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SECURITIESAND EXCHANGE COMMISSION

Washington, D.C.20549

FORM20-F-A-2

|        |                                                                                             |
|--------|---------------------------------------------------------------------------------------------|
|   | REGISTRATIONSTATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGEACT OF1934 |

OR

|        |                                                                                                                               |
|--------|-------------------------------------------------------------------------------------------------------------------------------|
|   | ANNUALREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934For the Fiscal Year Ended December  31,2005 |

OR

|        |                                                                                                        |
|--------|--------------------------------------------------------------------------------------------------------|
|   | TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934[NO FEEREQUIRED] |

OR

|        |                                                                                                            |
|--------|------------------------------------------------------------------------------------------------------------|
|   | SHELLCOMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 [NO FEEREQUIRED] |

For the transition periodfrom                       to                  

Commissionfile number – 0-50822

NORTHWESTERN MINERALVENTURES INC.

(Exact name of Registrant asspecified in its charter)

NORTHWESTERN MINERALVENTURES INC.

(Translation ofRegistrant’s name into English)

Province ofOntario, Canada

(Jurisdiction ofincorporation or organization)

36 TorontoStreetSuite 1000Toronto, Ontario M5C2C5

(Address of principal executiveoffices)

Securities registered or to beregistered pursuant to Section 12(g) of theAct:

CommonShares

(Title ofClass)

Securities for which there is areporting obligation pursuant to Section 15(d) of theAct:

None

(Title ofClass)

Indicate the number of outstanding shares of each ofthe issuer’s classes of capital or common shares as of the closeof the period covered by the annualreport.

80,226,090

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|--|
|  |  |  |  |
|  |

Indicateby check mark if the Registrant is a well-known seasoned issuer, asdefined in Rule 405 of the Securities Act.Yes . No.

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

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

Indicate by check mark whether theRegistrant is a large accelerated filer, an accelerated filer, or anon-accelerated filer. See definition of ‘‘acceleratedfiler and large accelerated filer’’ in Rule 12b-2 of theExchange Act. (Check one)

Large acceleratedfiler.                                                        Acceleratedfiler.                                                Non-acceleratedfiler .

Indicate by check mark which financial statementitem the Registrant has elected to follow.         Item 17. Item 18 

If this is an annual report, indicateby check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Exchange Act).         Yes. . No.

All references herein are to Canadian dollars.Reference is made to ‘‘Item 3. KeyInformation.’’ for exchange rate information for theCanadian Dollar.

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TABLEOFCONTENTS

|                                                                                                                                                                                                                                                                         |  |  |  |  |        |  |  |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|--------|--|--|
| TABLEOF CONTENTS                                                                                                                                                                                                                                                        |  |  |  |  | i      |  |  |
| PARTI                                                                                                                                                                                                                                                                   |  |  |  |  | 1      |  |  |
| Item 1.    Identityof Directors, Senior Management andAdvisers                                                                                                                                                                                      |  |  |  |  | 1      |  |  |
| Item2.    Offer Statistics and ExpectedTimetable                                                                                                                                                                                                    |  |  |  |  | 1      |  |  |
| Item3.    KeyInformation                                                                                                                                                                                                                            |  |  |  |  | 1      |  |  |
| SelectedFinancialData                                                                                                                                                                                                                                                   |  |  |  |  | 1      |  |  |
| Capitalizationand Indebtedness                                                                                                                                                                                                                                          |  |  |  |  | 2      |  |  |
| Reasons for theOffer and Use of Proceeds                                                                                                                                                                                                                                |  |  |  |  | 2      |  |  |
| RiskFactors                                                                                                                                                                                                                                                             |  |  |  |  | 2      |  |  |
| RiskFactors Affecting TheCompany                                                                                                                                                                                                                                        |  |  |  |  | 3      |  |  |
| We Have NoOngoing Mining Operations, None of our Mineral Properties Contain aKnown Commercially Mineable Mineral Deposit, We Have Never Received AnyRevenues From Mining Operations, and Our Chances of Reaching theDevelopment Stage on Any of our Properties isRemote |  |  |  |  | 3      |  |  |
| We Will Need to RaiseSubstantial Funding in Order to Carry Out OurActivities                                                                                                                                                                                            |  |  |  |  | 3      |  |  |
| Lack of RevenueProducing Operations                                                                                                                                                                                                                                     |  |  |  |  | 4      |  |  |
| We CouldLose our Interests in our Properties if Minimum Annual Work is NotConducted                                                                                                                                                                                     |  |  |  |  | 4      |  |  |
| Item4.    Information on theCompany                                                                                                                                                                                                                 |  |  |  |  |   |  |  |
| Property, Plantsand Equipment                                                                                                                                                                                                                                           |  |  |  |  |   |  |  |
| Title ToOur Mining Properties Has Not BeenVerified.                                                                                                                                                                                                                     |  |  |  |  | 4      |  |  |
| The Value of ourMineral Properties is Dependent Upon Commodity Prices Which CanFluctuate Widely                                                                                                                                                                         |  |  |  |  | 4      |  |  |
| We Are NotEngaged in Mining Operations; In the Event We Engage in MiningOperations in the Future, We Would Face SubstantialRegulation                                                                                                                                   |  |  |  |  | 5      |  |  |
| Titles to the MexicanProperties in which the Company has an Interest are not Registered inthe Name of the Company, which may Result in Potential Title DisputesHaving a Negative Impact on theCompany.                                                                  |  |  |  |  | 5      |  |  |
| The Properties in Whichthe Company has Interests in Mexico are Subject to Changes inGovernmental Laws, Regulations, Economic Conditions or Shifts inPolitical Attitudes or Stability inMexico                                                                           |  |  |  |  | 5      |  |  |
| Mexican Foreign Investmentand Income Tax Laws apply to theCompany                                                                                                                                                                                                       |  |  |  |  | 5      |  |  |
| Foreign currencyfluctuations and inflationary pressures may have a negative impact onthe Company’s financial position andresults                                                                                                                                  |  |  |  |  | 6      |  |  |
| Regulation of MiningOperations in Mexico is VeryExtensive                                                                                                                                                                                                               |  |  |  |  | 6      |  |  |
| Risks related to theCompany’s Foreign Investments andOperations                                                                                                                                                                                                   |  |  |  |  | 6      |  |  |
| There is a Risk thatwe will be Unable to Compete for Mineral Properties, Investment Fundsand Technical Expertise                                                                                                                                                        |  |  |  |  | 6      |  |  |
| We Do NotHave Insurance; We Will Not be Able to Insure Against All PossibleRisks                                                                                                                                                                                        |  |  |  |  | 6      |  |  |
| If We are Unable toMaintain the Infrastructure for Our Exploration Activities, We Could beAdversely Affected                                                                                                                                                            |  |  |  |  | 7      |  |  |
| Management MayBe Subject to Conflicts of Interest Due to Affiliations with OtherResource Companies                                                                                                                                                                      |  |  |  |  | 7      |  |  |
| Our ManagementMay Not Be Subject to U.S. LegalProcess                                                                                                                                                                                                                   |  |  |  |  | 7      |  |  |
| Prices for PreciousMetals such as Gold are Volatile and CouldDecline                                                                                                                                                                                                    |  |  |  |  | 7      |  |  |
| Our Stock will be a PennyStock which Imposes Significant Restrictions on Broker-DealersRecommending the Stock ForPurchase                                                                                                                                               |  |  |  |  | 8      |  |  |
| Our Stock Price Could beVolatile                                                                                                                                                                                                                                        |  |  |  |  | 8      |  |  |
| We Do Not Plan to PayAny Dividends in the ForeseeableFuture                                                                                                                                                                                                             |  |  |  |  | 8      |  |  |
| FutureSales of Common Shares by ExistingShareholders                                                                                                                                                                                                                    |  |  |  |  | 8      |  |  |
| Item4.    Information on theCompany                                                                                                                                                                                                                 |  |  |  |  | 9      |  |  |
| Historyand Development of the Company                                                                                                                                                                                                                                   |  |  |  |  | 9      |  |  |
|                                                                                                                                                                                                                                                                         |

i

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|                                                                           |  |  |  |  |        |  |  |
|---------------------------------------------------------------------------|--|--|--|--|--------|--|--|
| BusinessOverview                                                          |  |  |  |  | 9      |  |  |
| Forward-LookingStatements                                                 |  |  |  |  | 9      |  |  |
| General                                                                   |  |  |  |  | 9      |  |  |
| Item4.    Information on theCompany                   |  |  |  |  | 9      |  |  |
| Property, PlantsandEquipment                                              |  |  |  |  |   |  |  |
| Descriptionof MiningIndustry                                              |  |  |  |  | 10     |  |  |
| Regulation ofMiningIndustry                                               |  |  |  |  | 11     |  |  |
| Canada                                                                    |  |  |  |  | 11     |  |  |
| Mexico                                                                    |  |  |  |  | 12     |  |  |
| Republicof Niger                                                          |  |  |  |  | 12     |  |  |
| OrganizationalStructure                                                   |  |  |  |  | 13     |  |  |
| Property, Plants andEquipment                                             |  |  |  |  | 13     |  |  |
| PicachosProject, Durango State,Mexico                                     |  |  |  |  | 13     |  |  |
| Summaryof 2004 Minimum Work Exploration Program andBudget                 |  |  |  |  | 16     |  |  |
| Summaryof First Phase 2005 ExplorationProgram                             |  |  |  |  | 16     |  |  |
| Summaryof Proposed Second Phase 2005-2006 ExplorationProgram              |  |  |  |  | 16     |  |  |
| Managementof PicachosProject                                              |  |  |  |  | 17     |  |  |
| B.    UraniumConcession, Niger,Africa                 |  |  |  |  | 17     |  |  |
| PropertyDescription                                                       |  |  |  |  | 17     |  |  |
| Access toProperties                                                       |  |  |  |  | 18     |  |  |
| Work Programand Budget for the First Three-YearPeriod                     |  |  |  |  | 18     |  |  |
| History                                                                   |  |  |  |  | 19     |  |  |
| WaterburyUranium Project, Saskatchewan,Canada                             |  |  |  |  | 19     |  |  |
| Location andAccess                                                        |  |  |  |  | 20     |  |  |
| Climate                                                                   |  |  |  |  | 20     |  |  |
| HistoryofExploration                                                      |  |  |  |  | 21     |  |  |
| Geology                                                                   |  |  |  |  | 21     |  |  |
| FireflyProject,Utah                                                       |  |  |  |  |   |  |  |
| NorthRae Uranium Project, Northern Quebec,Canada                          |  |  |  |  | 21     |  |  |
| Location andAccess                                                        |  |  |  |  | 22     |  |  |
| Climate                                                                   |  |  |  |  | 22     |  |  |
| HistoryofExploration                                                      |  |  |  |  | 23     |  |  |
| Geology                                                                   |  |  |  |  | 23     |  |  |
| SegueneyUranium Property, Charlevoix County, Quebec,Canada                |  |  |  |  | 23     |  |  |
| CashPayments                                                              |  |  |  |  | 24     |  |  |
| ShareIssuances                                                            |  |  |  |  | 24     |  |  |
| GLOSSARY                                                                  |  |  |  |  | 25     |  |  |
| Item5.    Operating and Financial Review andProspects |  |  |  |  | 28     |  |  |
| Overview                                                                  |  |  |  |  | 28     |  |  |
| OperatingResults                                                          |  |  |  |  | 28     |  |  |
| Liquidity andCapitalResources                                             |  |  |  |  | 29     |  |  |
| Research anddevelopment, patents and licenses,etc                         |  |  |  |  | 30     |  |  |
| TrendInformation                                                          |  |  |  |  | 30     |  |  |
| Off-BalanceSheetArrangements                                              |  |  |  |  | 30     |  |  |
| TabularDisclosure of ContractualObligations                               |  |  |  |  | 30     |  |  |
| Item6.    Directors, Senior Management andEmployees   |  |  |  |  | 31     |  |  |
| Directors andSeniorManagement.                                            |  |  |  |  | 31     |  |  |
| Compensation                                                              |  |  |  |  | 33     |  |  |
| NoTermination Agreements for Executive Officers andDirectors.             |  |  |  |  | 34     |  |  |
| Stock OptionPlan                                                          |  |  |  |  | 34     |  |  |
| Options/SARs Grantedduring Fiscal Year Ended December 31,2005             |  |  |  |  | 34     |  |  |
| BoardPractices                                                            |  |  |  |  | 35     |  |  |
|                                                                           |

ii

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|                                                                                                           |  |  |  |  |    |  |  |
|-----------------------------------------------------------------------------------------------------------|--|--|--|--|----|--|--|
| Compositionof the AuditCommittee                                                                          |  |  |  |  | 35 |  |  |
| Pre-ApprovalPolicies andProcedures                                                                        |  |  |  |  | 35 |  |  |
| CompensationCommittee                                                                                     |  |  |  |  | 35 |  |  |
| Employees                                                                                                 |  |  |  |  | 35 |  |  |
| ShareOwnership                                                                                            |  |  |  |  | 36 |  |  |
| Item7.    Major Shareholders and Related PartyTransactions                            |  |  |  |  | 37 |  |  |
| MajorShareholders                                                                                         |  |  |  |  | 37 |  |  |
| Related PartyTransactions                                                                                 |  |  |  |  | 37 |  |  |
| Item8.    FinancialInformation                                                        |  |  |  |  | 37 |  |  |
| ConsolidatedStatements and Other FinancialInformation                                                     |  |  |  |  | 37 |  |  |
| SignificantChanges                                                                                        |  |  |  |  | 37 |  |  |
| Item 9.    TheOffer and Listing                                                       |  |  |  |  | 37 |  |  |
| Offerand Listing Details                                                                                  |  |  |  |  | 37 |  |  |
| Plan ofDistribution                                                                                       |  |  |  |  | 40 |  |  |
| Markets                                                                                                   |  |  |  |  | 40 |  |  |
| SellingShareholders                                                                                       |  |  |  |  | 40 |  |  |
| Dilution                                                                                                  |  |  |  |  | 40 |  |  |
| Expensesof the Issue                                                                                      |  |  |  |  | 40 |  |  |
| Item10.    AdditionalInformation                                                      |  |  |  |  | 40 |  |  |
| ShareCapital                                                                                              |  |  |  |  | 40 |  |  |
| Certificate and Articlesof Incorporation                                                                  |  |  |  |  | 40 |  |  |
| ARTICLESANDBY-LAWS                                                                                        |  |  |  |  | 42 |  |  |
| General                                                                                                   |  |  |  |  | 42 |  |  |
| Directors                                                                                                 |  |  |  |  | 42 |  |  |
| Annualand special meetings                                                                                |  |  |  |  | 42 |  |  |
| MaterialContracts                                                                                         |  |  |  |  | 43 |  |  |
| ExchangeControls                                                                                          |  |  |  |  | 44 |  |  |
| Taxation                                                                                                  |  |  |  |  | 45 |  |  |
| CertainCanadian Federal Income TaxConsequences                                                            |  |  |  |  | 45 |  |  |
| Dividends onShares                                                                                        |  |  |  |  | 45 |  |  |
| Disposition ofShares                                                                                      |  |  |  |  | 45 |  |  |
| Statements byExperts                                                                                      |  |  |  |  | 46 |  |  |
| Documents onDisplay                                                                                       |  |  |  |  | 46 |  |  |
| SubsidiaryInformation                                                                                     |  |  |  |  | 46 |  |  |
| Item11.    Quantitative and Qualitative Disclosures About MarketRisk                  |  |  |  |  | 46 |  |  |
| Item12.    Description of Securities Other than EquitySecurities                      |  |  |  |  | 46 |  |  |
| Item13.    Defaults, Dividend Arrearages, andDelinquencies.                           |  |  |  |  | 46 |  |  |
| Item14.    Material Modifications to the Rights of Security Holders andUse ofProceeds |  |  |  |  | 46 |  |  |
| Item.15.    Controls andProcedures.                                                   |  |  |  |  | 46 |  |  |
| Item16A.    Audit Committee FinancialExpert.                                          |  |  |  |  | 47 |  |  |
| Item16B.    Code ofEthics.                                                            |  |  |  |  | 47 |  |  |
| Item16C.    Principal Accountant Fees andServices.                                    |  |  |  |  | 47 |  |  |
| Item.16D.    Exemptions from the Listing Standards forAuditCommittees                 |  |  |  |  | 48 |  |  |
| Item.16E.    Purchases of Equity Services by the Issuer and AffiliatedPurchasers.     |  |  |  |  | 48 |  |  |
| Item17.    FinancialStatements.                                                       |  |  |  |  | 48 |  |  |
| Item18.    FinancialStatements.                                                       |  |  |  |  | 48 |  |  |
| Item19.    Exhibits.                                                                  |  |  |  |  | 48 |  |  |
|                                                                                                           |

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Table of Contents

PARTI1

Item 1.    Identity of Directors, Senior Managementand Advisers.

Not Applicable.

Item 2.    OfferStatistics and Expected Timetable.

Not applicable.

Item3.    Key Information.

