50 UK pound sterling per share.
Cash commission of 6% was paid on gross proceeds together with 1,145,400 broker
warrants, each entitling the holder to acquire shares of Niger Uranium at a
price of 0.50 UK pound sterling per share for a period of two years.

The total consideration received by NWT for the Irhazer and In
Gall Projects (Niger) was calculated as follows:

Consideration received:

|Cash                                                                                                                            | $ | 4,800,000  |  |  |  | 
|------------------------------------------------------------------------------------------------------------------------------- | - | ---------- |  |  |  | 
|                                                                                                                                |   |            |  |  |  | 
|31,955,000 Niger Uranium Limited common shares                                                                                  |   | 15,982,500 |  |  |  | 
|                                                                                                                                |   |            |  |  |  | 
|Total sale price                                                                                                                | $ | 20,782,500 |  |  |  | 
|                                                                                                                                |   |            |  |  |  | 
|Details of the net assets sold are summarized below:                                                                            |   |            |  |  |  | 
|                                                                                                                                |   |            |  |  |  | 
|Fixed assets, net                                                                                                               | $ | 191,995    |  |  |  | 
|                                                                                                                                |   |            |  |  |  | 
|Interest in exploration properties and deferred exploration
      properties -        Irhazer and In Gall
      Projects, Niger |   | 1,330,497  |  |  |  | 
|                                                                                                                                |   |            |  |  |  | 
|                                                                                                                                | $ | 1,522,492  |  |  |  | 
|                                                                                                                                |   |            |  |  |  | 
|Gain on disposition of Irhazer and In Gall Projects, Niger                                                                      | $ | 19,260,008 |  |  |  | 

- 31 -

---



|NWT URANIUM CORP.                                         
|----------------------------------------------------------
|(FORMERLY NORTHWESTERN MINERAL VENTURES INC.)             
|(AN EXPLORATION STAGE COMPANY)                            
|Notes to Consolidated Financial Statements                
|(Expressed in Canadian Dollars)                           
|                                                          
|For the years ended
      December 31, 2008, 2007 and 2006

12.    INCOME TAXES

The following table reconciles the expected income tax recovery
at the Canadian Federal and Provincial statutory rate of 34% (2007 - 34%; 2006 -
36%) to the amounts recognized in the statements of operations:

|For the years
      ended December 31,               |   | 2008       |   |   | 2007       |   |   | 2006       |  
|---------------------------------------------------- | - | ---------- | - | - | ---------- | - | - | ---------- | -
|                                                     |   |            |   |   |            |   |   |            |  
|(Loss) income before taxes                           | $ | (3,752,465 | ) | $ | 15,410,918 |   | $ | (2,790,340 | )
|                                                     |   |            |   |   |            |   |   |            |  
|Expected income tax (recovery) expense               |   | (1,257,075 | ) |   | 5,239,700  |   |   | (1,004,500 | )
|Permanent differences                                |   | 163,265    |   |   | 122,100    |   |   | (28,600    | )
|Tax rate changes and other adjustments               |   | 1,043,121  |   |   | (102,866   | ) |   | (35,156    | )
|Effects of loss carryback                            |   | (910,965   | ) |   | -          |   |   | -          |  
|Increase (decrease) in valuation allowance           |   | -          |   |   | (1,593,400 | ) |   | 699,400    |  
|                                                     |   |            |   |   |            |   |   |            |  
|Income tax (recovery) expense reflected in
      the |   |            |   |   |            |   |   |            |  
|statement of operations                              | $ | (961,654   | ) | $ | 3,665,534  |   | $ | (368,856   | )

The Company's income tax (recovery) expense is allocated as
follows:

|Current tax (recovery) expense      | $ | (1,030,673 | ) | $ | 3,312,134 |  | $ | -        |  
|----------------------------------- | - | ---------- | - | - | --------- |  | - | -------- | -
|Future tax
      (recovery) expense |   | 69,019     |   |   | 353,400   |  |   | (368,856 | )
|                                    |   |            |   |   |           |  |   |          |  
|                                    | $ | (961,654   | ) | $ | 3,665,534 |  | $ | (368,856 | )