All dollar amounts in this AnnualReport are expressed in Canadian dollars. The following tables setforth the exchange rates for one Canadian dollar expressed in terms ofone U.S. dollar for the years 2001-2005 and for the periodDecember  31,  2005 through May  31,  2006.

|      |  |  |               |  |       |  |
|------|--|--|---------------|--|-------|--|
| YEAR |  |  | AVERAGE  |
| 2001 |  |  |               |  | .6579 |  |
| 2002 |  |  |               |  | .6776 |  |
| 2003 |  |  |               |  | .7186 |  |
| 2004 |  |  |               |  | .7702 |  |
| 2005 |  |  |               |  | .8276 |  |
|      |

|              |  |  |     |  |       |      |  |  |  |  |       |  |
|--------------|--|--|-----|--|-------|------|--|--|--|--|-------|--|
|         |  |  | LOW |  |       | HIGH |
| May2006      |  |  |     |  | .8903 |      |  |  |  |  | .9100 |  |
| April2006    |  |  |     |  | .8534 |      |  |  |  |  | .8926 |  |
| March2006    |  |  |     |  | .8531 |      |  |  |  |  | .8834 |  |
| February2006 |  |  |     |  | .8638 |      |  |  |  |  | .8771 |  |
| January2006  |  |  |     |  | .8528 |      |  |  |  |  | .8744 |  |
| December2005 |  |  |     |  | .8521 |      |  |  |  |  | .8690 |  |
|              |

Theexchange rates are based upon the noon buying rate in New York City forcable transfers in foreign currencies as certified for customs purposesby the Federal Reserve Bank of New York. At June  27,2006, one Canadian dollar, as quoted by Reuters and other sources at 4P.M. Eastern Time for New York foreign exchange selling rates (for banktransactions of at least $1,000,000), equaled $.8909 in U.S. dollars.(Source: The Wall Street Journal)

|  |          |                         |
|--|----------|-------------------------|
|  | A.  | SelectedFinancial Data. |

Following is selected financial data of theCompany, expressed in Canadian dollars, for the period from theCompany’s incorporation on September  26,  2003through December  31,  2005, the date of its auditedconsolidated financial statements, which were prepared in accordancewith Canadian generally accepted accounting principles(‘‘Canadian GAAP’’), which differsubstantially from United States generally accepted accountingprinciples (‘‘US GAAP’’). Reference is madeto Note 15 to the audited consolidated financial statements for theperiod ended December  31,  2005, which is contained belowin ‘‘Item 18. FinancialStatements.’’ Note 15 provides a description of thedifferences between Canadian and United States generally acceptedaccounting principles, and how these differences could affect theCompany’s financial statements. On July  27,  2004the Company completed a 2 for 1 stock split, pursuant to which eachissued Share of the Company was subdivided into two Shares. OnSeptember  6,  2005, the Company completed an additional 2for 1 stock split, pursuant to which each issued Share of the Companywas subdivided into two Shares. The outstanding warrants and stockoptions were also sub-divided at the same ratio as the common shares.Shares and per Share amounts in this Annual Report and in the SelectedFinancial Data have been retroactively adjusted to reflect the stocksplits.

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|   |                                                                                         |
|---|-----------------------------------------------------------------------------------------|
| 1 | Theinformation contained in this Amendment is current as of the beginningof July  2006. |

1

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Table of Contents

CANADIAN GAAPCan$

|                                    |  |  |                                                 |  |           |                                                  |  |  |                                    |  |           |                                    |  |  |                                                        |  |           |   |  |  |  |  |           |   |  |  |  |  |         |   |
|------------------------------------|--|--|-------------------------------------------------|--|-----------|--------------------------------------------------|--|--|------------------------------------|--|-----------|------------------------------------|--|--|--------------------------------------------------------|--|-----------|---|--|--|--|--|-----------|---|--|--|--|--|---------|---|
|                               |  |  | ThreeMonthPeriod endedMarch 31,2006(unaudited)$ |  |           | Three MonthPeriodendedMarch 31, 2005(unaudited)$ |  |  | YearEndedDecember31,2005(audited)$ |  |           | YearEndedDecember31,2004(audited)$ |  |  | PeriodfromSeptember26,2003 toDecember31,2003(audited)$ |
| Revenues                           |  |  |                                                 |  | —   |                                                  |  |  |                                    |  | —   |                                    |  |  |                                                        |  | —   |   |  |  |  |  | —   |   |  |  |  |  | — |   |
| Lossfor thePeriod                  |  |  |                                                 |  | 280,119   |                                                  |  |  |                                    |  | 135,479   |                                    |  |  |                                                        |  | 1,780,074 |   |  |  |  |  | 1,121,460 |   |  |  |  |  | 33,097  |   |
| LossPerShare                       |  |  |                                                 |  | 0.00      |                                                  |  |  |                                    |  | 0.00      |                                    |  |  |                                                        |  | 0.02      |   |  |  |  |  | 0.02      |   |  |  |  |  | 0.0     |   |
| CashFlows from OperatingActivities |  |  |                                                 |  | (257,791  | )                                                |  |  |                                    |  | (348,225  | )                                  |  |  |                                                        |  | (851,997  | ) |  |  |  |  | (587,006  | ) |  |  |  |  | (23,097 | ) |
| CashFlows fromInvestingActivities  |  |  |                                                 |  | (692,828  | )                                                |  |  |                                    |  | (237,347  | )                                  |  |  |                                                        |  | (707,330  | ) |  |  |  |  | (735,006  | ) |  |  |  |  | — |   |
| TotalAssets                        |  |  |                                                 |  | 3,242,203 |                                                  |  |  |                                    |  | 2,086,254 |                                    |  |  |                                                        |  | 2,856,700 |   |  |  |  |  | 1,896,035 |   |  |  |  |  | 172,413 |   |
| CurrentAssets                      |  |  |                                                 |  | 1,366,352 |                                                  |  |  |                                    |  | 1,114,825 |                                    |  |  |                                                        |  | 1,774,293 |   |  |  |  |  | 1,161,660 |   |  |  |  |  | 172,413 |   |
| Liabilities                        |  |  |                                                 |  | 176,286   |                                                  |  |  |                                    |  | 21,773    |                                    |  |  |                                                        |  | 170,817   |   |  |  |  |  | 197,625   |   |  |  |  |  | 10,000  |   |
| ShareCapital                       |  |  |                                                 |  | 6,280,667 |                                                  |  |  |                                    |  | 3,354,517 |                                    |  |  |                                                        |  | 5,620,514 |   |  |  |  |  | 2,852,967 |   |  |  |  |  | 195,510 |   |
| Deficit                            |  |  |                                                 |  | 3,214,750 |                                                  |  |  |                                    |  | 1,290,036 |                                    |  |  |                                                        |  | 2,934,631 |   |  |  |  |  | 1,154,557 |   |  |  |  |  | 33,097  |   |
| Shareholders’Equity          |  |  |                                                 |  | 3,065,917 |                                                  |  |  |                                    |  | 2,064,481 |                                    |  |  |                                                        |  | 2,685,883 |   |  |  |  |  | 1,698,410 |   |  |  |  |  | 162,413 |   |
|                                    |

Thefollowing table sets forth how the Selected Financial Datapresented above would be presented under US GAAP for the fiscalyears ended December  31,  2005 and December31,  2004, and the period from September  26,  2003through December  31,  2003:

USGAAPCan$

|                                    |  |  |                                       |  |            |                                      |  |  |                                                           |  |            |   |  |  |  |  |         |   |
|------------------------------------|--|--|---------------------------------------|--|------------|--------------------------------------|--|--|-----------------------------------------------------------|--|------------|---|--|--|--|--|---------|---|
|                               |  |  | YearendedDecember 31, 2005 (audited)$ |  |            | YearendedDecember 31, 2004(audited)$ |  |  | PeriodfromSeptember 26, 2003 toDecember 31,2003(audited)$ |
| Loss for thePeriod                 |  |  |                                       |  | 2,170,175  |                                      |  |  |                                                           |  | 1,852,260  |   |  |  |  |  | 33,097  |   |
| LossPerShare                       |  |  |                                       |  | 0.03       |                                      |  |  |                                                           |  | 0.03       |   |  |  |  |  | 0.00    |   |
| CashFlows from OperatingActivities |  |  |                                       |  | (1,554,381 | )                                    |  |  |                                                           |  | (1,317,806 | ) |  |  |  |  | (23,097 | ) |
| CashFlows From InvestingActivities |  |  |                                       |  | (707,330   | )                                    |  |  |                                                           |  | (735,006   | ) |  |  |  |  | — |   |
| TotalAssets                        |  |  |                                       |  | 1,780,999  |                                      |  |  |                                                           |  | 1,165,235  |   |  |  |  |  | 172,413 |   |
| Deficit                            |  |  |                                       |  | 4,055,532  |                                      |  |  |                                                           |  | 1,885,357  |   |  |  |  |  | 33,097  |   |
|                                    |

|  |          |                                 |
|--|----------|---------------------------------|
|  | B.  | Capitalizationand Indebtedness. |

Not applicable.

|  |          |                                           |
|--|----------|-------------------------------------------|
|  | C.  | Reasons for the Offer and Use ofProceeds. |

Notapplicable.

|  |          |              |
|--|----------|--------------|
|  | D.  | RiskFactors. |

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RISKFACTORS AFFECTING THE COMPANY

The business of the Companyentails significant risks, and an investment in the Shares should beconsidered highly speculative for a variety of reasons. An investmentin the Shares should only be undertaken by persons who have sufficientfinancial resources to enable them to assume such risks. In addition tothe usual risks associated with investment in a business, the followingis a general description of significant risk factors, which should beconsidered.

We Have No Ongoing Mining Operations, None of ourMineral Properties Contain a Known Commercially Mineable MineralDeposit, We Have Never Received Any Revenues From Mining Operations,and Our Chances of Reaching the Development Stage on Any of ourProperties are Remote.    Since our inception, we have neverengaged in any mining operations and the Company has not generated anyrevenues from mining operations. Our activities have been limited tothe highly speculative business of acquiring and exploring propertiesin the hope that commercial quantities of gold, uranium or otherminerals, will be discovered. At the present time, none of ourproperties contain a known commercially mineable mineral deposit. Webelieve that the probability of our reaching the development stage onany of our properties is remote for a number of reasons. Theexploration for and development of mineral deposits involvessignificant risks, which even a combination of careful evaluation,experience and knowledge may not eliminate. While the discovery of anore body may result in substantial rewards, few properties, which areexplored, are ultimately developed into producing mines. Major expensesmay be required to locate and establish mineral reserves, to developmetallurgical processes and to construct mining and processingfacilities at a particular site. Whether a mineral deposit will becommercially viable depends on a number of factors, including, but notlimited 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, includingregulations relating to prices, taxes, royalties, land tenure, landuse, importing and exporting of minerals and environmental protection.Because so few properties which are explored ever become producingmines, investors must be prepared for the possibility that we will beunsuccessful and that they could lose their entire investment.

In the remote possibility that we place any of our properties intoproduction, of which there can be no assurance, we would face numerousrisks associated with mining operations. These risks include adverseenvironmental conditions, industrial accidents, labor disputes, unusualor unexpected geological conditions, ground or slope failures,cave-ins, changes in the regulatory environment and natural phenomenasuch as inclement weather conditions, floods and earthquakes, and theinability to maintain the infrastructure for our production activities.Mining and mining exploration is risky, presenting potentiallydangerous conditions for workers. Large, heavy equipment and machineryis used and toxic substances are utilized and encountered inexploration, extraction, and processing. Misuse and accidents couldresult in serious injury and death to personnel. Such events could becaused by numerous factors including faulty equipment, unsafepractices, explosions, fires, natural phenomenon (such as lightning,mudslides, cave-ins, etc.), which may be impossible to avoid andprotect against. In the event of any such misuse, accidents or naturaldisasters, personnel could be injured and killed, and mining operationssuspended or terminated. In addition, any future developmentactivities, of which there can be no assurance, would depend, to onedegree or another, on adequate infrastructure. Reliable roads, bridges,power sources and water supply are important factors, which affectcapital and operating costs. Unusual or infrequent weather phenomena,sabotage, government or other interference in the maintenance orprovision of such infrastructure could make it very difficult, if notimpossible, to engage in any development activities and force us toincur expenses that we had not planned on spending.

We WillNeed to Raise Substantial Funding in Order to Carry Out OurActivities.    The Company has substantial financialobligations, including exploration funding requirements and purchasepayment obligations, relating to its existing property interests. Itwill be necessary in the near and over the long term to raisesubstantial funds to maintain existing property interests, acquire,explore, and if warranted, develop mineral properties. In addition, inthe event it is determined that any of our properties contain acommercially mineable mineral deposit, of which there can be noassurance, it is anticipated the Company would require substantialfunds to place such property into production. 

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However, there can be no assurance we would beable to raise the necessary funds. Reference is made to‘‘Item 4. Information on the Company. D. Property,Plants and Equipment’’ and Item 5. Operating andFinancial Review and Prospects. F. Tabular Disclosure of ContractualObligations’’ for a description of theCompany’s financial commitments relating to its various propertyinterests. In our audited consolidated financial statements for theyear ended December  31,  2005, our auditors expressedsubstantial doubt as to our ability to continue as a going concern. InMay  2006, the Company raised gross proceeds of approximately$17.9  million in a private offering of its securities. Althoughthe funds raised in May  2006 will allow the Company to meet itsexisting financial obligations over the next 24 months, there is noassurance that in the future we will be able to raise the necessaryfunds on acceptable terms, or at all. If we do not raise these funds,investors could lose their investment. If we are able to raise thesefunds, it is likely that investors will experience dilution of theirinterests, which could result in a decrease in the value of theirShares.

Lack of Revenue ProducingOperations.    Since inception, the Company has not generatedany revenues from mining operations. As of December  31,2005, the Company had an accumulated deficit of $2,934,631.Accordingly, the Company’s business operations are subject toall of the risks inherent in companies without cash flow or earnings.The future earnings, if any, and cash flow, if any, from operations ofthe Company are dependent, in part, on its ability to locate propertiescontaining commercially mineable mineral deposits, of which there canbe no assurance.

We Could Lose our Interests in ourProperties if Minimum Annual Work is Not Conducted. and Option Paymentsare not Made.    In order to maintain our interests in all ofour various properties, the Company is required to complete certainannual work commitments on each property and make certain option orpurchase payments In the event such work is not completed or therequired payments are not made, the Company could lose its interest inthat property. Reference is made to ‘‘Item 4. Informationon the Company. D. Property, Plants and Equipment.’’for a description of the Company’s work and paymentcommitments on its various properties.

Title To Our MiningProperties Has Not Been Verified.    Although the title to theproperties in which the Company holds interests were reviewed by or onbehalf of us, and title opinions were delivered to us, no assurancescan be given that there are no title defects affecting such properties.Title insurance generally is not available for mining claims in Canada,and that our ability to ensure that it has obtained secure claim toindividual mineral properties or mining concessions may be severelyconstrained. The Company has not conducted surveys of the claims inwhich it holds direct or indirect interests; therefore, the precisearea and location of such claims may be in doubt. Accordingly, theproperties may be subject to prior unregistered liens, agreements,transfers or claims, including native land claims, and title may beaffected by, among other things, undetected defects. In addition, theCompany may be unable to operate its properties as permitted or toenforce its rights with respect to its properties.

The Valueof our Mineral Properties is Dependent Upon Commodity Prices Which CanFluctuate Widely.    The price of our Shares, ourfinancial results and exploration, development and mining activitiesmay in the future be significantly adversely affected by declines inthe price of gold, copper, or other minerals. Gold, uranium, copper,and other mineral prices fluctuate, like many resource commodities, andare affected by numerous factors beyond the Company’s controlsuch as the sale or purchase of such commodities by various centralbanks and financial institutions, interest rates, exchange rates,inflation or deflation, fluctuation in the value of the United Statesdollar 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 inrecent years, and future price declines could cause continueddevelopment of and commercial production from the Company’sproperties to be impracticable. Depending on the price of gold, copper,uranium or other minerals, cash flow from mining operations may not besufficient and the Company could be forced to discontinue productionand may lose its interest in, or may be forced to sell, some of itsproperties. Future production from the Company’s miningproperties is dependent on gold and uranium or other mineral pricesthat are adequate to make these properties economic.

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In addition to adversely affecting theCompany’s reserve estimates and its financial condition,declining commodity prices can impact operations by requiring areassessment of the feasibility of a particular project. Such areassessment may be the result of a management decision or may berequired 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 ormay interrupt operations until the reassessment can becompleted.

We Are Not Engaged in Mining Operations; In theEvent We Engage in Mining Operations in the Future, We Would FaceSubstantial Regulation.    We are not engaged in any miningoperations at the present time and there can be no assurance we willever engage in any mining operations in the future. All of our currentactivities are exploratory in nature.There can be no assurance, that wewill discover any precious or base metals, establish the feasability ofmining a deposit, or, if warranted, develop a property to productionand maintain production activities, either alone or as a joint ventureparticipant. Furthermore, there can be no assurance that we would beable to sell either the deposit or the Company on acceptable terms.Mining operations in Canada are subject to federal, provincial andlocal laws relating to the protection of the environment, includinglaws regulating the removal of natural resources from the ground andthe discharge of materials into the environment. Mining operations arealso subject to federal, provincial and local laws which seek tomaintain health and safety standards by regulating the design and useof mining methods and equipment. Various permits from government bodiesare required for mining operations to be conducted; no assurance can begiven that such permits will be received. No assurance can be giventhat environmental standards imposed by federal, provincial or localauthorities will not be changed with material adverse effect on theCompany’s activities. Moreover, compliance with such laws maycause substantial delays and require capital outlays in excess of thoseanticipated, thus causing an adverse effect on the Company.Additionally, the Company may be subject to liability for pollution orother environmental damage which it may elect not to insure against dueto prohibitive premium costs and other reasons.

Titles to theMexican Properties in which the Company has an Interest are notRegistered in the Name of the Company, Which may Result in PotentialTitle Disputes Having a Negative Impact on the Company.    Allof the agreements under which the Company may earn interests inproperties have either been registered or been submitted forregistration with the Mexican Public Registry of Mining, but titlerelating to the properties in which the Company may earn its interestsare held in the names of parties other than the Company. Any of suchproperties may become the subject of an agreement which conflicts withthe agreement pursuant to which the Company may earn its interest, inwhich case the Company may incur expenses in resolving any disputerelating to its interest in such property and such a dispute couldresult in the delay or indefinite postponement of further explorationand development of properties with the possible loss of suchproperties.