The Company's future income tax assets and liabilities at
December 31, 2008 and 2007 are as follows:

2008
    
    
    2007Future Income Tax AssetsFixed assets
    
    58,981
    
    
    (4,400
    )Share issue costs
    
    175,962
    
    
    308,400234,943
    
    
    304,000Less:
      allocated against future income tax liabilities
    
    (234,943
    )
    
    (304,000
    )Net
      future income tax assets
    $
    -
    
    $
    -Future Income Tax LiabilitiesExploration properties
    $
    (657,362
    )
    $
    (657,400
    )Unrealized gain on
      long-term investments
    
    -
    
    
    (314,553
    )Less: reduction
      due to allocation of applicable
      future              
       income tax assets
    
    234,943
    
    
    304,000$
    (422,419
    )
    $
    (667,953
    )


- 32 -

---



|NWT URANIUM CORP.                                         
|----------------------------------------------------------
|(FORMERLY NORTHWESTERN MINERAL VENTURES INC.)             
|(AN EXPLORATION STAGE COMPANY)                            
|Notes to Consolidated Financial Statements                
|(Expressed in Canadian Dollars)                           
|                                                          
|For the years ended
      December 31, 2008, 2007 and 2006

13.      SEGMENTED INFORMATION

Operating segments are defined as components of an enterprise
about which separate financial information is available that is evaluated
regularly by the chief operation decision maker, or decision making group, in
deciding how to allocate resources and in assessing performance.

The Company's reportable segments are based upon the geographic
region for the Company's operations or tradeable financial instruments, and
include Canada, Mexico and Niger.

The Companys principal operations are the acquisition,
exploration and development of mineral properties. All exploration properties
are situated in Canada, Mexico and Niger. Cash and short term investments of
$7,455,957 (2007 - $13,090,154) are held in Canadian chartered banks, $26,374
(2007 - $128,964) held in Mexico and $4,895 (2007 - $4,895) is held in Niger.
Total assets are held as follows:

|December 31,
      2008                                                                           |   | Canada     |   |   | Mexico    |   |   | Niger      |   |   | Total      |  
|------------------------------------------------------------------------------------------------- | - | ---------- | - | - | --------- | - | - | ---------- | - | - | ---------- | -
|                                                                                                  |   |            |   |   |           |   |   |            |   |   |            |  
|Current assets                                                                                    | $ | 10,472,027 |   | $ | 26,374    |   | $ | 4,895      |   | $ | 10,503,296 |  
|Investment in exploration properties
      and            deferred
      exploration expenditures |   | 1,873,170  |   |   | 2,118,897 |   |   | -          |   |   | 3,992,067  |  
|Equipment                                                                                         |   | 482,811    |   |   | -         |   |   | -          |   |   | 482,811    |  
|Other assets                                                                                      |   | 34,154     |   |   | -         |   |   | 3,107,920  |   |   | 3,142,074  |  
|                                                                                                  |   |            |   |   |           |   |   |            |   |   |            |  
|                                                                                                  | $ | 12,862,162 |   | $ | 2,145,271 |   | $ | 3,112,815  |   | $ | 18,120,248 |  
|                                                                                                  |   |            |   |   |           |   |   |            |   |   |            |  
|                                                                                                  |   |            |   |   |           |   |   |            |   |   |            |  
|Net loss for the year ended                                                                       | $ | (1,533,455 | ) | $ | (214,271  | ) | $ | (1,043,085 | ) | $ | (2,790,811 | )