The Properties in Which the Company has Interestsin Mexico are Subject to Changes in Governmental Laws, Regulations,Economic Conditions or Shifts in Political Attitudes or Stability inMexico.    The Company has property interests that are locatedin Mexico. Any changes in governmental laws, regulations, economicconditions or shifts in political attitudes or stability in Mexico arebeyond the control of the Company and may adversely affect itsbusiness. Reference is made to ‘‘Item 4. Informationon the Company – Business Overview – Regulation of MiningIndustry – Mexico.’’

MexicanForeign Investment and Income Tax Laws apply to theCompany.    Corporations in Mexico are taxed only by theFederal Government.  Mexico has a general system for taxingcorporate income, ensuring that all of a corporation’s earningsare taxed only once, in the fiscal year in which profits are obtained. There are two federal taxes in Mexico that apply tothe Picachos Project; an asset tax and a corporate income tax. Corporations have to pay a federal tax on assets at 1.8%of the average value of assets less certain liabilities. Corporate income tax is credited against this tax. Mexican corporate taxes are calculated based on gross revenuedeductions for all refining and smelting charges, direct operatingcosts, and all head office general and administrative costs; anddepreciation deductions.  The 2005 corporate tax rate in Mexicois 30%.

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Foreign currency fluctuations andinflationary pressures may have a negative impact on theCompany’s financial position and results.    TheCompany’s property interests in Mexico make it subject to foreigncurrency fluctuations and inflationary pressures which may adverselyaffect the Company’s financial position and results. As theCompany maintains its accounts in Canadian and US dollars, anyappreciation in Mexican currency against the Canadian or US dollar willincrease our costs of carrying out operations in Mexico. Further, anydecrease in the US dollar against the Canadian dollar will result in aloss on our books to the extent we hold funds in US dollars. The stepstaken by management to address foreign currency fluctuations may noteliminate all adverse effects and, accordingly, the Company may sufferlosses due to adverse foreign currency fluctuations. The Company alsobears the risk of incurring losses occasioned as a result of inflationin Mexico.

Regulation of Mining Operations in Mexico is VeryExtensive.    Regulatory requirements to which the Company issubject to in Mexico include certain permits that require periodic orannual renewal with governmental and regulatory authorities. Inaddition, the Company is required to comply with existing permitconditions. Although the Company believes that it is currently in fullcompliance with existing permit conditions, and although its permitshave been renewed by governmental and regulatory authorities in thepast, there are no assurances that the applicable governmental andregulatory authorities will renew the permits as they expire, or thatpending or future permit applications will be granted, or that existingpermits will not be revoked. In the event that the required permits arenot granted or renewed in a timely manner, or in the event thatgovernmental and regulatory authorities determine that the Company isnot in compliance with its existing permits, the Company may be forcedto suspend operations.

Risks related to the Company’sForeign Investments and Operations.    The Company conductsexploration activities in Canada, Mexico and Niger.  TheCompany’s foreign mining investments are subject to the risksnormally associated with the conduct of business in foreign countries.The occurrence of one or more of these risks could have a material andadverse effect on the Company’s earnings or the viability of itsaffected foreign operations, which could have a material and adverseeffect on the Company’s future cash flows, results of operationsand financial condition.

Risks may include, among others, labordisputes, invalidation of governmental orders and permits, corruption,uncertain political and economic environments, war, civil disturbancesand terrorist actions, arbitrary changes in laws or policies ofparticular countries, foreign taxation, delays in obtaining or theinability to obtain necessary governmental permits, opposition tomining from environmental or other non-governmental organizations,limitations on foreign ownership, limitations on the repatriation ofearnings, 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 contractrights or the taking of property by nationalization or expropriationwithout fair compensation.

There is a Risk that we will beUnable to Compete for Mineral Properties, Investment Funds andTechnical Expertise.    Significant and increasing competitionexists for the limited number of gold, uranium, and other preciousmetal acquisition opportunities available in North, South and CentralAmerica and elsewhere in the world. As a result of this competition,some of which is with large, established mining companies withsubstantially greater financial and technical resources than us, we maybe unable to acquire additional attractive precious metal miningproperties on terms we consider acceptable. Moreover, this competitionmakes it more difficult for us to attract and retain mining experts,and to secure financing for our operations. Accordingly, there can beno assurance that our exploration and acquisition programs will besuccessful or result in any commercial mining operation.

WeDo Not Have Insurance; We Will Not be Able to Insure Against AllPossible Risks.    The Company’s business is subject toa number of risks and hazards generally, including adverseenvironmental conditions, industrial accidents, labor disputes, unusualor unexpected geological conditions, ground or slope failures,cave-ins, changes in the regulatory environment and natural phenomenasuch as inclement weather conditions, floods and earthquakes. Suchoccurrences could result in damage to mineral properties or productionfacilities, personal injury or death, environmental damage to theCompany’s properties or the properties of others, delays,monetary losses and possible 

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legal liability. Although the Company intendsto obtain insurance to protect against certain risks in such amounts asit considers to be reasonable, it does not have any insurance at thepresent time. If and when insurance is obtained, of which there can beno assurance, the insurance will not cover all the potential risksassociated with a mining company’s operations. Moreover, theCompany may also be unable to maintain insurance to cover these risksat economically feasible premiums. Insurance coverage may not continueto be available or may not be adequate to cover any resultingliability. Moreover, insurance against risks such as environmentalpollution or other hazards as a result of exploration and production isnot generally available to the Company or to other companies in themining industry on acceptable terms. The Company might also becomesubject to liability for pollution or other hazards which may not beinsured against or which the Company may elect not to insure againstbecause of premium costs or other reasons. Losses from these events maycause the Company to incur significant costs that could have a materialadverse effect upon its financial performance and results ofoperations. Should a catastrophic event arise, investors could losetheir entire investment.

If We are Unable to Maintain theInfrastructure for Our Exploration Activities, We Could be AdverselyAffected.    Our exploration activities depend, to one degree oranother, on adequate infrastructure. Reliable roads, bridges, powersources and water supply are important factors which affect capital andoperating costs. Unusual or infrequent weather phenomena, sabotage,government or other interference in the maintenance or provision ofsuch infrastructure could adversely affect the Company’sexploration activities and its financialcondition.

Management May Be Subject to Conflicts of InterestDue to Affiliations with Other Resource Companies.    Becausesome of our directors and officers serve as officers and/or directorsof other resource exploration companies which are themselves engaged inthe search for additional opportunities, situations may arise wherethese persons are presented with, or identify, resource explorationopportunities that may be or perceived to be in competition with us forexploration opportunities. Since all of our officers and directors havea financial interest in other resource issuers to which they owe afiduciary duty, it is likely our management may never be financiallydisinterested in such potential conflict of interest situations. It islikely that these other companies will be in competition with us forproperties, funds, and personnel. Although it is anticipated that suchpotential conflicts will be dealt with in accordance with corporate andcommon law of the Province of Ontario, there can be no assurance anyconflicts will be dealt with in a way that is best for the Company.

Although directors are required to declare and refrain from votingon any matter in which such directors may have a conflict of interestin accordance with the procedures set forth in the BusinessCorporations Act (Ontario) and other applicable laws, this couldresult in a situation where it will be difficult to have a totallydisinterested board of directors deciding on a matter.

OurManagement May Not Be Subject to U.S. Legal Process.    Theenforcement by investors of civil liabilities under the United Statesfederal securities laws may be adversely affected by the fact that allof our officers and directors are neither citizens nor residents of theUnited States. There can be no assurance that (a) U.S. stockholderswill be able to effect service of process within the United States uponsuch persons, (b) U.S. stockholders will be able to enforce, in UnitedStates courts, judgments against such persons obtained in such courtspredicated upon the civil liability provisions of United States federalsecurities laws, (c) appropriate foreign courts would enforce judgmentsof United States courts obtained in actions against such personspredicated upon the civil liability provisions of the federalsecurities laws, and (d) the appropriate foreign courts would enforce,in original actions, liabilities against such persons predicated solelyupon the United States federal securities laws.

Prices forPrecious Metals such as Gold are Volatile and CouldDecline.    Historically, gold prices have fluctuated, so thatthere is no assurance, even if substantial quantities of gold arediscovered, that we can make a profit. The prices of uranium, preciousand base metals fluctuate on a daily basis and have experiencedvolatile and significant price movements over short periods of time.Prices are affected by numerous factors beyond our control, includinginternational economic and political trends, expectations of inflation,currency exchange fluctuations (specifically, the U.S. dollar relativeto 

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other currencies), interest rates, centralbank transactions, world supply for precious and base metals,international investments, monetary systems, and global or regionalconsumption patterns (such as the development of gold coin programs),speculative activities and increased worldwide production due toimproved mining and production methods. The effect of these factorscannot be accurately predicted, and the combination of these factorsmay result in us not receiving adequate returns on invested capital orthe investments retaining their respective values. There is noassurance that the price of gold and of other precious and base metalswill be high enough so that our properties, assuming that we everdiscover substantial quantities of gold, could be mined at aprofit.

Our Stock will be a Penny Stock which ImposesSignificant Restrictions on Broker-Dealers Recommending the Stock ForPurchase.    The Securities and Exchange Commission (SEC) hasadopted regulations that define ‘‘pennystock’’ to include common stock that has a market priceof less than $5.00 per share, subject to certain exceptions. Theserules include the following requirements: broker-dealers must deliver,prior to the transaction, a disclosure schedule prepared by the SECrelating to the penny stock market; broker-dealers must disclose thecommissions payable to the broker-dealer and its registeredrepresentative; broker-dealers must disclose current quotations for thesecurities; if a broker-dealer is the sole market-maker, thebroker-dealer must disclose this fact and the broker-dealer’spresumed control over the market; and a broker-dealer must furnish itscustomers with monthly statements disclosing recent price informationfor all penny stocks held in the customers’ account andinformation on the limited market in penny stocks. Additional salespractice requirements are imposed on broker-dealers who sell pennystocks to persons other than established customers and accreditedinvestors. For these types of transactions, the broker-dealer must makea special suitability determination for the purchaser and must havereceived the purchaser’s written consent to the transactionprior to sale. If our Shares become subject to these penny stock rulesthese disclosure requirements may have the effect of reducing the levelof trading activity in the secondary market for the Shares, if suchtrading market should ever develop, of which there can be no assurance.Accordingly, this may result in a lack of liquidity in the Shares andyou may be unable to sell your Shares on terms you considerreasonable.

Our Stock Price Could beVolatile.    The market price of our Shares, like that of thecommon shares of many other natural resource companies, has been and islikely 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 inestimates 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 asignificant, adverse impact on the market price of the Shares.

We Do Not Plan to Pay Any Dividends in the ForeseeableFuture.    The Company has never paid a dividend and it isunlikely that the Company will declare or pay a dividend untilwarranted based upon the factors outlined below. The declaration,amount and date of distribution of any dividends in the future will bedecided by the Board of Directors from time-to-time, based upon, andsubject to, the Company’s earnings, financial requirements andother conditions prevailing at thetime.

At June30,  2006 the CompanyHad Only One Full-TimeConsultant Acting in a ManagementCapacity.    At June30,  2006, the Companyhad two managementconsultants, each acting in their respective capacities as Chairman ofthe Board of Directors and President and CEO. Mr.  KabirAhmed who acted as theCompany’s Chairman and Mr.  Marek  Kreczmer acts asthe Company’s President and CEO. Messrs. Ahmed and Kreczmerwere the Company’sonly full-time service providers. Mr.  Ahmedresigned from all of hispositions with the Company, including its Board of Directors on orabout July  7,  2006. Mr.  Errol  Farr, ourChief Financial Officer, works for the Company on a part-time basis,devoting approximately ten to fifteen hours a month on theCompany’s affairs. Upon the resignation of Mr.Ahmed,  Mr.  Kreczmer will be the Company’s onlyfull-time service provider. The loss of Mr.  Kreczmer, for anyreason, or our inability to attract and retain additional highlyskilled employees, may adversely affect our business and futureoperations. We do not carry key-man insurance on any members of ourmanagement

Future Sales of Common Shares by ExistingShareholders.    Sales of a large number of our Shares in thepublic markets, or the potential for such sales, could decrease thetrading price of the Shares 

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and could impair the Company’s abilityto raise capital through future sales of Shares. The Company haspreviously issued Shares at an effective price per share which is lowerthan the effective price of the Shares in the Company’s publicoffering of its Shares completed in February  2004. Accordingly,certain shareholders of the Company have an investment profit in theShares that they may seek to liquidate.

Item 4.    Informationon the Company.

|  |          |                                        |
|--|----------|----------------------------------------|
|  | A.  | History and Developmentof the Company. |

The Company was incorporated underthe laws of the Province of Ontario, Canada on September26,  2003.

The principal business office of the Company islocated at 36 Toronto Street, Suite 1000, Toronto, Ontario M5C 2C5Canada. Its telephone number is (416)367-6875. The Company doesnot have an agent in the United States.

Its registered andrecords office is located at 200 King Street West, Suite 2300, Toronto,Ontario M5H 3W5 Canada. Its telephone number is (416)595-2300.

|  |          |                    |
|--|----------|--------------------|
|  | B.  | BusinessOverview*. |

|  |              |                                                                         |
|--|--------------|-------------------------------------------------------------------------|
|  | •  | See Glossary on pages39-42 for terms used throughout this AnnualReport. |

Forward-Looking Statements

SafeHarbor Statement under the United States Private Securities LitigationReform Act of 1995: Except for the statements of historical factcontained herein, the information presented constitutes‘‘forward-looking statements’’ within themeaning of the Private Securities Litigation Reform Act of 1995. Often,but not always, forward-looking statements can be identified by the useof words such as ‘‘plans’’,‘‘expects’’,‘‘budget’’,‘‘scheduled’’,‘‘estimates’’,‘‘forecasts’’,‘‘intends’’,‘‘anticipates’’,‘‘believes’’, or variation of such wordsand phrases that refer to certain actions, events or results to betaken, occur or achieved. Forward-looking statements involve known andunknown risks, uncertainties and other factors which may cause theactual results, performance or achievements of the Company to bematerially different from any future results, performance orachievements expressed or implied by such forward-looking statements.Such factors include, among others, the actual results of explorationactivities, the estimation or realization of mineral reserves andresources, capital expenditures, costs and timing of the development ofnew deposits, requirements for additional capital, future prices ofgold, possible variations in ore grade or recovery rates, failure ofplant, equipment or processes to operate as anticipated, accidents,labor disputes and other risks of the mining industry, delays inobtaining governmental approvals, permits or financing or in thecompletion of development or construction activities, currencyfluctuations, title disputes or claims limitations on insurancecoverage and the timing and possible outcome of pending litigation, aswell as those factors discussed under Item 3 in the sectionentitled ‘‘Risk Factors’’. Although theCompany has attempted to identify important factors that could causeactual actions, events or results to differ materially from thosedescribed in forward-looking statements, there may be other factorsthat cause actions, events or results not to be as anticipated,estimated or intended. There can be no assurance that such statementswill prove to be accurate as actual results and future events coulddiffer materially from those anticipated in such statements.Accordingly, readers should not place undue reliance on forward-lookingstatements.

General

The Company was founded onSeptember  26,  2003 to explore for precious and basemetals and uranium. The Company is currently focused on properties withpotential gold and silver deposits, and uranium. The Company is anexploration stage company and is not engaged in any mining operations,and there can be no assurance it will ever engage in mining operations.To date, its only mining interests are (i) an option to acquire a100% interest in properties in Mexico’s Durango state (the

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‘‘PicachosProject’’), (ii) the acquisition in March  2006 ofthe right to explore two uranium properties in the Republic of Niger,Africa, (iii) an option to acquire up to a 65% interest in theNorth Rae Uranium Project, Northern Quebec, Canada, (iv) an option toacquire a 75% interest in the Waterbury Project, which consistsof nine uranium claims in the Athabasca Basin, Saskatchewan, Canada,and (v) a Letter of Intent dated June  9,  2006 granting itthe right to conduct due diligence and to potentially enter into anoption agreement to acquire the Saguenay Uranium Property, located inCharlevoix County, Quebec. In December  2005 the Company acquiredan option to acquire a 100% interest of the Firefly Project, inthe La Sal uranium district in southeastern Utah, but in June2006 decided to let the option lapse. In addition, during the yearended December  31,  2005 the Company dropped its option toacquire a 50% interest in the Bear Project, Longtom Property,located in the Northwest Territories, Canada because it wanted toconcentrate more of its resources on the Picachos Project, which itbelieved had more potential. The Company had spent approximately$600,000 on the Bear Project. Reference is made to ‘‘Item4. Information on the Company. D. Property, Plants andEquipment.’’ for a detailed description of theCompany’s mining interests.

There can be no assurance thata commercially mineable mineral deposit exists on any of theseproperties.

On May  11,  2006 Mr.Marek  Kreczmer, the Company’s President, assumed theposition of Chief Executive Officer. Mr.  Kabir  Ahmed,formerly the Chief Executive Officer, was appointed Chairman of theCompany’s Board of Directors. On May  25,  2006, Mr.Wayne Beach, Jon North, and J. Scott Waldie resigned from the Board ofDirectors and were replaced by Anton Esterhuizen, Simon Lawrence, andJoseph D. Horne. On or about July  7,  2006 Mr.Kabir  Ahmed intends to resign from the Company’s Board ofDirectors. Reference is made to ‘‘Item 6. Directors,Senior Management and Employees.’’

Description of Mining Industry

Our business ishighly speculative. We are exploring for base and precious metals andother mineral resources. Ore is rock containing particles of aparticular mineral (and possibly other minerals which can be recoveredand sold), which rock can be legally extracted, and then processed torecover the minerals which can be sold at a profit. Although mineralexploration is a time consuming and expensive process with no assuranceof success, the process is straight forward. First, we acquire therights to enable us to explore for, and if warranted, extract andremove ore so that it can be refined and sold on the open market todealers. Second, we explore for precious and base metals by examiningthe soil, rocks on the surface, and by drilling into the ground toretrieve underground rock samples, which can then be analyzed. Thiswork is undertaken in staged programs, with each successive stage builtupon the information gained in prior stages. If exploration programsdiscover what appears to be an area which may be able to be profitablymined, we will focus our activities on determining whether that isfeasible, while at the same time continuing the exploratory activitiesto further delineate the location and size of this potential ore body.Things that will be analyzed by us in making a determination of whetherwe have a deposit which can be feasibly mined at a profitinclude:

|  |          |                                                                                                                                                         |
|--|----------|---------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | 1.  | The amount of mineralization whichhas been established, and the likelihood of increasing the size of themineralized deposit through additionaldrilling; |

|  |          |                              |
|--|----------|------------------------------|
|  | 2.  | The expected miningdilution; |

|  |          |                                           |
|--|----------|-------------------------------------------|
|  | 3.  | The expected recovery rates inprocessing; |

|  |          |                                |
|--|----------|--------------------------------|
|  | 4.  | The cost of mining thedeposit; |

|  |          |                                                                                                                                   |
|--|----------|-----------------------------------------------------------------------------------------------------------------------------------|
|  | 5.  | The cost of processing the ore toseparate the gold or uranium from the host rocks, including refiningthe precious or base metals; |

|  |          |                                                                               |
|--|----------|-------------------------------------------------------------------------------|
|  | 6.  | The costs toconstruct, maintain, and operate mining and processingactivities; |

|  |          |                                                                                                           |
|--|----------|-----------------------------------------------------------------------------------------------------------|
|  | 7.  | Other costs associated withoperations including permit and reclamation costs upon cessation ofoperations; |

|  |          |                       |
|--|----------|-----------------------|
|  | 8.  | The costs of capital; |

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|  |          |                                                                  |
|--|----------|------------------------------------------------------------------|
|  | 9.  | The costs involved inacquiring and maintaining the property; and |

|  |           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|--|-----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | 10.  | The price of the precious or base minerals. Forexample, the price of one ounce of gold for the years 2001-2005 rangedfrom a low of $271 U.S. in 2001, to a high of $536.50 U.S. in 2005. AtJune  28,  2006, the price of gold was $582.75 U.S. perounce2.. The price of one pound of uranium for the years 2001-2005 ranged froma low of $7.25 U.S. in 2001, to a high of $36.25 U.S. in 2005. AtJune  26,  2006, the price of uranium was $45.50 U.S. perpound. |

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

If wedetermine that we have a feasible mining project, we will considerpursuing alternative courses of action,including:

|  |              |                                                             |
|--|--------------|-------------------------------------------------------------|
|  | •  | seeking to sell the depositor the Company to third parties; |

|  |              |                                                                                |
|--|--------------|--------------------------------------------------------------------------------|
|  | •  | entering into a joint venture with largermining company to mine the deposit;or |

|  |              |                                                |
|--|--------------|------------------------------------------------|
|  | •  | placing the property into productionourselves. |

There can be no assurance, that we will discover anyprecious or base metals, establish the feasability of mining a deposit,or, if warranted, develop a property to production and maintainproduction activities, either alone or as a joint venture participant.Furthermore, there can be no assurance that we would be able to selleither the deposit or the Company on acceptable terms, or at all, enterinto such a joint venture on acceptable terms, or be able to place aproperty into production ourselves. If we do enter actual miningoperations, which is unlikely in the near future, our operations willbe subject to various factors and risks generally affecting the miningindustry, many of which are beyond our control. These include the priceof precious or base metals declining, the possibility that a change inlaws respecting the environment could make operations unfeasible, orour ability to conduct mining operations could be adversely affected bygovernment regulation. Reference is made to ‘‘Item. 3. Key Information. D. RiskFactors.’’

Regulation of MiningIndustry

Canada

Although eachprovince of Canada has its own regulations for the mining industry,generally the following is true. Prior to commencing any explorationactivities in Canada, and depending on the provincial jurisdiction, theCompany or the party intending to carry out a work program on a mineralproperty may be required to apply to the appropriate local governmentagencies for a number of permits or licenses related to mineralexploration activities. These permits or licenses may include water andsurface use permits, occupation permits, fire permits, and timberpermits. Prior to being issued the various permits or licenses, theapplicant may have to file a detailed work plan with the applicablegovernment agency. Permits are issued on the basis of the work plansubmitted and approved by the governing agency. Additional work on agiven mineral property or a significant change in the nature of thework to be completed would require an amendment to the original permitor license.

As part of the permit or licensing requirements, theapplicant is required to post an environmental reclamation bond inrespect to the work to be carried out on the mineral property. Theamount of such bond is determined by the amount and nature of the workproposed by the applicant. The amount of a bond may also be increasedwith increased levels of development on the property.

The Companyhas or will make application to the appropriate agencies for permitsand licenses relating to those properties upon which the Companyintends to carry out work during the 2006 exploration season. For thosemineral properties in which the Company has an interest but is not theoperator of the work programs, application for the required permits andlicenses and the posting of the reclamation bonds will be made by theparty entitled to carry out exploration work on the property. TheCompany believes that it is currently in compliance with all applicableenvironmental laws and regulations in Canada.

|  |
|--|

|   |                                                         |
|---|---------------------------------------------------------|
| 2 | Basedupon the Average Spot Price of Gold, London PMfix. |

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Mexico

The explorationand exploitation of minerals in Mexico may be carried out by Mexicancitizens or Mexican companies incorporated under Mexican law by meansof obtaining exploration and exploitation concessions. Explorationconcessions are granted by the Mexican federal government for a periodof six years from the date of their recording in the Public Registry ofMining and are not renewable. Holders of exploration concessions may,prior to the expiration of such exploration concessions, apply for oneor more exploitation concessions covering all or part of the areacovered by one exploration concession. Failure to apply prior to theexpiration of the term of the exploration concession will result intermination of the concession. An exploitation concession has a term of50  years, generally renewable for a further 50 years uponapplication within five years prior to the expiration of suchconcession. Both exploration and exploitation concessions are subjectto annual work requirements and payment of surface taxes which areassessed and levied on a semiannual basis. Such concessions may betransferred or assigned by their holders, but such transfers orassignments must comply with the requirements established by theMexican Mining Law and be registered before the Public Registry ofMining in order to be valid against third parties.

Mineralexploration and exploitation concessions may also be obtained byforeign citizens or foreign corporations, in this latter case, throughthe establishment of a branch or subsidiary in Mexico, and in the caseof foreign citizens, provided that they comply with certainrequirements set forth in the Foreign Investment Law. Foreign citizensare required to apply for the corresponding authorization before theMinistry of Foreign Affairs and register their investment in theNational Registry of Foreign Investment. In the case of a branch offoreign corporations, in addition to registration in the NationalRegistry of Foreign Investment, additional authorization from theMinistry of Economy is required in order to obtain subsequentregistration in the corresponding local Public Registry ofCommerce.

Mexican mining law does not require payment offinder’s fees or royalties to the Government, except for adiscovery premium in connection with national mineral reserves,concessions in marine zones and claims or allotments contracteddirectly from the Council of Mineral Resources. None of the propertyinterests held by the Company are under such fee regime. However,holders of exploration and exploitation concessions are required to paysurface taxes which are assessed and levied on a semi-annualbasis.

Republic of Niger

There are four types oflicenses available for companies and individuals interested inexploration and development of mineral resources. A ProspectingAuthorization gives the holder the right to search for one or a numberof minerals. It is non-exclusive and confers to the holder any rightsto an exclusive exploration permit within the limits and time validityof the Authorization.

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

AnExploration Permit is valid for three-years, renewable for two furtherthree-year periods subject to certain land holding reduction criteriaand field works. The area held under a permit cannot exceed 2,000km2 in a rectangular block.

An Exploration Permit confersto the holder the right to dispose of any minerals obtained duringexploration and test work, and also confers the right to a MiningPermit if a viable reserve is discovered. Applications must stipulatethe minerals sought (additional minerals can be included later), and atime and expenditure schedule. A variable fee (CFA F 300.000) is tiedto the permit, and holders are required to submit progress reports tothe Government on their activities.

A Mining Permit will begranted in the case of successful exploration, subject to the right ofthe Government to participate in the project. A‘small mine’permit is valid for five years, renewable 3  times for five-yearperiods, while a ‘large mine’ permit lasts for 20 yearsinitially, renewable 2 times per period of 10 years. Further extensionsare possible if commercial reserves remain.

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Companies applying for Mining Permitsmust conform to Nigerien Company law. The Government requires aninitial 10% share in the mining project, free of all costs,which can be later increased to a maximum of 30 % through sharepurchases. Fees for mining permits are around $1,400 and $2,000 forsmall and large mining permits respectively.

The fourth type oflicense is the Authorization for Small-Scale Mining, and it concernsartisanal level of production.

The Government of Niger has statedthat it welcomes overseas private investment as a key to relaunchingits national economy, and its mining code contains a number ofincentives for potential investors. These include income tax holidaysand many exemptions (customs duty exemption, exemption in some casesfrom value-added tax, the right to remit dividends freely) equalopportunities for overseas and national investors, and guaranteedfreedom from nationalization or expropriation.

Mining companiesare subject to a number of fees and taxes:

Annual area fees arerelated to the licenses except to the prospecting authorization.

Mining royalties are payable at a rate of 5.5% of the finalselling price of the mineral commodity produced. Royalties are,however, deductible from income tax, which is levied at a rate of35% after the deduction of operating and production costs. Smallmines enjoy a two-year income tax holiday, while for large mines thisperiod extends to five years from the start of commercial production.Dividends distributed to share holders attract a 16% capitalgains tax. Other charges include stamp duty, public notary fees, valueadded tax and social security contributions for employees.

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

Niger uses theCFA francs, which is tied to the Euros and is fully convertible (1 Euro= 656 Fcfa). Foreign exchange regulations are very liberal, althoughwith the requirement that overseas transactions must be authorized bythe Ministry of Finance and made through a registeredbank.

|  |          |                          |
|--|----------|--------------------------|
|  | C.  | OrganizationalStructure. |

The Company has one inactive U.S. subsidiary.

|  |          |                                |
|--|----------|--------------------------------|
|  | D.  | Property, Plants andEquipment. |

|  |          |                                        |
|--|----------|----------------------------------------|
|  | A.  | Picachos Project,Durango State, Mexico |

In July  2004, the Companyentered into an option agreement with RNC Gold Inc.(‘‘RNC’’) to acquire a 50% interestin two silver-gold properties in Mexico’s Durango and Sinaloaprovinces (the ‘‘Picachos Project’’).Subsequently, in October  2005, the Company amended its optionagreement to acquire the remaining 50% interest in the PicachosProject. The Picachos property portfolio originally included the7,700-hectare (19,000-acre) silver-gold Picachos property area inDurango State and the 17,800-hectare (43,900-acre) Tango gold claims inSinaloa State. In 2005 the Company decided to focus its exploration onthe 7,700 hectare silver-gold Picachos Property, so on November17,  2005 the Company dropped its interest in the Tango goldclaims in Sinaloa State.

In order to earn its initial 50%interest in the Picachos Project, the Company must expend $1,500,000 inexploration expenditures on or before December  31,  2006.To March  31,  2006, the Company has spent approximately$786,000 in exploration expenditures on the project and is expected tospend approximately $1  million during the balance of the year.Also, as part of the Picachos Option Agreement, the Company must byJuly  2007 generate a feasibility study for the production of aminimum of 25,000 ounces of gold per year (‘‘FeasibilityStudy’’).

Subsequently, in October  2005,the Company amended its agreement with RNC to acquire an option toacquire a 100% interest in the Picachos Project. After theCompany earns a 50% interest in the project, the Company will begranted the right to acquire RNC’s remaining 50% stake inthe Picachos Project. The purchase price for acquiring the remaining50% interest would be $20,000,000, payable as follows:

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|  |          |                                                           |
|--|----------|-----------------------------------------------------------|
|  | 1.  | $3,000,000 at the timethe Feasibility Study is completed; |

|  |          |                                                       |
|--|----------|-------------------------------------------------------|
|  | 2.  | $9,000,000at the Commencement of CommercialProduction |

|  |          |                                                                                                          |
|--|----------|----------------------------------------------------------------------------------------------------------|
|  | 3.  | $2,000,000 on each of the firstthrough fourth anniversaries of the Commencement of CommercialProduction. |

In addition, the Company issued RNC 200,000 Shares.To retain its acquisition rights, the Company must keep the claimscomprising the Picachos Project in good standing by undertaking minimumwork commitments of approximately $50,000 annually.

Kabir Ahmed,currently the Chairman of the Company’s Board of Directors, wasa director of RNC at the time the original option agreement was enteredinto in 2004, but he has resigned his position as a director of RNCduring 2005, prior to the October  2005 amendment to the optionagreement.

The properties comprising the Picachos Project do notcontain a known commercially mineable mineral deposit and theCompany’s proposed exploration programs are exploratory innature.

14

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PropertyDescription, Location and Access 

The following informationregarding the Picachos Project’s location, access, history,planned exploration activities, and related topics are summarized froma report titled ‘‘A Technical Review of the PicachosSilver-Gold Prospects, Western Durango State, Mexico for NorthwesternMineral Ventures Inc.,’’ prepared by Watts, Griffis andMcOuat Limited (‘‘WGM’’), ConsultingGeologists and Engineers, and dated November  24,  2004(the ‘‘WGM Report’’). There is no knowncommercially mineable mineral deposit on any of the propertiescomprising the Picachos Project.

The Picachos area is located inthe western portion of Durango State, 100 kilometers west-southwest ofthe state capital, Durango. It is situated within the Zona Minera LaVentana of the Sierra Madre Occidental Mountains. The explorationconcessions or licenses are owned by Minera Tango S.A. de CV.(‘‘Tango’’), a Mexican corporation, whichis 75% owned by RNC Gold Inc.(‘‘RNC’’), and 25% owned by MineraCamargo S.A. de C.V. (‘‘Camargo’’), aMexican company. Prior to Tango acquiring the licenses, Camargoacquired the licenses based on the presence of a large number of oldnative silver-gold mine workings and a favorable geological setting.Most of the mine workings were enlarged as a result of the interest ofthe early Spanish settlers.

The Los Cochis prospect portion ofthe property is located just below the village of La Mesa de LosNegros, about 5 kilometers from the main regional highway betweenDurango and Mazatlan, the capital of neighboring Sinaloa State. It ison the south central part of the‘‘Camargo’’ concession, part of a largerland package in the southeastern quadrant of a caldera complex in theWestern Sierra Madre.

According to the WGM Report, the Picachosconcession (4,225.4 hectares) was registered with SECOFI (the MexicanMining Recorder) July  12,  1999 by Camargo. Camargo is aprivate Mexican corporation, owned 80% by Michelle Robinson,MASc, P.Eng., and 20% by Jose Vargas Gaytan, a Mexicanprospector. The legal survey was completed and filed September6,  1999. The legal survey for the Camargo concession (2,577.5hectares) was filed with SECOFI on May  16,  2002. Legaltitle was recorded for both claims on July  9,2002.

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Temperatures are subject to seasonalvariations, which are largely dependent on elevation. Above 2,000meters, the climate is drier and temperatures range from over30°C in summer to below freezing at night in the winter withsome snowfall. Below 2,000 meters, the climate gradually becomes morehot and humid, with temperatures ranging from 10°C in winter to38°C in summer. Irrespective of season, nightfall can bringsubstantial drops in temperature. The rainy season is from July toOctober.

According to the WGM Report, there is a ready supply oflabor in the immediate area of the prospects. People living in thePicachos area are mainly farmers, cattle ranchers, and fruit growers. A230 KV electrical transmission line runs parallel to Highway 40.Neveros is connected to the power grid via a branch line. The villageof La Mesa de Los Negros has grid electricity and atelephone.

The Picachos Property covers small past silver andgold producers and several significant silver/gold showings that remainto be fully explored. Camargo and Tango have carried out a significantamount of ground work, including geochemical sampling and two drillholes.

Based on its comparisons with other mines and mineraldeposits in the Sierra Madre, including the Tayoltita Mine located ashort distance to the north, the WGM Report concluded that the Picachosarea has the potential to host an economically significant silver-golddeposit. In addition, the silver-gold values found on the propertydemonstrate a potential for bulk tonnage scale mineralization. However,there is no known commercially mineable mineral deposit on any of theproperties comprising the Picachos Project and the Company’sproposed exploration programs are exploratory innature.

Summary of 2004 Minimum Work Exploration Program andBudget

In 2004, the Company completed a limited workprogram of trenching, soil sampling and geochemistry analysis on bothof its silver-gold properties in Mexico. The limited work program,which was completed in December  2004, was required as part ofthe Company’s minimum work commitments to keep all of the claimsin good standing. The Company expended approximately $50,000 towardsthe limited work program.

Summary of First Phase 2005Exploration Program 

In 2004, the geological andengineering firm of Watts, Griffis and McOuat Limited(‘‘WGM’’), proposed a first phaseexploration program costing $526,000 for the Company. This first phaseexploration program consisted of additional land acquisition; theacquisition and study of remote sensing imagery; a fixed-wing airbornemagnetometer survey; hand trenching, soil geochemical surveying andsampling at three of the most prospective targets for gold (El Toro,Los Cochis and Guadalupe targets); and preparations for undergrounddevelopment and diamond drilling at a fourth site, the El Pinotarget.

The Company’s first phase exploration program wascompleted during the third quarter of 2005, at a cost of $620,980. TheCompany completed all aspects of the WGM first phase explorationprogram — but has postponed the airborne survey and preparationsfor underground development at El Pino, which will be carried out inthe Company’s second phase exploration program, which isexpected to cost $1.0  million.

The results of the firstphase exploration program have been generally positive. Results areavailable for 7,056 samples from Los Cochis, El Toro and Guadalupe. Thehighest gold values to date were returned from the El Toro samples,which define a strong polymetallic geochemical anomaly. Several ofthese samples contained in excess of 500 ppb gold, and values of 2,424ppb gold occurred in soils near the previous mine workings. Thisdiscovery at El Toro is in addition to the large Los Cochis anomaly,which returned the highest silver values to date and has already beenidentified by the Company as a compelling drilltarget.