|December 31,
      2007                                                                           |   | Canada     |  |   | Mexico    |  |   | Niger      |  |   | Total      | 
|------------------------------------------------------------------------------------------------- | - | ---------- |  | - | --------- |  | - | ---------- |  | - | ---------- | 
|                                                                                                  |   |            |  |   |           |  |   |            |  |   |            | 
|Current assets                                                                                    | $ | 13,571,674 |  | $ | 128,964   |  | $ | 581,028    |  | $ | 14,281,666 | 
|Investment in exploration properties
      and            deferred
      exploration expenditures |   | 3,349,467  |  |   | 1,990,494 |  |   | -          |  |   | 5,339,961  | 
|Equipment                                                                                         |   | 676,627    |  |   | -         |  |   | -          |  |   | 676,627    | 
|Other assets                                                                                      |   | 61,119     |  |   | -         |  |   | 17,067,165 |  |   | 17,128,284 | 
|                                                                                                  |   |            |  |   |           |  |   |            |  |   |            | 
|                                                                                                  | $ | 17,658,887 |  | $ | 2,119,458 |  | $ | 17,648,193 |  | $ | 37,426,538 | 
|                                                                                                  |   |            |  |   |           |  |   |            |  |   |            | 
|                                                                                                  |   |            |  |   |           |  |   |            |  |   |            | 
|Net income for the year ended                                                                     | $ | 7,150,614  |  | $ | 701,101   |  | $ | 3,893,669  |  | $ | 11,745,384 | 

The allocation of net income (loss) to each segment is based on
the weighted average of the balance of the assets associated with each segment
in the period reported and the ending balance of assets associated with each
segment in the period ended 12 months prior.

- 33 -

---



|NWT URANIUM CORP.                                         
|----------------------------------------------------------
|(FORMERLY NORTHWESTERN MINERAL VENTURES INC.)             
|(AN EXPLORATION STAGE COMPANY)                            
|Notes to Consolidated Financial Statements                
|(Expressed in Canadian Dollars)                           
|                                                          
|For the years ended
      December 31, 2008, 2007 and 2006



|14. | DIFFERENCES BETWEEN CANADIAN
      AND U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
|--- | ------------------------------------------------------------------------------------

These consolidated financial statements have been prepared in
accordance with generally accepted accounting principles in Canada (Canadian
GAAP). The following represents the material adjustments to the consolidated
financial statements as at December 31, 2008 and 2007 and for the years ended
December 31, 2008, 2007 and 2006 in order to conform to accounting principles
generally accepted in the United States (US GAAP).

|As at December
      31,                                                        |   | 2008       |   |   | 2007       |  
|------------------------------------------------------------------------------- | - | ---------- | - | - | ---------- | -
|                                                                                |   |            |   |   |            |  
|Assets                                                                          |   |            |   |   |            |  
|Canadian GAAP                                                                   | $ | 18,120,248 |   | $ | 37,426,538 |  
|Exploration properties and deferred exploration
      expenditures (a)          |   | (2,721,366 | ) |   | (4,138,093 | )
|                                                                                |   |            |   |   |            |  
|US
      GAAP                                                                   | $ | 15,398,882 |   | $ | 33,288,445 |  
|                                                                                |   |            |   |   |            |  
|Future Income Taxes                                                             |   |            |   |   |            |  
|Canadian GAAP                                                                   | $ | (422,419   | ) | $ | (667,953   | )
|Change in tax rate (c)                                                          |   | -          |   |   | (139,900   | )
|Exploration properties and deferred exploration
      expenditures expensed (a) |   | 734,769    |   |   | 1,333,500  |  
|Increase in valuation allowance                                                 |   | (312,350   | ) |   | (840,200   | )
|                                                                                |   |            |   |   |            |  
|US
      GAAP                                                                   | $ | -          |   | $ | (314,553   | )