Summary of Proposed Second Phase 2005-2006Exploration Program 

The Company is expected to prepare asecond phase exploration program, costing $1.0  million, which isexpected to be completed by December  30,  2006. The secondphase exploration program will 

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be designed to further develop the LosCochis, El Toro and Guadalupe targets; airborne survey of the Picachosproperties; and underground development of the El Pino target. TheCompany intends to fully fund the second phase exploration program fromits existing working capital. In order to retain its option interest inthe Picachos Project, the Company must expend an additional $1.0million in exploration by December  30,2006.

Management of Picachos Project

MichelleRobinson, MASc, P.Eng., a professional engineer, is the personresponsible for overseeing and carrying out the Company’sexploration programs on the Picachos Project in Mexico.

|  |          |                                   |
|--|----------|-----------------------------------|
|  | B.  | Uranium Concession, Niger, Africa |

OnMarch  8,  2006 the Company completed the acquisition oftwo uranium concessions in Niger, Africa. These concessions, the InGall Concession and the Irhazer Concession, cover a total 4,000 squarekilometers (988,000 acres) and were selected for their favorablegeology, exploration potential and strategic location — situatedin the same stratigraphy as two operating uranium mines which togetheryield almost 10% of worldwide production, according to theInternational Atomic Energy Agency, a division of the United Nations.The Company’s objective in applying for the uranium concessionsin the Republic of Niger is to minimize its exploration risk byattempting to diversify the Company’s property portfolio.

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

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

|       |  |  |                         |   |                               |                |  |  |  |   |                               |  |
|-------|--|--|-------------------------|---|-------------------------------|----------------|--|--|--|---|-------------------------------|--|
| YEAR  |  |  | AMOUNTFOR EACH PROPERTY |   |                               | TOTAL FOR YEAR |
| Year1 |  |  |                         | $ | 200,000   US   |                |  |  |  | $ | 400,000   US   |  |
| Year2 |  |  |                         | $ | 600,000   US   |                |  |  |  | $ | 1,200,000   US |  |
| Year3 |  |  |                         | $ | 1,400,000   US |                |  |  |  | $ | 2,800,000   US |  |
|       |

TheCompany’s concessions provide it with the right to dispose ofany minerals obtained during exploration and test work, and alsoconfers on the Company the right to a mining permit, if a viablereserve is discovered.

The Government of Niger is automaticallygranted an initial ten (10%) percent non-participating interestin the project. In addition, the Government of Niger can subscribe to amaximum twenty (20%) percent interest of the operating companyto be formed to develop the properties. In the event the Government ofNiger does not subscribe for its 20% interest at the time ofincorporation, it will lose its right to subscribe for suchinterest.

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

The Company had prepared a ‘‘TechnicalEvaluation Report 43-101, Northwestern Mineral Ventures Inc., UraniumProperties, Niger, West Africa,’’ dated March9,  2006, prepared by Claude Jobin, P.Eng. M.Sc., and El HametMai Ousmane, Ph.D. (‘‘Irhazer and In Gall TechnicalReport’’).

PropertyDescription

The Irhazer and In Gall concessions are locatedin the Agades area, department of Techirozrine, Niger. Each concessionconsists of approximately two thousand (2,000) square kilometers. Therainy 

17

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season is from June to September with annualrainfall averaging 93 millimeters in Agades. The temperature rangesfrom 15 degrees Centigrade to 40 degrees centigrade.

Accessto Properties

The properties may be accessed from thecapital, Niamey, by paved road up to In Gall village and from there byfour wheel drive vehicles. In addition, a flight may be taken fromNiamey to Arlit, from where the properties can be accessed by fourwheel drive vehicles.

Work Program and Budget for the FirstThree-Year Period

The Irhazer and In Gall Technical Reporthas recommended a three-year exploration program for the twoconcessions, costing each a total of $2,200,000 U.S., which the Companyintends to follow. According to the Irhazer and In Gall TechnicalReport, the work program and budget is the same for both properties.The proposed exploration programs are as follows:

The first workprogram will include an airborne high sensitivity magnetic/gamma raysurvey of 5,000 kilometers, along lines 200 meters apart, with a groundfollow up of theanomalies.

|                                   |  |  |     |   |         |  |
|-----------------------------------|--|--|-----|---|---------|--|
| FIRSTYEAREXPENSES                 |  |  | $US |
| Contributionto technical training |  |  |     | $ | 20,000  |  |
| Wages ofexpatriate personnel      |  |  |     |   | 15,000  |  |
| Wages of localpersonnel           |  |  |     |   | 30,000  |  |
| Airborne Survey 5,000 km x$14     |  |  |     |   | 70,000  |  |
| Vehicle                           |  |  |     |   | 15,000  |  |
| Equipment                         |  |  |     |   | 10,000  |  |
| Office,field camp                 |  |  |     |   | 10,000  |  |
| Travel,communication              |  |  |     |   | 10,000  |  |
| Consumables,fuel                  |  |  |     |   | 10,000  |  |
| Miscellaneous                     |  |  |     |   | 10,000  |  |
| TOTAL:                            |  |  |     | $ | 200,000 |  |
|                                   |

Thesecond year work program will include 6000 meters of reversecirculation drilling at an average depth of 400 meters; samples will beassayed for uranium and multielements.

|                                           |  |  |     |   |         |  |
|-------------------------------------------|--|--|-----|---|---------|--|
| SECONDYEAREXPENSES                        |  |  | $US |
| Contributionto technical training         |  |  |     | $ | 20,000  |  |
| Wages ofexpatriate personnel              |  |  |     |   | 40,000  |  |
| Wages of localpersonnel                   |  |  |     |   | 30,000  |  |
| Reverse circulationdrilling 6,000 m x $50 |  |  |     |   | 300,000 |  |
| Down holeradiometric 6,000 x $10          |  |  |     |   | 60,000  |  |
| Chemicalassays 6,500 x$8             |  |  |     |   | 52,000  |  |
| Vehicle                                   |  |  |     |   | 15,000  |  |
| Equipment                                 |  |  |     |   | 15,000  |  |
| Office,field camp                         |  |  |     |   | 15,000  |  |
| Travel andcommunications                  |  |  |     |   | 15,000  |  |
| Consumables,fuel                          |  |  |     |   | 15,000  |  |
| Miscellaneous                             |  |  |     |   | 23,000  |  |
| TOTAL:                                    |  |  |     | $ | 600,000 |  |
|                                           |

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The third year program could include15,500 meters of drilling if encouraging results were obtained from thepreviousyear

|                                            |  |  |     |   |           |  |
|--------------------------------------------|--|--|-----|---|-----------|--|
| THIRDYEAREXPENSES                          |  |  | $US |
| Contributionsto technical training         |  |  |     | $ | 20,000    |  |
| Wages ofexpatriate personnel               |  |  |     |   | 70,000    |  |
| Wages of localpersonnel                    |  |  |     |   | 75,000    |  |
| Reverse circulationdrilling 15,500 m x $50 |  |  |     |   | 775,000   |  |
| Down holeradiometric 15,500 m x $10        |  |  |     |   | 155,000   |  |
| Chemicalassays 16,500 x$8                  |  |  |     |   | 132,000   |  |
| Equipment                                  |  |  |     |   | 25,000    |  |
| Office,field camp                          |  |  |     |   | 40,000    |  |
| Travel andcommunications                   |  |  |     |   | 30,000    |  |
| Consumables,fuel                           |  |  |     |   | 25,000    |  |
| Miscellaneous                              |  |  |     |   | 53,000    |  |
| TOTAL:                                     |  |  |     | $ | 1,400,000 |  |
|                                            |

TheCompany intends to pay for the exploration programs from its workingcapital.

The Company’s President and CEO, Marek Kreczmer,will be supervising the exploration activities through an explorationteam composed of Nigerien geologists and expatriate technicalprofessionals.

History

There is no history ofexploration on the Irhazer or In Gall concessions. Uranium was firstdiscovered in Niger in 1957. Since that time there have been a numberof uranium discoveries, with two open pit mines and one undergroundmine established. The established mines are located approximately 150kilometers from the Company’s concessions. However, there can beno assurance that there is a commercially mineable deposit of uraniumon any of the Company’s properties. The Company’sactivities will be exploratory in nature.

There is no knowncommercially mineable mineral deposit on either the Irhazer or In Gallconcessions.

|  |          |                                                |
|--|----------|------------------------------------------------|
|  | C.  | Waterbury Uranium Project,Saskatchewan, Canada |

Pursuant to an agreement datedNovember  9,  2005 with Canalaska Ventures Ltd.(‘‘Canalaska’’), the Company acquired anoption to acquire up to a 75% interest in the Waterbury UraniumProject, Saskatchewan, Canada (‘‘WaterburyProject’’). The Waterbury Project covers 12,417 hectaresand includes nine prospective uranium claims located in the AlthabascaBasin, Saskatchewan, Canada.

To acquire the 75% interestin the Waterbury Project, the Company would first acquire a 50%interest, with options to acquire additional 10% and 15%interests.

To acquire the initial 50% interest, theCompany is required to (i) make cash payments to Canalaska of $150,000,by April  1,  2008, (ii) issue Canalaska a total of 300,000Shares by April  1,  2007, (iii) incur $2,000,000 ofexploration expenditures by April  1,  2008, and (iv) grantCanalaska a 3% net smelter royalty(‘‘NSR’’) on any production, if any, fromthe Waterbury Project, as set forth below.

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The Company is required to pay Canalaska$150,000 asfollows:

|                                                                                     |  |  |         |
|-------------------------------------------------------------------------------------|--|--|---------|
| Onor prior to the earlier of December  9,  2005 and the datethe agreement wassigned |  |  | $25,000 |
| Onor prior to April  1,2006                                                         |  |  | $25,000 |
| On or prior to April1,  2007                                                        |  |  | $50,000 |
| On or prior toApril  1,  2008                                                       |  |  | $50,000 |
|                                                                                     |

TheCompany is required to issue Canalaska 300,000 Shares, as follows:

|                                                                                    |  |  |                |
|------------------------------------------------------------------------------------|--|--|----------------|
| Onor prior to the earlier of December  9,  2005 and the datethe agreement issigned |  |  | 100,000Shares  |
| On or prior to April  1,2006                                                       |  |  | 100,000 Shares |
| On or prior toApril  1,  2007                                                      |  |  | 100,000Shares  |
|                                                                                    |

In addition, the Company is required toincur a total of $2,000,000 in exploration expenditures on theWaterbury Project as follows:

|                              |  |  |          |
|------------------------------|--|--|----------|
| Onor prior to April  1,2006  |  |  | $500,000 |
| Onor prior to April  1,2007  |  |  | $750,000 |
| On or prior to April1,  2008 |  |  | $750,000 |
|                              |

Upon the Companysatisfying the above requirements, it will have acquired a 50%interest in the Waterbury Project.

As of June  28,2006 the Company has made all requirements payments and share issuancesto Canalaska.

To acquire an additional 10% interest inthe Waterbury Project (60% interest in total), the Company willbe required to incur an additional $2,000,000 in explorationexpenditures within two years of acquiring the 50% interest,with a minimum expenditure of $500,000 in each year.

To acquirean additional 15% interest (75% interest in total), theCompany will be required to (i)  complete a feasibility study onthe Waterbury Project within two years of acquiring the 60%interest (‘‘Development Stage’’), (ii)issue Canalaska 200,000 Shares, (iii) and incur a minimum of $500,000in annual exploration expenditures for two years. The Company mayextend the Development Stage for two years by paying Canalaska a fee of$250,000 in advance for each year of extension.

Upon the Companyacquiring its 50% interest in the Waterbury Project, the Companyand Canalaska will be deemed to have formed a joint venture, withCanalaska acting as the operator of the joint venture. If the Companyincreases its interest to 60%, it will be become the operator ofthe Waterbury Project at that time. After the formation of the jointventure, the party’s obligations to financially contribute tothe joint venture will be based upon their respective ownershipinterests. If any party’s interest in the joint venture fallsbelow 10%, then that party’s interest will revert to a3% NSR, which in the case of Canalaska, would be in addition toits existing 3% NSR, for a total NSR of 6%.

Location and Access

The Waterbury Project islocated in the eastern portion of the Athabasca Basin in Saskatchewan,Canada. The nine mineral claims are located seven miles (12 kilometers)east of the Cigar Lake Deposit and six miles (10 kilometers) south ofthe Midwest Mine.

Private roads maintained by major uraniumproducers traverse the property area and provide access to theproperty, as do numerous drill roads. Daily air service and aprovincial highway also serve the area.

20

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Climate

The climate inthe Athabasca Basin varies from -50 degrees Celsius in winter to 30degrees in the summer. Generally, freeze up begins in late October andbreak up occurs in mid-to-late May. Precipitation is moderate.According to climate conditions, exploration can occur during thewinter months once the ground is solidly frozen and in the summer whenthe break up is completed.

History ofExploration

A large amount of work has been carried out bymajor uranium producers on areas adjoining the present project claims,with a small portion of this exploration covering the present property.The work included airborne and ground electromagnetic and magneticsurveys, boulder prospecting and geochemistry, lake water and sedimentgeochemistry and diamond drilling.

Geology

Bedrock throughout the properties isoverlain by a pervasive layer of unconsolidated deposits; surfaceinvestigation of bedrock lithology and geochemistry is thereforeachieved mainly from glacially transported boulders.

Flat-lyingAthabasca Group sandstones unconformably overlie the Archean andAphebian basement rocks throughout the properties with depths to theunconformity varying from about 150  meters in the more easterlyblocks to perhaps 400 meters in the north end of claim S-107965.

The boundary between the Wollaston and Mudjatic Domains trendsnortheast-southwest through the cluster of claim blocks.

Archeangranitoid domes (magnetic highs) and Aphebian metasediments asinterpreted from magnetic data. The properties are largely withininterpreted Aphebian metasediments in places (as in S-107967) borderingArchean domes.

Two major fault systems with which major uraniumdeposits are associated traverse the area; the northeast-southwesttrending Collins Bay is a broad zone of shearing lying southeast ofclaim S-107967 and a prominent east-west linear passes through theCigar Lake and Sand Lake-Wolf Lake deposits. Inferred faults trending105 degrees appear to offset basement formations on claims S107965 andS-107967.

The main structures controlling mineralization atCigar Lake and the uranium occurrence trend east-west. Other uraniumdeposits in the district appear to relate more to northeast-southweststructures.

Magnetic data on claim S-107965 suggest east-westtrending metasediments adjacent to an Archean dome and oneelectromagnetic conductor trending 080 degrees, which indicatespossible graphitic horizons. The depth to basement is at, or beyond,the depth range of previous airborne electromagnetic systems and therewould appear to be a good chance of detecting additional basementconductors with deeper penetrating systems now available.

Thereis no known commercially mineable mineral deposit on the WaterburyProject.

|  |          |                                                   |
|--|----------|---------------------------------------------------|
|  | D.  | North Rae Uranium Project, NorthernQuebec, Canada |

On March  2,  2006 the Companysigned a Letter of Intent to acquire up to a 65% interest in auranium project in the Ungava Bay region of northern Quebec, Canada,from Azimut Exploration Inc. (‘‘Azimut’’).The ‘‘North Rae Uranium Project’’ consistsof three blocks representing 668 claims with a total area of 298.9square kilometers or 73,835 acres (29,890 hectares). 

Inorder to acquire its initial 50% interest in the North RaeUranium Project, the Company is required to (i) make cash paymentstotaling $210,000 over five years, (ii) issue Azimut a total of 150,000Shares, and (iii) incur a total of $2,900,000 in explorationexpenditures over five years, as set forthbelow.

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Under the terms of the Letter of Intentthe Company is required to make the following cash payments, totaling$210,000, toAzimut:

|                       |  |  |                                                |
|-----------------------|--|--|------------------------------------------------|
| CashPayments toAzimut |  |  |                                           |
| $50,000               |  |  | Onexecution of Letter of Intent (March 2,2006) |
| $30,000               |  |  | March  2,2007                                  |
| $30,000               |  |  | March  2,2008                                  |
| $40,000               |  |  | March  2,2009                                  |
| $60,000               |  |  | March  2,2010                                  |
|                       |

Upon receipt of confirmation of acceptance ofthe filing of the Letter of Intent by the TSX Venture Exchange(‘‘Acceptance Date’’), the Company isrequired to issue Azimut 100,000 Shares. On the first anniversary ofthe Acceptance Date, the Company will be required to issue anadditional 50,000 Shares to Azimut.

In addition to the cashpayments and shares issuance described above, the Company is requiredto incur the following exploration expenditures on the North RaeUranium Project, totaling$2,900,000.

|                                                                     |  |  |                             |
|---------------------------------------------------------------------|--|--|-----------------------------|
| Minimum andCumulativeWorkExpenditures onthe North RaeUraniumProject |  |  |                        |
| $400,000                                                            |  |  | Onor before March  2,2007   |
| $400,000                                                            |  |  | On or before March2,  2008  |
| $700,000                                                            |  |  | On or beforeMarch  2,  2009 |
| $700,000                                                            |  |  | On orbefore March  2,2010   |
| $700,000                                                            |  |  | On or before March2,  2011  |
|                                                                     |

If and when the Company has madethe cash payments totalling $210,000, issued Azimut a total of 150,000Shares, and incurred the minimum work expenditures totalling$2,900,000, the Company will have acquired a 50% undividedinterest in the North Rae Uranium Project, and a joint venture betweenthe Company and Azimut will be deemed to be have been established. Theinitial, actual and deemed expenditures of each party to the jointventure shall be $2,900,000. Upon the Company acquiring a 50%interest in the North Rae Uranium Project, Azimut will retain a2% yellow cake royalty(‘‘YCR’’).

To increase its interestto 65% the Company will be required to (i) issue Azimut anadditional 100,000 Shares, (ii) pay Azimut $20,000 per year for fiveyears, (iii) incur annual minimum exploration expenditures of $200,000,for a five year period ($1,000,000 in total), and (iv) during this fiveyear period provide Azimut with a Bankable Feasibility Study. If theCompany decides not to increase its interest to 65%, it will berequired to make a $100,000 payment to Azimut, within two months of itsacquiring its 50% interest.

The requirement to provideAzimut with a Bankable Feasibility Study may be extended for threesubsequent, annual and consecutive periods of one year each by payingAzimut $50,000 per year.

The Company will act as operator of theproject.

Location and Access

The North RaeProject is located in the Ungava Bay region of northern Quebec. TheNorth Rae property is located six to 12 miles (10-20 kilometers) fromtide-water and approximately 99 miles  (160 kilometers) east ofthe town of Kuujjuaq. Access to the property is by fixed-wing aircraftor helicopter from Kuujjuaq, which has daily scheduled air service fromMontreal.

Climate

The climate is arctic with anaverage annual temperature between 23°F and 18.5°F(−5°C and−7.5°C). TheUngava Bay area receives about 15 inches to 19 inches (400 millimetersto

22

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500 millimeters) of precipitation annually,with about 45% of this total falling as snow. Each year, thereare between 20 and 40 frost-free days. Exploration generally occurs inthe summer months.

History of Exploration

Theblocks were staked by Azimut Exploration Inc., Northwestern’sjoint venture partner on the North Rae property, based on its review ofprovincial geochemical lake sediment data released during the 1980s,and 1990s, and as recently as 2000 when the most relevant data set wasmade public by the provincial geological survey. Management of theCompany is not aware of any meaningful exploration that has beenconducted on the property.

Geology

According toan independent third-party report, the North Rae Project blocks containgeochemical lake sediment anomalies as high as 1,800 parts per million(ppm) uranium. Many values in the range of 100 ppm to 508 ppm were alsorecorded. According to the report, ‘‘anomalies at 200 ppmuranium exceed the anomalies associated with known uranium deposits atLac Turgeon (Quebec), Strange Lake (Quebec) and Michelin (Labrador) andseveral other newly discovered deposits.’’ In aprovincial context, most of the area has a high uranium backgroundfalling above the 85th percentile. Three main target anomalies, whichwere defined by Azimut using its proprietary methodology, exhibit 25 to60 times enrichment in uranium above the local background, while themagnitude and percentage increase in the anomalies suggests a localsource for the lake sediment uranium.

The remainder of thegeochemical package shows significant cerium enrichment, elevatedmolybdenum and spotty enrichment in copper, all generating truestatistical uranium anomalies on a provincial and localbasis.

There is no known commercially mineable mineral deposit onthe North Rae Project.

|  |          |                                                             |
|--|----------|-------------------------------------------------------------|
|  | E.  | Saguenay UraniumProperty, Charlevoix County, Quebec, Canada |

Pursuant to aLetter of Intent dated June  9,  2006 with Mr.Edward  Bawolak (‘‘Bawolak’’) theCompany was granted the right to acquire a 100% interest in theSaguenay Uranium Property (the‘‘Property’’), located in CharlevoixCounty, Quebec.

The Property covers approximately 4,000 acresand consists of more than 100 claims and is located near the mouth ofthe Saguenay River near the north shore of the St. Lawrence River,about 190 km (120 miles) east of Quebec City.

The Letter ofIntent granted the Company the exclusive right to conduct due diligenceon the Property, including an investigation of any environmentalliabilities and a site visit by a qualified geologist appointed by theCompany. In consideration of the Company being granted the exclusiveright to conduct a due diligence review, the Company is required tomake the following cash payments toBawolak:

|                                |  |  |         |
|--------------------------------|--|--|---------|
| Onor prior to June  10,2006    |  |  | $15,000 |
| Onor prior to July  10,2006    |  |  | $15,000 |
| On or prior to August15,  2006 |  |  | $15,000 |
|                                |

In the event theCompany decides to proceed, the Company will be granted an option toacquire a 100% interest in the Property, subject to it makingthe following cash payments and stock issuances toBawolak:

23

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CashPayments

|                                                                                                                                                                                                                                                                                                 |  |  |          |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|----------|
| Uponthe later of (i) the date that final approval of the acquisition isobtained from the TSX Venture Exchange, and (ii) the date a definitiveoption agreement between the Company and Bawolak is fully executed(such later date is referred to as the ‘‘ApprovalDate’’) |  |  | $50,000  |
| Onor prior to the first anniversary of the ApprovalDate                                                                                                                                                                                                                                         |  |  | $100,000 |
| On or prior to the secondanniversary of the Approval Date                                                                                                                                                                                                                                       |  |  | $150,000 |
| Onor prior to the third anniversary of the ApprovalDate                                                                                                                                                                                                                                         |  |  | $200,000 |
|                                                                                                                                                                                                                                                                                                 |

ShareIssuances

|                                                           |  |  |                  |
|-----------------------------------------------------------|--|--|------------------|
| Uponthe Approval Date                                     |  |  | 100,000Shares    |
| On or prior to the first anniversary of theApproval Date  |  |  | 300,000 Shares   |
| On or prior tothe second anniversary of the Approval Date |  |  | 500,000Shares    |
| On or prior to the third anniversary of theApproval Date  |  |  | 1,100,000 Shares |
|                                                           |

Upon theCompany making the cash payments and stock issuances to Bawolak, theCompany will obtain a 100% interest in the Property.

Inaddition to the payments described above, in the event an economicallyviable bankable feasibility is completed on the Property, the Companyis required to make an additional $500,000 payment to Bawolak, within30 days of the completion of such bankable feasibilitystudy.

Additionally, Bawolak will be entitled to a net smelterroyalty (‘‘NSR’’) of 2% ofproduction generated from the Property. The Company has the right toacquire one half of Bawolak’s NSR (1% NSR) for a purchaseprice of $1,000,000 if the Company elects within 30 days following thecompletion of an economically viable bankable feasibilitystudy.

Pending the results of the Company’s due diligenceon the Property, the Company and Bawolak agree to negotiate in goodfaith to execute a definitive option agreement, containing thecustomary representations, warranties, condition, and covenantscustomarily found in agreements covering these types of transactions.However, there can be no assurance the Company and Bawolak will be ableto enter into a definitive option agreement.

There is no knowncommercially mineable mineral deposit on theProperty.

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

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GLOSSARY

Followingis a glossary of terms used throughout this AnnualReport.

|      |  |                                                                         |
|------|--|-------------------------------------------------------------------------|
| adit |  | a horizontal tunnelin an underground mine driven from a hillsidesurface |
|      |  |                                                                         |

|       |  |                                                                              |
|-------|--|------------------------------------------------------------------------------|
| assay |  | a precise and accurate analysisof the metal contents in an ore or rocksample |
|       |  |                                                                              |

|         |  |                                             |
|---------|--|---------------------------------------------|
| bornite |  | a copper ore; a sulphide ofcopper and iron. |
|         |  |                                             |

|         |  |                                                                          |
|---------|--|--------------------------------------------------------------------------|
| breccia |  | a fragmented rock, thecomponents of which are angular, and notwaterworn. |
|         |  |                                                                          |

|              |  |                               |
|--------------|--|-------------------------------|
| chalcopyrite |  | a sulphide of copperand iron. |
|              |  |                               |

|             |  |                                                                                                                       |
|-------------|--|-----------------------------------------------------------------------------------------------------------------------|
| concentrate |  | a concentrate of mineralsproduced by crushing, grinding and processing methods such as gravity,flotation or leaching. |
|             |  |                                                                                                                       |

|                |  |                                                                                                                                                   |
|----------------|--|---------------------------------------------------------------------------------------------------------------------------------------------------|
| contained gold |  | totalmeasurable gold in grams or ounces estimated to be contained within amineral deposit; does not imply that the deposit is economicallyviable. |
|                |  |                                                                                                                                                   |

|               |  |                                                                                                                                                        |
|---------------|--|--------------------------------------------------------------------------------------------------------------------------------------------------------|
| cut-off grade |  | deemed grade ofmineralization, established by reference to economic factors, abovewhich material is considered ore and below which is consideredwaste. |
|               |  |                                                                                                                                                        |

|               |  |                                                                                                          |
|---------------|--|----------------------------------------------------------------------------------------------------------|
| diamond drill |  | a largemachine that produces a more or less continuous core sample of the rockor material being drilled. |
|               |  |                                                                                                          |

|          |  |                                                                                                                                                                                                   |
|----------|--|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| dilution |  | thecontamination of ore with barren wall rock; this means that in miningore, adjacent waste is also extracted (see definition of cut-offgrade), which mixes with and reduces the grade of theore. |
|          |  |                                                                                                                                                                                                   |

|                   |  |                                                                                                                               |
|-------------------|--|-------------------------------------------------------------------------------------------------------------------------------|
| feasibility study |  | a detailed reportassessing the feasibility, economics and engineering of placing amineral deposit into commercial production. |
|                   |  |                                                                                                                               |

|            |  |                  |
|------------|--|------------------|
| g/mtor gpt |  | grams per tonne. |
|            |  |                  |

|             |  |                                               |
|-------------|--|-----------------------------------------------|
| golddeposit |  | means a mineral deposit mineralized withgold. |
|             |  |                                               |

|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|-----------------|--|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| gold equivalent |  | amethod of presenting combined gold and silver concentrations or weightsfor comparison purposes. Commonly involves expressing silver as itsproportionate value in gold based on the relative values of the twometals. When gold equivalent is used to express metal sold, thecalculation is based on actual prices received. When grades areexpressed in gold equivalent, the relative recoveries of the two metalsare also taken into account. |
|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |

|                      |  |                                                                                                                                           |
|----------------------|--|-------------------------------------------------------------------------------------------------------------------------------------------|
| grams per cubicmeter |  | alluvial mineralization measured by grams ofgold contained per cubic meter of material, a measure of gold contentby volume not by weight. |
|                      |  |                                                                                                                                           |

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|             |  |                                                                          |
|-------------|--|--------------------------------------------------------------------------|
| lode mining |  | mining of goldbearing rocks, typically in the form of veins orstockworks |
|             |  |                                                                          |

|                            |  |                                                                        |
|----------------------------|--|------------------------------------------------------------------------|
| net profit interest or NPI |  | a royaltybased on the net profits generated after recovery of allcosts |
|                            |  |                                                                        |

|                            |  |                                                                                                                                             |
|----------------------------|--|---------------------------------------------------------------------------------------------------------------------------------------------|
| net smelter royalty or NSR |  | a royaltybased on the gross proceeds received from the sale of minerals less thecost of smelting, refining, freight and other relatedcosts. |
|                            |  |                                                                                                                                             |

|               |  |                                                                                                                                                                |
|---------------|--|----------------------------------------------------------------------------------------------------------------------------------------------------------------|
| nugget effect |  | an effect of highvariability of gold assays, due to the gold occurring in discreetcoarse grains such that their content in any given sample is highlyvariable. |
|               |  |                                                                                                                                                                |

|     |  |                                                                                                                                                                                                      |
|-----|--|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ore |  | a naturally occurring rock ormaterial from which minerals, such as gold, can be extracted at aprofit; a determination of whether a mineral deposit contains ore isoften made by a feasibility study. |
|     |  |                                                                                                                                                                                                      |

|              |  |                                                                |
|--------------|--|----------------------------------------------------------------|
| ounce or oz. |  | a troy ounce or 20 pennyweights or 480 grains or 31.103 grams. |
|              |  |                                                                |

|     |  |                    |
|-----|--|--------------------|
| opt |  | troy ounces perton |
|     |  |                    |

|                       |  |                                                                                                                |
|-----------------------|--|----------------------------------------------------------------------------------------------------------------|
| patented mining claim |  | a claim to which apatent has been obtained from the government by compliance with lawsrelating to such claims. |
|                       |  |                                                                                                                |

|          |  |                                                                                                          |
|----------|--|----------------------------------------------------------------------------------------------------------|
| prospect |  | an areaprospective for economic minerals based on geological, geophysical,geochemical and other criteria |
|          |  |                                                                                                          |

|        |  |                                             |
|--------|--|---------------------------------------------|
| pyrite |  | A mineral– a common sulphide of iron. |
|        |  |                                             |

|        |  |                                                                   |
|--------|--|-------------------------------------------------------------------|
| quartz |  | arock-forming mineral of silicon and oxygen, often found inveins. |
|        |  |                                                                   |

|       |  |                                                                               |
|-------|--|-------------------------------------------------------------------------------|
| raise |  | a vertical or inclined tunnel inan underground mine driven upwards frombelow. |
|       |  |                                                                               |

|      |  |                                                                       |
|------|--|-----------------------------------------------------------------------|
| ramp |  | an inclined tunnel in anunderground mine driven downwards fromsurface |
|      |  |                                                                       |

|         |  |                                                                                                                                                                                                                                                                                                                                                |
|---------|--|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| reserve |  | ore – the economicallymineable part of a measured or indicated resource demonstrated by atleast a preliminary feasibility study. This study must include adequateinformation on mining, processing, metallurgical, economic, and otherrelevant factors that demonstrate, at the time of reporting, thateconomic extraction is justified. |
|         |  |                                                                                                                                                                                                                                                                                                                                                |

|                          |  |                                                                                             |
|--------------------------|--|---------------------------------------------------------------------------------------------|
| reverse circulationdrill |  | a large machine that produces a continuous chipsample of the rock or material being drilled |
|                          |  |                                                                                             |

|       |  |                                                                                  |
|-------|--|----------------------------------------------------------------------------------|
| shaft |  | a vertical or inclined tunnel in an underground minedriven downward from surface |
|       |  |                                                                                  |

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|       |  |                                                                           |
|-------|--|---------------------------------------------------------------------------|
| shear |  | a tabular zone offaulting within which the rocks are crushed andflattened |
|       |  |                                                                           |

|                 |  |                                                                                                                      |
|-----------------|--|----------------------------------------------------------------------------------------------------------------------|
| stock or pluton |  | a body of intrusiverock that covers less than 40 square miles, has steep dips and isdiscordant with surroundingrock. |
|                 |  |                                                                                                                      |

|           |  |                                                                                                                                 |
|-----------|--|---------------------------------------------------------------------------------------------------------------------------------|
| stockwork |  | multiple small veins ofmineralization that have so penetrated a rock mass that the whole rockmass can be consideredmineralized. |
|           |  |                                                                                                                                 |

|              |  |                                                                                                                                               |
|--------------|--|-----------------------------------------------------------------------------------------------------------------------------------------------|
| stratigraphy |  | Branch of geologywhich treats the formation, composition, sequence, and correlation ofthe stratified rocks as part of the Earth’scrust. |
|              |  |                                                                                                                                               |

|               |  |                                                                       |
|---------------|--|-----------------------------------------------------------------------|
| strike length |  | the longest horizontaldimensions of a body or zone of mineralization. |
|               |  |                                                                       |

|                |  |                                                                                              |
|----------------|--|----------------------------------------------------------------------------------------------|
| strippingratio |  | the ratio of waste material to ore that is estimatedfor or experienced in mining an orebody. |
|                |  |                                                                                              |

|         |  |                                                                                                                                                               |
|---------|--|---------------------------------------------------------------------------------------------------------------------------------------------------------------|
| sulfide |  | a mineral compound of sulphur andanother metallic element such as iron, copper, lead, zinc, and nickel,commonly forming minerals of great economicimportance. |
|         |  |                                                                                                                                                               |

|     |  |                          |
|-----|--|--------------------------|
| ton |  | short ton (2,000pounds). |
|     |  |                          |

|       |  |                               |
|-------|--|-------------------------------|
| tonne |  | metric tonne (2,204.6pounds). |
|       |  |                               |

|           |  |                                                                               |
|-----------|--|-------------------------------------------------------------------------------|
| trenching |  | the surface excavation of alinear trench to expose mineralization forsampling |
|           |  |                                                                               |

|                         |  |                                                                                                                                                                     |
|-------------------------|--|---------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| unpatented mining claim |  | mining claimsto which a deed from the United States government has not beenreceived, and which are subject to annual assessment work in order tomaintain ownership. |
|                         |  |                                                                                                                                                                     |

|         |  |                                                |
|---------|--|------------------------------------------------|
| uranium |  | a radioactive,silvery-white, metallic element. |
|         |  |                                                |

|          |  |                                                               |
|----------|--|---------------------------------------------------------------|
| vanadium |  | agray or white, malleable, ductile, polyvant metallicelement. |
|          |  |                                                               |

|      |  |                                                                                                                                                              |
|------|--|--------------------------------------------------------------------------------------------------------------------------------------------------------------|
| vein |  | a tabular body of rock typicallyof narrow thickness and often mineralized occupying a fault, shear,fissure or fracture crosscutting another pre-existingrock |
|      |  |                                                                                                                                                              |

For ease of reference, the followingconversion factors areprovided:

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

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Item 5.    Operating and FinancialReview and Prospects.

The following is a discussion of theresults of operations of the Company for the period commencing on thedate of incorporation of the Company (September 26, 2003) and endingMarch  31,  2006, and should be read in conjunction withthe audited consolidated financial statements of the Company for theperiod ending December  31,  2005, and the unauditedinterim financial statements for the Company for the period endingMarch  31,  2006, such periods, together with theaccompanying notes, included elsewhere in this Annual Report. Allreferences herein are to Canadian dollars. Please see‘‘Item 3. Key Information.’’ forexchange rate information for the Canadian dollar.

The financialstatements have been prepared in accordance with Canadian generallyaccepted accounting principles. Reference is made to Note 15 of theaudited consolidated financial statements for a discussion of thematerial differences between Canadian and United States generallyaccepted accounting principles, and their effect on theCompany’s financial statements. In addition to historicalinformation, the following discussion contains forward-lookingstatements that involve risk and uncertainties. The Company’sactual results could differ significantly from those anticipated inthese forward-looking statements as a result of certain factors,including those discussed in ‘‘RiskFactors’’ and elsewhere in this AnnualReport.