|As at December
      31,                               |   | 2008       |   |   | 2007       |   |   | 2006       |  
|------------------------------------------------------ | - | ---------- | - | - | ---------- | - | - | ---------- | -
|                                                       |   |            |   |   |            |   |   |            |  
|Capital Stock                                          |   |            |   |   |            |   |   |            |  
|Canadian GAAP                                          | $ | 20,633,843 |   | $ | 19,574,843 |   | $ | 18,478,026 |  
|Flow through shares (b)                                |   | 247,389    |   |   | 247,389    |   |   | 247,389    |  
|                                                       |   |            |   |   |            |   |   |            |  
|US
      GAAP                                          | $ | 20,881,232 |   | $ | 19,822,232 |   | $ | 18,725,415 |  
|                                                       |   |            |   |   |            |   |   |            |  
|Retained earnings (deficit)                            |   |            |   |   |            |   |   |            |  
|Canadian GAAP                                          | $ | 3,598,458  |   | $ | 6,389,269  |   | $ | (5,356,115 | )
|Cumulative exploration properties
      adjustment (a) |   | (2,721,366 | ) |   | (4,138,093 | ) |   | (3,078,668 | )
|Future income tax adjustment (b)                       |   | 69,019     |   |   | 353,400    |   |   | -          |  
|Flow-through shares (b)                                |   | (247,389   | ) |   | (247,389   | ) |   | (247,389   | )
|                                                       |   |            |   |   |            |   |   |            |  
|US
      GAAP                                          | $ | 698,722    |   | $ | 2,357,187  |   | $ | (8,682,172 | )

- 34 -

---



|NWT URANIUM CORP.                                         
|----------------------------------------------------------
|(FORMERLY NORTHWESTERN MINERAL VENTURES INC.)             
|(AN EXPLORATION STAGE COMPANY)                            
|Notes to Consolidated Financial Statements                
|(Expressed in Canadian Dollars)                           
|                                                          
|For the years ended
      December 31, 2008, 2007 and 2006



|14. | DIFFERENCES BETWEEN CANADIAN AND U.S. GENERALLY
      ACCEPTED ACCOUNTING PRINCIPLES (continued)
|--- | ------------------------------------------------------------------------------------------------



|For the periods
      ended December 31,                                            |   | 2008       |   |   | 2007       |   |   | 2006        |  
|----------------------------------------------------------------------------------- | - | ---------- | - | - | ---------- | - | - | ----------- | -
|                                                                                    |   |            |   |   |            |   |   |             |  
|Statement of Operations                                                             |   |            |   |   |            |   |   |             |  
|Net (loss) income and comprehensive (loss) income
              under Canadian GAAP | $ | (2,790,811 | ) | $ | 11,745,384 |   | $ | (2,421,484  | )
|                                                                                    |   |            |   |   |            |   |   |             |  
|Exploration properties and deferred exploration
      expenditures (a)              |   | (444,170   | ) |   | (2,166,074 | ) |   | (2,302,282  | )
|Gain on disposition of Irhazer and In Gall
      Projects, Niger (e)                |   | -          |   |   | 1,106,649  |   |   | -           |  
|Future income taxes (b)                                                             |   | 69,019     |   |   | 353,400    |   |   | -           |  
|Flow-through shares (b)                                                             |   | -          |   |   | -          |   |   | (202,189    | )
|                                                                                    |   |            |   |   |            |   |   |             |  
|Net loss and comprehensive loss under US GAAP                                       | $ | (3,165,962 | ) | $ | 11,039,359 |   | $ | (4,925,955  | )
|                                                                                    |   |            |   |   |            |   |   |             |  
|Basic and diluted (loss) income per share - US GAAP                                 | $ | (0.03      | ) | $ | 0.10       |   | $ | (0.05       | )
|                                                                                    |   |            |   |   |            |   |   |             |  
|Statement of Cash Flows                                                             |   |            |   |   |            |   |   |             |  
|Cash flows from operating activities under Canadian GAAP                            | $ | (6,091,696 | ) | $ | (1,209,395 | ) | $ | (963,753    | )
|Exploration properties and deferred exploration
      expenditures (a)              |   | (385,170   | ) |   | (3,694,721 | ) |   | (3,421,836  | )
|                                                                                    |   |            |   |   |            |   |   |             |  
|Cash flows from operating activities under US GAAP                                  | $ | (6,476,866 | ) | $ | (4,904,116 | ) | $ | (4,385,589  | )
|                                                                                    |   |            |   |   |            |   |   |             |  
|Cash flows from investing activities under
      Canadian GAAP                      | $ | 11,620,725 |   | $ | (3,973,902 | ) | $ | (13,249,498 | )
|                                                                                    |   |            |   |   |            |   |   |             |  
|Exploration properties and deferred exploration
      expenditures (a)              |   | 385,170    |   |   | 3,694,721  |   |   | 3,421,836   |  
|                                                                                    |   |            |   |   |            |   |   |             |  
|Cash flows from investing activities under US GAAP                                  | $ | 12,005,895 |   | $ | (279,181   | ) | $ | (9,827,662  | )