Overview

The Company was incorporatedSeptember  26,  2003 to engage in the acquisition,exploration, and, if warranted, the development of propertiescontaining precious and base metals and uranium. In particular, theCompany’s activities since incorporation have focused on thefinancing of its exploration of the following projects

|                    |  |  |             |  |  |                              |  |  |         |
|--------------------|--|--|-------------|--|--|------------------------------|--|--|---------|
| Project            |  |  | Type        |  |  | Location                     |  |  | Status  |
| Picachos           |  |  | Copper,Gold |  |  | Mexico                       |  |  | Active  |
| Irhazer and InGall |  |  | Uranium     |  |  | Niger                        |  |  | Active  |
| Waterbury          |  |  | Uranium     |  |  | Saskatchewan,Canada          |  |  | Active  |
| North RaeUranium   |  |  | Uranium     |  |  | Quebec,Canada                |  |  | Active  |
| Saguenay           |  |  | Uranium     |  |  | Quebec,Canada                |  |  | Active  |
| Bear               |  |  | Copper,Gold |  |  | Northwest Territories,Canada |  |  | Dropped |
| FireFly            |  |  | Uranium     |  |  | Utah, UnitedStates           |  |  | Dropped |
|                    |

On July  27,2004 the Company completed a 2 for 1 stock split, pursuant to whicheach issued Share of the Company was subdivided into two Shares. OnSeptember  6,  2005 the Company completed a second 2 for 1stock split, pursuant to which each issued Share of the Company wassubdivided into two Shares. Per Share amounts in this Annual Reporthave been retroactively adjusted to reflect the stocksplits.

A. Operating Results

TheCompany commenced operations during September  2003. FromSeptember  26,  2003 to March  31,  2005,Management devoted most of its time and resources toward (i) organizingthe Company, (ii) negotiating the property acquisition agreements and(iii) evaluating properties for acquisition. During this time, norevenues were realized.

The Company funded operations during theperiod from incorporation (September 26, 2003) to December31,  2004 through the net proceeds of various financings. OnJanuary  27,  2005, the Company completed a non-brokeredprivate placement of666,667 units at a priceof $0.75 per unit forgross proceeds of $500,000. Each unit consists of one common share andonce common share purchase warrant exercisable at a price of$0.93 until July27,  2006. In September  2005 the Companyhad a two-for-one stock split. In October2005,  455,000 share purchase warrants, at an exercise price of$0.475, were exercised, resulting in proceeds of $216,125. OnDecember  21,  2005, the Company completed a privateplacement of 1,707,665 flow-through common shares at a price of $0.60per Share and 909,091 units at a price of $0.55 per unit. Each unitconsists of one common share and one-half of 

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one common share purchase warrant exercisableat a price of $0.70 per Share until December  21,  2006.The Company paid a broker a commission of $106,700 and issued brokerwarrants entitling it to acquire 63,636 units at an exercise price of$0.55 per unit until December  21,  2006.

OnOctober  14,  2005, 1,900,000 stock options were granted tothe Company’s new president, Marek Kreczmer. These stock optionsare exercisable at a price of $0.75 per share, and expire after fiveyears.

At December  31,  2005, the Company hadworking capital of $1,603,476, up from $964,035 at December31,  2004. This increase resulted from the net proceeds raisedthrough equity financings in 2005 less operating and mineral propertycosts incurred during the same period.

On May  5,2006 the Company completed a private placement financing of 21,144,027units of for gross proceeds of $17,972,423. Each unit (priced at $0.85per unit) consists of one common share and one half of one common sharepurchase warrant. Each whole warrant entitles the holder to purchaseone additional common share of the Company at a price of $1.15 untileither (i) the second anniversary of the closing date; or (ii) if thecommon shares of Northwestern commence trading on either Tier 1 of theTSX Venture Exchange or the Toronto Stock Exchange prior to the secondanniversary of the closing date, the fifth anniversary of the closingdate.

B.    Liquidityand Capital Resources

At March  31,  2006, theCompany had working capital (including cash of $1,307,483) ofapproximately $1,190,066. The current working capital is the balanceleft from the proceeds of its equity fundings, after deducting thecosts of raising that funding, payment of outstanding accounts payable,payment of the Company’s general and administrative costs, andthe monies which have been spent acquiring and exploring its propertiesto that date.

On May  5,  2006 the Company completeda private placement financing of 21,144,027 units of for gross proceedsof $17,972,423. Each unit (priced at $0.85 per unit) consists of onecommon share and one half of one common share purchase warrant. Eachwhole warrant entitles the holder to purchase one additional commonshare of the Company at a price of $1.15 until either (i) the secondanniversary of the closing date; or (ii) if the common shares ofNorthwestern commence trading on either Tier 1 of the TSX VentureExchange or the Toronto Stock Exchange prior to the second anniversaryof the closing date, the fifth anniversary of the closingdate.

On April  28,  2006 the Company issued 100,000common shares to Azimut Exploration Inc. as partial payment for theNorth Rae Project.

At June  13,  2006, there wereoutstanding 13,570,528 share purchase warrants, 63,636units, each unit consisting of one common share and one-half sharewarrant held by brokers, and 3,980,000 stock options, whichentitle the holders to purchase common shares of the Company.

The Company does not have any material commitments for capitalexpenditures. The Company does not have any debt instrumentsoutstanding. Other than its exploration commitments and purchase/optionpayment commitments described in F. Tabular Disclosure ofContractual Obligations, the Company does not anticipate having tocommit to undertake any significant capital expenditures in theforeseeable future.

The Company’s expenditures to datehave satisfied the various conditions necessary to maintain theCompany’s option agreements on the Company’s Pichachoscopper-gold and the Irhazer and In Gall, Waterbury and North RaeUranium Projects. For the next twelve months, the Company anticipatesthat it will require approximately $5,000,000 in funds to satisfy itsshare of the exploration costs on these projects. The Company will need$3,275,000 to satisfy its exploration and purchase payment obligationsfor its various property interests. In addition, the Company believesit will need a minimum of $500,000 for expenses relating toadministration, salaries, and shareholder and public relationsactivities. The Company has sufficient capital on hand to undertake isexploration plans and fund its general and administrative expenses.However, there can be no assurance the Company will be able to raisethe necessary funds to fulfill its obligations.

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Since the Picachos Project, Irhazer and InGall, Waterbury and North Rae Projects are only at the explorationstage, the Company has no sources of revenue other than interest earnedon its cash. The primary source of funding for the Company is the issueof equity capital. The Company’s capital requirements in thefuture will be largely dependant upon the success of its variousexploration programs. Until such time as a feasibility study iscompleted and a production decision is made with regard to one of theCompany’s properties, it is expected that the only availablesource of future capital will be through the issuance of additionalequity shares. The availability of equity capital, and the price atwhich additional equity could be issued, is dependent upon the successof the Company’s exploration activities, and upon the state ofthe capital markets generally. See ‘‘Item 3. KeyInformation. D. RiskFactors.’’

C.  Research anddevelopment, patents and licenses, etc.

Since itsincorporation on September  26,  2003 the Company has notengaged in any research and developmentactivities.

D.  Trend Information.

NotApplicable.

E.  Off-Balance SheetArrangements.

The Company is not engaged in any off-balancesheet arrangements.

F.  Tabular Disclosure ofContractual Obligations.

The Company’s contractualobligations are in connection with its following mining interests: (i)an option to acquire a 100% interest in properties inMexico’s Durango provinces (the ‘‘PicachosProject’’), (ii) the acquisition in March  2006 ofthe right to explore two uranium properties in the Republic of Niger,Africa, (iii) an option to acquire up to a 65% interest in theNorth Rae Uranium Project, Northern Quebec, Canada, (iv), an option toacquire a 75% interest in the Waterbury Project, which consistsof nine uranium claims in the Athabasca Basin, Saskatchewan, Canada,and (v) a Letter of Intent dated June  9,  2006 granting itthe right to conduct due diligence and to potentially enter into anoption agreement to acquire the Sequaney Uranium Property, located inCharlevoix County, Quebec. The payments described in the followingtable are optional by the Company, are not contractual obligations ofthe Company, and, if the Company does not make any payment, the Companywill only lose its interest in that particular property. Reference ismade to ‘‘Item 4. Information on the Company.D. Property, Plants and Equipment’’ for adescription of the Company’s obligations regarding its variousproperty interests.

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|                                                                      |  |  |        |  |             |                      |  |  |           |  |            |           |  |  |                    |  |             |   |  |  |  |  |            |   |  |  |  |  |            |   |
|----------------------------------------------------------------------|--|--|--------|--|-------------|----------------------|--|--|-----------|--|------------|-----------|--|--|--------------------|--|-------------|---|--|--|--|--|------------|---|--|--|--|--|------------|---|
|                                                                 |  |  |   |  |             | Paymentsdue byPeriod |
|                                                                 |  |  | TOTAL  |  |             | LESSTHANONE YEAR     |  |  | 1-3 YEARS |  |            | 3-5 YEARS |  |  | MORETHANFIVE YEARS |
| Option PaymentsNecessary to Retain Property Interests at May 31,2006 |  |  |        |  |        |                      |  |  |           |  |       |           |  |  |                    |  |        |   |  |  |  |  |       |   |  |  |  |  |       |   |
| Paymentsrelating to PicachosProject                                  |  |  |        |  | $22,000,000 |                      |  |  |           |  | $1,000,000 |           |  |  |                    |  | $4,000,000  |   |  |  |  |  | $9,000,000 |   |  |  |  |  | $8,000,000 |   |
| Paymentsrelating to NigerConcessions                                 |  |  |        |  | $4,400,000  |                      |  |  |           |  | $400,000   |           |  |  |                    |  | $4,000,000  |   |  |  |  |  | 0          |   |  |  |  |  | 0          |   |
| Paymentsrelating to WaterburyProject                                 |  |  |        |  | $2,150,000  |                      |  |  |           |  | $1,350,000 |           |  |  |                    |  | $800,000    |   |  |  |  |  | 0          |   |  |  |  |  | 0          |   |
| Paymentsrelating to North Rae UraniumProject                         |  |  |        |  | $3,110,000  |                      |  |  |           |  | $480,000   |           |  |  |                    |  | $1,870,000  |   |  |  |  |  | $760,000   |   |  |  |  |  | 0          |   |
| Paymentsrelating to SaguenayUraniumProperty                          |  |  |        |  | $545,000    | *                    |  |  |           |  | $45,000    |           |  |  |                    |  |             | * |  |  |  |  |            | * |  |  |  |  |            | * |
| TOTALFOR ALL PROPERTYINTERESTS                                       |  |  |        |  | $32,205,000 |                      |  |  |           |  | $3,275,000 |           |  |  |                    |  | $10,670,000 |   |  |  |  |  | $9,760,000 |   |  |  |  |  | $8,000,000 |   |
|                                                                      |

|   |                                                                                 |
|---|---------------------------------------------------------------------------------|
| * | Thetiming of the additional $500,000 payments cannot be determined at thistime. |

Item 6.    Directors, Senior Management andEmployees.

A.  Directors and SeniorManagement.

Directors andOfficers.    At June30,  2006 the names, municipalities of residence andprincipal occupations of the directors and officers of the Companywere asfollows:

|                                             |  |  |                                            |  |  |                                                                           |  |  |           |  |    |  |
|---------------------------------------------|--|--|--------------------------------------------|--|--|---------------------------------------------------------------------------|--|--|-----------|--|----|--|
| NAME& MUNICIPALITY OF RESIDENCE         |  |  | POSITION WITHCOMPANY                  |  |  | PRINCIPALOCCUPATION                                                  |  |  | AGE  |
| KabirAhmed Toronto, OntarioCanada           |  |  | Chairmanof the BoardofDirectors            |  |  | Chairmanof the Board ofDirectors – NorthwesternMineral VenturesInc. |  |  |           |  | 38 |  |
| MarekKreczmer British Columbia, Canada      |  |  | ChiefExecutive Officer,President, Director |  |  | Chief ExecutiveOfficer,President – NorthwesternMineral VenturesInc. |  |  |           |  | 55 |  |
| AntonEsterhuizen SouthAfrica                |  |  | Director                                   |  |  | Geologist, Managing Director–Pangea Exploration(Pty)                |  |  |           |  | 55 |  |
| SimonLawrence Toronto, OntarioCanada        |  |  | Director                                   |  |  | MiningEngineer                                                            |  |  |           |  | 43 |  |
| Joseph D.Horne Kirkland Lake, OntarioCanada |  |  | Director                                   |  |  | President & CEO –VaultMinerals Inc.                             |  |  |           |  | 42 |  |
| ErrolFarr Bradford, Ontario Canada          |  |  | ChiefFinancial Officer                     |  |  | CertifiedManagementAccountant                                             |  |  |           |  | 43 |  |
|                                             |

KabirAhmed, a securities lawyer,served as theCompany’s Chairman of the Board until his resignation on or about July7,  2006. He was also the founding CEO and a director ofSouthampton Ventures Inc., a junior mineral exploration company he tookpublic onto the TSX Venture Exchange. Mr.  Ahmed is also thePresident of Richmond Capital Partners Inc., a fully licensed LimitedMarket Dealer in Ontario. Prior to that, he served as the OntarioRegional Manager for the Toronto Stock Exchange. Mr.  Ahmed holdsa B.Sc. from the University of Toronto, an LL.B. from Osgoode Hall LawSchool, and a Masters of Business Administration in Corporate Financefrom the Schulich School 

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of Business. He has been admitted to the Barsof New York and Ontario. Mr.  Ahmed has not entered into anynon-competition or non-disclosure agreement with theCompany.

Marek Kreczmer has been a geologist and miningexecutive for more than 30 years. He has worked for major and emergingmining industry companies focused on uranium, base and precious metals.Mr.  Kreczmer also has extensive experience in corporategovernance and administration as a current and former director ofseveral publicly listed mining companies in Canada. In 1991, Mr.Kreczmer founded Tan Range Exploration Corporation (now TanzanianRoyalty Exploration Corporation), a company active in the Tanzaniaregion of Africa, which he served as the President through to 2003. Hisbackground includes work with the uranium giant Cameco Corporation,AGIP Canada Ltd., Granges Exploration Ltd., Golden Patriot Mining Inc.,Soho Resources Corp. and Northern Canadian Minerals Inc. Mr.Kreczmer obtained a B.Sc. Honours (Mineral Deposits Major) from theUniversity of Ottawa and a Master of Science specializing in mineraldeposits from the University of Toronto. He is a member of theAssociation of Professional Engineers of Saskatchewan and theProspectors and Developers Association of Canada (PDAC). Mr.Kreczmerdedicates approximately 70% of his time to the Companyand has not entered into any non-competition or non-disclosureagreement with the Company.

Errol Farr was appointedthe Company’s Chief Financial Officer in January  2005. ACertified Management Accountant, Mr.  Farr has 15 years ofexperience as a Certified Management Accountant (CMA) including thesupervision of finance, accounting and operations departments. Hisbackground also consists of 10 years with numerous publicly listedjunior mining companies, as well as consulting assignments. Mr.Farr studied at Queen’s University and received his CMAaccreditation in 1990.

Anton Esterhuizen, M.Sc., B.Sc.(Hons), is an experienced geologist with extensive experience inAfrica. Among his career highlights, he is credited with the discoveryand evaluation of the Xstrata Group’s world-class, high-gradeRhovan vanadium deposit in South Africa, the re-evaluation of thesizeable Burnstone gold deposit, also in South Africa, and a number ofTanzanian gold deposits. At present, Mr.  Esterhuizen is ManagingDirector of Pangea Exploration (Pty) Limited in Johannesburg and adirector of Tanzanian Royalty Exploration Corporation. His backgroundalso includes work with African precious metals producer Gold FieldsLtd. Mr.  Esterhuizen is a fellow of the Geological Society ofSouth Africa and the first recipient of the Des Pretorius MemorialAward for outstanding work in economic geology in Africa. He alsoreceived the Dreyer Award from the Society for Mining Metallurgy andExploration Inc. (USA) for outstanding achievements in applied economicgeology, one the world’s most prestigious awards forexploration. 

Simon Lawrence Mr.Lawrence,  B.Eng (Mining Engineering) ACSM, MBA (InternationalFinance), is a seasoned professional in the resources sector. Earlierin his career, Mr.  Lawrence worked in mining production on theunderground platinum and gold mines of South Africa. Following thisMr.  Lawrence worked for HSBC James Capel and ABN AMRO Bank inLondon, England, where he was involved in financing and developingmining exploration companies in numerous countries throughout theworld. More recently, Mr Lawrence was VP Corporate Development ofGabriel Resources Ltd, where he was a key team member in the discovery,development and financing of the multi-million ounce Rosia Montana goldproject in Romania, Eastern Europe. Mr.  Lawrence was also afounder and director of Canadian-listed African Gold Group and EuropeanGoldfields Limited.

Joseph D. Horne studied at theHaileybury School of Mines, and has worked in the mining industry formore than 20 years, with his experience spanning exploration andproject development in both underground and open-pit productionenvironments. Currently the President and Chief Executive Officer ofVault Minerals Inc., Mr.  Horne also has extensive explorationand corporate experience through his work with more than a dozen miningcontractors, producers, junior explorers and consulting/contractingfirms.

On May  25,  2006 Mr. Wayne Beach, Jon North,and J. Scott Waldie resigned from the Company’s Board ofDirectors and were replaced by Messrs. Esterhuizen, Lawrence, andHorne.

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B.    Compensation.

Thefollowing table sets forth all annual and long-term compensation forservices rendered in all capacities to the Company for the fiscal yearended December  31,  2005 in respect of the individuals whowere, at December  31,  2005, the President and ChiefExecutive Officer and the Chief Financial Officer (collectively, the‘‘Named Executives’’) of theCompany.