- 35 -

---



|NWT URANIUM CORP.                                         
|----------------------------------------------------------
|(FORMERLY NORTHWESTERN MINERAL VENTURES INC.)             
|(AN EXPLORATION STAGE COMPANY)                            
|Notes to Consolidated Financial Statements                
|(Expressed in Canadian Dollars)                           
|                                                          
|For the years ended
      December 31, 2008, 2007 and 2006



|14. | DIFFERENCES BETWEEN CANADIAN AND U.S. GENERALLY
      ACCEPTED ACCOUNTING PRINCIPLES (continued)
|--- | ------------------------------------------------------------------------------------------------

(a) Exploration Properties and Deferred Exploration
ExpendituresUnder Canadian GAAP, resource property acquisition costs
and exploration costs may be deferred and amortized during the search for a
commercially mineable body of ore. In 2006, for purposes of US GAAP, the Company
expensed resource property acquisition costs. Under US GAAP, the Company
capitalizes mineral property acquisition costs. This change has been applied
retrospectively and the comparatives for 2006 and 2005 and have been re-stated
accordingly. The amounts capitalized for the years ended December 31, 2006 and
2005 were $1,108,762 and $299,315 respectively, with a corresponding reduction
in net loss of $809,447 and $247,815. This change did not affect basic and
diluted loss per share for the year ended December 31, 2006. The basic and
diluted loss per share for the year ended December 31, 2005 increased by $0.01
per share to a loss of $0.02 per share.

Under US GAAP, exploration costs are not considered to have the
characteristics of property, plant and equipment and accordingly are expensed
prior to the Company determining that economically proven and probable reserves
exist, after which all costs are capitalized. Capitalized costs are then
amortized on a unit-of-production basis based on proven and probable reserves.
For the purposes of the consolidated statements of cash flows, exploration costs
are classified as cash used in investing activities under Canadian GAAP and cash
used in operations under US GAAP. Under US GAAP, the property expenditure
advances would be classified as current assets on the balance sheet and included
in the amounts receivable and prepaid expenses.

(b) Flow-through SharesUnder Canadian GAAP,
flow-through shares are recorded at their face value, net of related issuance
costs. When eligible expenditures are made, the carrying value of these
expenditures may exceed their tax value due to the renunciation of the tax
benefit by the Company. The tax effect of this temporary difference is recorded
as a cost of issuing the shares.

The Financial Accounting Standards Board (FASB) staff has
taken the view that under SFAS No. 109, Accounting for Income Taxes, the
proceeds from issuance should be allocated between the offering of shares and
the sale of tax benefits. The allocation is made based on the difference between
the quoted price of the existing shares and the amount the investor pays for the
shares. A liability is recognized for this difference. The liability is
reversed, when tax benefits are renounced and a deferred tax liability is
recognized at that time. Income tax expense is the difference between the amount
of deferred tax liability and the liability recognized on issuance. Under US
GAAP, the amounts received from the issuance of flow-through shares and not yet
expended on the related exploration costs are separately classified as
restricted cash. As at December 31, 2008 and 2007, there were no unexpended
flow-through funds.

(c) Income TaxesUnder Canadian GAAP, future income
taxes are calculated based on enacted or substantively enacted tax rates
applicable to future years. Under US GAAP, only enacted rates are used in the
calculation of future income taxes.

(d) Stock-Based Employee CompensationOn September
26, 2003 (date of incorporation), the Company prospectively adopted the fair
value based method for its employee options. Consequently, there were no
differences between Canadian and US GAAP with respect to options granted since
inception.

(e) Gain on Disposition of Irhazer and In Gall Projects,
NigerDuring the year ended December 31, 2007, the Company disposed of
some of its resource properties. The gain for US GAAP purposes would be higher
than for Canadian purposes due to the cost base that exists for Canadian
purposes as resource property acquisition costs and exploration costs were
capitalized.

- 36 -

---



|NWT URANIUM CORP.                                         
|----------------------------------------------------------
|(FORMERLY NORTHWESTERN MINERAL VENTURES INC.)             
|(AN EXPLORATION STAGE COMPANY)                            
|Notes to Consolidated Financial Statements                
|(Expressed in Canadian Dollars)                           
|                                                          
|For the years ended
      December 31, 2008, 2007 and 2006



|14. | DIFFERENCES BETWEEN CANADIAN AND U.S. GENERALLY
      ACCEPTED ACCOUNTING PRINCIPLES (continued)
|--- | ------------------------------------------------------------------------------------------------

(f) Recent Accounting Pronouncements

Fair Value MeasurementsIn September 2006, the FASB
issued SFAS No. 157, "Fair Value Measurements" ("SFAS 157"). SFAS 157 defines
fair value, establishes a framework for measuring fair value in accordance with
accounting principles generally accepted in the United States, and expands
disclosures about fair value measurements. SFAS No. 157 is effective for
financial statements issued for fiscal years beginning after November 15, 2007,
with earlier application encouraged. Any amounts recognized upon adoption as a
cumulative effect adjustment will be recorded to the opening balance of retained
earnings in the year of adoption. On February 12, 2008, the FASB delayed the
effective date for non-financial assets and liabilities to fiscal years
beginning after November 15, 2008; however, the effective date for financial
assets remains intact. The Company is currently evaluating the impact of SFAS
No. 157 on its consolidated results of operations and financial position.

Business CombinationsIn December 2007, the FASB
issued SFAS No. 141(R), Business Combinations (SFAS 141(R)). This Statement
replaces SFAS No. 141, Business Combinations (SFAS 141). This Statement
retains the fundamental requirements in SFAS 141 that the acquisition method of
accounting (which SFAS 141 called the purchase method) be used for all business
combinations and for an acquirer to be identified for each business combination.
This Statement also establishes principles and requirements for how the
acquirer: a) recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, and any non-controlling
interest in the acquiree; b) recognizes and measures the goodwill acquired in
the business combination or a gain from a bargain purchase and c) determines
what information to disclose to enable users of the financial statements to
evaluate the nature and financial effects of the business combination. SFAS
141(R) will apply prospectively to business combinations for which the
acquisition date is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2008. As the provisions of SFAS
No.141(R) are applied prospectively, the impact of this standard cannot be
determined until the transaction occurs.

Determining Whether Instruments Granted in Share-Based
Payment Transactions Are Participating SecuritiesIn June 2008, the FASB
issued Staff Position (FSP) EITF 03-6-1, Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities" ("EITF
03-6-1") Securities participating in dividends with common stock according to a
formula are participating securities. This FSP determined unvested shares of
restricted stock and stock units with non-forfeitable rights to dividends are
participating securities. Participating securities require the two-class
method to be used to calculate basic earnings per share. This method lowers
basic earnings per common share. This FSP takes effect in the first quarter of
fiscal years beginning after December 15, 2008 and will be applied
retrospectively for all periods presented. It will be effective for the Company
on January 1, 2009. The Company does not expect FSP EITF 03-6-1 to have a
material effect on its consolidated financial statements.

The Hierarchy of Generally Accepted Accounting PrinciplesIn May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally
Accepted Accounting Principles" ("SFAS 162"). SFAS 162 identifies the sources of
accounting principles and the framework for selecting the principles to be used
in the preparation of financial statements of nongovernmental entities that are
presented in conformity with GAAP. SFAS 162 is effective 60 days following the
Securities and Exchange Commission's approval of the Public Company Accounting
Oversight Board amendments to AU Section 411, "The Meaning of Present Fairly in
Conformity with Generally Accepted Accounting Principles." The Company is
currently evaluating the potential impact of the adoption of SFAS 162.

- 37 -

---



|NWT URANIUM CORP.                                         
|----------------------------------------------------------
|(FORMERLY NORTHWESTERN MINERAL VENTURES INC.)             
|(AN EXPLORATION STAGE COMPANY)                            
|Notes to Consolidated Financial Statements                
|(Expressed in Canadian Dollars)                           
|                                                          
|For the years ended
      December 31, 2008, 2007 and 2006

15.      SUPPLEMENTAL CASH FLOW
INFORMATION

|                                                                           |  |           |   |  |         |   |  |         |   |  | Cumulative           | 
|-------------------------------------------------------------------------- |  | --------- | - |  | ------- | - |  | ------- | - |  | -------------------- | 
|                                                                           |  | 2008      |   |  | 2007    |   |  | 2006    |   |  | from
      inception | 
|                                                                           |  | $         |   |  | $       |   |  | $       |   |  | $                    | 
|                                                                           |  |           |   |  |         |   |  |         |   |  |                      | 
|Interest paid                                                              |  | -         |   |  | 920     |   |  | -       |   |  | 3,899                | 
|Income taxes paid                                                          |  | 3,211,600 |   |  | -       |   |  | -       |   |  | -                    | 
|Warrants issued for services provided                                      |  | -         |   |  | -       |   |  | 770,214 |   |  | 796,736              | 
|Change in accrued exploration expenditures                                 |  | (23,629   | ) |  | 51,690  |   |  | 110,613 |   |  | 201,384              | 
|Change in accrued share issue costs                                        |  | -         |   |  | -       |   |  | (19,897 | ) |  | -                    | 
|Value of shares and options issued to acquire exploration
      properties |  | 59,000    |   |  | 229,500 |   |  | 521,119 |   |  | 991,619              | 
|Change in accrued capitalized interest                                     |  | (39,001   | ) |  | 54,324  |   |  | 176,384 |   |  | 191,707              | 
|Change in accrued
      prepaid expenditures                               |  | (26,965   | ) |  | (71,973 | ) |  | 133,092 |   |  | 34,154               | 

16.      COMMITMENTS AND
CONTINGENCIES

The Companys mining and exploration activities are subject to
various federal, provincial and state laws and regulations governing the
protection of the environment. These laws and regulations are continually
changing and generally becoming more restrictive. The Company conducts its
operations so as to protect public health and the environment and believes its
operations are materially in compliance with all applicable laws and
regulations. The Company has made, and expects to make in the future,
expenditures to comply with such laws and regulations.

17.      RESTATEMENT OF PRIOR YEAR
FINANCIAL STATEMENTS

Based upon a re-evaluation of the nature of the relationship
between the Company and Niger Uranium (note 11), the Company has determined that
it has never exerted significant influence over Niger Uranium. As a result of
this determination, accounting for the investment in Niger Uranium under the
equity method was not appropriate in the prior year. Consequently, the
investment has been reclassified as an available-for-sale financial instrument
recorded initially at fair value with changes in fair value reflected through
other comprehensive income until the investment is derecognized or impaired. The
effect of this restatement as at December 31, 2007 and for the year then ended
has been to increase the carrying value of the investment by $1,084,666,
increase net comprehensive income and accumulated other comprehensive income by
$770,112 and increase future income tax liability by $314,553.

Due to the restatement, the reported comprehensive income for
the year increased from $11,745,384 to $12,515,496.

18.      COMPARATIVE INFORMATION

Certain comparative figures have been reclassified to conform
with current year financial statement presentation.

19.      SUBSEQUENT EVENT

On February 13, 2009, the Company granted 5,200,000 options to
various directors, officers, employees and consultants. The options vested
immediately, are exercisable at $0.10 per share and expire on February 13, 2014.

- 38 -

---