Summary CompensationTable

|                                               |           |  |             |          |  |                    |                              |         |                        |                                     |  |                          |                                            |     |  |                |  |  |  |     |  |  |  |  |  |     |  |  |  |  |  |     |  |  |  |  |  |     |  |  |  |  |  |     |  |
|-----------------------------------------------|-----------|--|-------------|----------|--|--------------------|------------------------------|---------|------------------------|-------------------------------------|--|--------------------------|--------------------------------------------|-----|--|----------------|--|--|--|-----|--|--|--|--|--|-----|--|--|--|--|--|-----|--|--|--|--|--|-----|--|--|--|--|--|-----|--|
| NameandTitle                                  |           |  | PeriodEnded |          |  | AnnualCompensation |                              |         | Long Term Compensation |                                     |  | AllOtherCompen-sation($) |
|                                               | Salary($) |  |             | Bonus($) |  |                    | Other AnnualCompen-sation($) |         |                        | SecuritiesUnderOptionsGranted(1)(#) |  |                          | RestrictedSharesorRestrictedShare Units($) |     |  | LTIPPayouts($) |
| Kabir Ahmed Chief ExecutiveOfficer            |           |  | Dec 31,2005 |          |  |                    |                              | $90,000 |                        |                                     |  |                          |                                            | Nil |  |                |  |  |  | Nil |  |  |  |  |  | Nil |  |  |  |  |  | Nil |  |  |  |  |  | Nil |  |  |  |  |  | Nil |  |
| ErrolFarr, Chief Financial Officer            |           |  | Dec 31,2005 |          |  |                    |                              | $21,000 | (1)                    |                                     |  |                          |                                            | Nil |  |                |  |  |  | Nil |  |  |  |  |  | Nil |  |  |  |  |  | Nil |  |  |  |  |  | Nil |  |  |  |  |  | Nil |  |
| RoderickChisholm Past Chief Financial Officer |           |  | Dec 31,2005 |          |  |                    |                              | $3,000  | (2)                    |                                     |  |                          |                                            | Nil |  |                |  |  |  | Nil |  |  |  |  |  | Nil |  |  |  |  |  | Nil |  |  |  |  |  | Nil |  |  |  |  |  | Nil |  |
| MarekKreczmer President                       |           |  | Dec 31,2005 |          |  |                    |                              | $21,000 | (3)                    |                                     |  |                          |                                            | Nil |  |                |  |  |  | Nil |  |  |  |  |  | Nil |  |  |  |  |  | Nil |  |  |  |  |  | Nil |  |  |  |  |  | Nil |  |
|                                               |

|  |
|--|
|  |  |
|  |

|    |                                                                                                                                                                                                                                                                                       |
|----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1. | Mr.Farr receives a salary of $24,000 per annum, which salary commenced onFebruary  10,  2005. Accordingly, the total amount paid toMr.  Farr for the fiscal year ended December  31,2005 was based upon an annualized salary of $24,000 pro rated for hisperiod of employment in2005. |

|    |                                                                                                                                                                                                                                                                                                                                                                    |
|----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2. | Mr.  Chisholm received asalary of $3,000 for 2005, which salary ceased on February10,  2005 when Mr.  Chisholm ceased to act as ChiefFinancial Officer of the Company. Accordingly, the total amount paid toMr.  Chisholm for the fiscal year ended December31,  2005 was based upon an annualized salary of $24,000 prorated for his period of employment in2005. |

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3. | Mr.  Kreczmer receives asalary of $100,000 per annum, which salary commenced on October14,  2005 when Mr.  Kreczmer was appointed theCompany’s President. Accordingly, the total amount paid toMr.  Kreczmer for the fiscal year ended December31,  2005 was based upon an annualized salary of $100,000 prorated for his period of employment in 2005. On May  11,2006 Mr.  Kreczmer was appointed Chief ExecutiveOfficer. |

On May  25,  2006 the Company, throughits Compensation Committee consisting of Wayne Beach, Jon North, and J.Scott Waldie, established the following compensation plan for itsdirectors, which is retroactive to the Company’s incorporationon September  26,  2003:

1.    $10,000 per annumretainer for all directors;

2.    An additional $1,000 for eachboard of directors meeting attended during the year;

3.    Anadditional $2,500 to be paid to the Chair of the Audit Committee andthe Chair of the Compensation Committee;

4.    An additional$2,000 per annum to be paid to the Chair of the Corporate Governanceand Nomination Committee and Chair of the Environmental, Health &Safety Committee.

Director’s fees were calculated asfollows: (i) $10,000 per annum + (ii) seven board of directors meetingsper year ($7,000).

All persons who had served as a director ofthe Company since its incorporation on September  26,  2003received the following retroactivecompensation:

|  |          |                                                                                                                   |
|--|----------|-------------------------------------------------------------------------------------------------------------------|
|  | 1.  | Kabir Ahmed, Jon North and J.Scott Waldie – 2.5 years of service – payments of $42,500to each person. |

|  |          |                                                             |
|--|----------|-------------------------------------------------------------|
|  | 2.  | Wayne Beach – 14 monthsof service – $19,833.33. |

|  |          |                                                            |
|--|----------|------------------------------------------------------------|
|  | 3.  | Marek Kreczmer– 9 months of service – $12,750. |

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In addition, the Compensation Committeeawarded the following bonus payments on May  25,2006:

|  |          |                            |
|--|----------|----------------------------|
|  | 1.  | Jon North –$100,000; |

|  |          |                             |
|--|----------|-----------------------------|
|  | 2.  | Kabir Ahmed –$25,000. |

Kabir Ahmed serves as Chair of the Audit Committee.

Directors are also entitled to participate in the stock option planof the Company (the ‘‘Plan’’). As atJune  13,  2006, the Company had outstanding options topurchase 3,980,000 Shares, of which 3,250,000 may be exercised bydirectors. See ‘‘Summary of Stock OptionPlan.’’

Termination Agreements for ExecutiveOfficers and Directors. 

On May  25,  2006 theCompany agreed, in the event of a change in control of the Company, tomake the following payments to Kabir Ahmed, the Company’sChairman of the Board, and Marek Kreczmer, the Company’s ChiefExecutive Officer and President. Mr.  Ahmed and Mr.Kreczmer would each be entitled to a severance payment equal to twoyears salary in the event their consulting agreements were terminatedin connection with any acquisition of the Company’s Sharesresulting in a change of control of the Company, provided the Companyhas a project which has achieved commercial feasibility at that time.In the event none of the Company’s projects had achievedcommercial feasibility by such time, Mr.  Ahmed and Mr.Kreczmer would each receive one year’s salary.

StockOption Plan.

The Company’s shareholders approved thePlan on June  23,  2004. An aggregate of 4,730,000 Sharesare currently reserved for issue upon the exercise of options grantedpursuant to the Plan. An aggregate of 3,980,000 options have beengranted under the Plan to date, leaving an aggregate of 750,000 optionsavailable for grant under the Plan as of June  13,2006.

The purpose of the Plan is to attract, retain and motivatedirectors, officers, employees and other service providers by providingthem with the opportunity, through share options, to acquire aproprietary interest in the Corporation and benefit from its growth.The options are non-assignable and may be granted for a term notexceeding five years.

Options may be granted under the Plan onlyto directors, officers, employees and other service providers subjectto the rules and regulations of applicable regulatory authorities andany Canadian stock exchange upon which the Common Shares may be listedor may trade from time to time. The number of Common Shares reservedfor issue to any one person pursuant to the Plan may not exceed5% of the issued and outstanding Common Shares at the date ofsuch grant. The exercise price of options issued may not be less thanthe fair market value of the Common Shares at the time the option isgranted, subject to any discounts permitted by applicable legislativeand regulatory requirements.

Options/SARs Granted duringFiscal Year Ended December  31,2005

The following table provides details onstock options granted to the Named Executives and Directors during theyear ended December  31,2005:

|               |  |  |                                        |  |           |                                                             |  |  |                                  |  |     |                                                                               |  |  |                |   |      |  |  |  |  |   |      |  |  |  |                  |
|---------------|--|--|----------------------------------------|--|-----------|-------------------------------------------------------------|--|--|----------------------------------|--|-----|-------------------------------------------------------------------------------|--|--|----------------|---|------|--|--|--|--|---|------|--|--|--|------------------|
| Name          |  |  | SecuritiesUnderOptions/SARs Granted(#) |  |           | % ofTotalOptions/SARsGranted toEmployees inFinancialYear(1) |  |  | Exercise orBasePrice($/Security) |  |     | Market ValueofSecuritiesUnderlyingOptions/SARs on theDate ofGrant($/Security) |  |  | ExpirationDate |
| MarekKreczmer |  |  |                                        |  | 1,900,000 |                                                             |  |  |                                  |  | 100 | %                                                                             |  |  |                | $ | 0.75 |  |  |  |  | $ | 0.75 |  |  |  | October14,  2010 |
|               |

Notes

Anaggregate of 1,900,000 options were granted by the Company during thefinancial year ended December  31,  2005.

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Upon exercise in accordance with theterms thereof, each of these options entitles the holder thereof toacquire one Share.

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

Roderick Chisholm, who resigned as the Company’s chieffinancial officer in 2005, exercised his options in January andFebruary  2005. Mr.  Chisholm exercised his entire optionof 100,000 Shares, resulting in proceeds to the Company of$57,000.

C.    BoardPractices.

The directors of the Companyat June  30,2006 were asfollows:

|                  |  |  |                      |  |  |                             |
|------------------|--|--|----------------------|--|--|-----------------------------|
| NAME        |  |  | POSITION        |  |  | DATEAPPOINTEDDIRECTOR  |
| KabirAhmed*      |  |  | Chairmanof the Board |  |  | September  27,2003          |
| MarekKreczmer    |  |  | Director             |  |  | October  14,2005            |
| AntonEsterhuizen |  |  | Director             |  |  | May  25,2006                |
| SimonLawrence    |  |  | Director             |  |  | May  25,2006                |
| Joseph D. Horne  |  |  | Director             |  |  | May  25,2006                |
|                  |

|  |
|--|
|  |  |
|  |

|   |                                                                                         |
|---|-----------------------------------------------------------------------------------------|
| * | Mr.  Ahmedresigned from theCompany’s Board of Directors on or about July  7,2006. |

Composition of the Audit Committee

TheCompany’s audit committee is comprised of the Chairman and theindependent, non-management directors of the Board of Directors.

Pre-Approval Policies and Procedures

In the eventthat the Company wishes to retain the services of its external auditorsfor tax compliance, tax advice or tax planning, the Chief FinancialOfficer of the Company shall consult with the chair of the auditcommittee, who shall have the authority to approve or disapprove onbehalf of the audit committee, such non-audit services. All othernon-audit services shall be approved or disapproved by the auditCommittee as a whole.

Compensation Committee

The membersof the Company’s compensation committee are the independent,non-management directors of the Board of Directors. The CompensationCommittee may from time to time determine the compensation of theCompany’s officers and directors by taking into consideration,among other factors, corporate performance, industry standards forcompensation, and the state of the Company’s treasury.

D.    Employees.

The Company hastwo consultants acting ina management capacity:    Marek Kreczmer, itsChief Executive Officer and President, andErik H. Martin, its ChiefFinancial Officer. Mr.  Ahmed,former Chairman of the Board ofDirectors, resigned on or about July7,  2006.

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E.    ShareOwnership.

The following table sets forth theshareholdings of the Company’s directors and senior managementas at June  23,2006.

|                                    |  |  |                         |  |  |                            |  |           |                                      |  |  |  |  |      |   |
|------------------------------------|--|--|-------------------------|--|--|----------------------------|--|-----------|--------------------------------------|--|--|--|--|------|---|
| NAME                          |  |  | POSITION           |  |  | NUMBEROF SHARESOWNED  |  |           | PERCENTAGEOFOUTSTANDINGSHARES*  |
| KabirAhmed**                       |  |  | Chairmanof theBoard     |  |  |                            |  | 3,900,000 | ***                                  |  |  |  |  | 3.86 | % |
| MarekKreczmer                      |  |  | CEO, President,Director |  |  |                            |  | 0         |                                      |  |  |  |  | 0    |   |
| AntonEsterhuizen                   |  |  | Director                |  |  |                            |  | 0         |                                      |  |  |  |  | 0    |   |
| SimonLawrence                      |  |  | Director                |  |  |                            |  | 0         |                                      |  |  |  |  | 0    | % |
| JosephD. Horne                     |  |  | Director                |  |  |                            |  | 0         |                                      |  |  |  |  | 0    |   |
| ErrolFarr                          |  |  | Chief FinancialOfficer  |  |  |                            |  | 0         |                                      |  |  |  |  | 0    |   |
| Officers &Directors, as agroup |  |  |                    |  |  |                            |  | 3,900,000 | ***                                  |  |  |  |  | 3.86 | % |
|                                    |

|  |
|--|
|  |  |
|  |

|   |                                                                  |
|---|------------------------------------------------------------------|
| * | AtJune  23,  2006 the Company had 101,126,117 Sharesoutstanding. |

|    |                                                                                              |
|----|----------------------------------------------------------------------------------------------|
| ** | Mr. Kabir Ahmedresigned from theCompany’s Board of Directors on or about July  7,2006. |

|     |                                                                                                                                                                           |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| *** | These amounts do notreflect the Shares the Company’s officers and directors can eachacquire pursuant to the exercise of options, as set forth in thefollowingtable. |

|                  |  |  |                |  |           |               |  |  |           |  |        |                 |  |  |                |  |  |                  |
|------------------|--|--|----------------|--|-----------|---------------|--|--|-----------|--|--------|-----------------|--|--|----------------|--|--|------------------|
| Name             |  |  | NumberofShares |  |           | ExercisePrice |  |  | GrantDate |  |        | Expiration Date |
| KabirAhmed       |  |  |                |  | 400,000   |               |  |  |           |  | 0.2875 |                 |  |  | March26,2004   |  |  | March26,  2009   |
| MarekKreczmer    |  |  |                |  | 1,900,000 |               |  |  |           |  | 0.75   |                 |  |  | Oct.  14,2005  |  |  | Oct.  14,2010    |
|             |  |  |                |  | 250,000   |               |  |  |           |  | 0.68   |                 |  |  | May25,  2006   |  |  | May  25,2011     |
| AntonEsterhuizen |  |  |                |  | 200,000   |               |  |  |           |  | 0.68   |                 |  |  | May  25,2006   |  |  | May  25,  2011   |
| SimonLawrence    |  |  |                |  | 200,000   |               |  |  |           |  | 0.68   |                 |  |  | May  25,2006   |  |  | May  25,  2011   |
| Joseph D.Horne   |  |  |                |  | 200,000   |               |  |  |           |  | 0.68   |                 |  |  | May  25,2006   |  |  | May  25,  2011   |
| ErrolFarr        |  |  |                |  | 100,000   |               |  |  |           |  | 1.10   |                 |  |  | March  27,2006 |  |  | March  27,  2011 |
|                  |

WayneBeach, formerly Chairman of the Board of Directors until hisresignation on May  25,  2006, owns 4,399,319 Shares. JonNorth and J. Scott Waldie, directors who resigned on May25,  2006, each own options to acquire 400,000 Shares at anexercise price of $0.2875 per Share. These options expire 90 days fromtheir resignation.

Pursuant to an Escrow Agreement datedJanuary  9,  2004 among Northwestern Mineral Ventures Inc.,Equity Transfer Services Inc. (the ‘‘EscrowAgent’’), and Kabir Ahmed(‘‘Ahmed’’), in connection with theCompany’s initial public offering of up to 15,000,000 Shares(pre-splits) in February  2004, Ahmed agreed to place 4,000,000Shares (post two 2-1 stock-splits) in escrow with the Escrow Agent, tobe released from escrow asfollows:

|                                                                                                        |  |  |                                       |
|--------------------------------------------------------------------------------------------------------|--|--|---------------------------------------|
| DATE                                                                                                   |  |  | NUMBEROF SHARES RELEASED FROMESCROW   |
| DateCompany’s Shares are listed on TSX Venture Exchange(‘‘ListingDate’’) |  |  | 1/10of Shares in Escrow               |
| 6 Months After ListingDate                                                                             |  |  | 1/6 of Shares Remaining in Escrow     |
| 12Months After Listing Date                                                                            |  |  | 1/5 of Shares Remaining inEscrow      |
| 18 Months After Listing Date                                                                           |  |  | 1/4 ofShares Remaining in Escrow      |
| 24 Months After ListingDate                                                                            |  |  | 1/3 of Shares Remaining in Escrow     |
| 30Months After Listing Date                                                                            |  |  | 1⁄2 of SharesRemaining in Escrow |
| 36 Months After ListingDate                                                                            |  |  | any Shares Remaining inEscrow         |
|                                                                                                        |

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Item 7.    Major Shareholders andRelated Party Transactions.

A.    MajorShareholders.

At June  23,  2006 Management isunaware of any person beneficially owning 5% or more of theCompany’s outstanding Shares.

At June  23,2006, the Company had 19 U.S. shareholders of record, holding18,790,848 Shares, which represented 26.76% of theCompany’s outstanding Shares. At such date, there were noarrangements, the operation of which could result in a change ofcontrol. All shareholders have the same voting rights with respect tothe Shares.

B.    Related PartyTransactions.

Kabir Ahmed,at June  30,2006, the Chairman of the Board of Directors, and previouslythe Company’s President and Chief Executive officer, and ownerof 3.86% of the Company’s outstanding Shares, was adirector of RNC Gold Inc. ‘‘(RNC’’) at thetime the Company entered into its option agreement to acquire a50% interest in the Picachos Project in Mexico. Mr.  Ahmedresigned his position as director of RNC in early 2005, prior to thetime the Company negotiated and entered into its Letter of Intent inMay  2005 with RNC to acquire a 100% interest in thePicachos Project. Reference is made to ‘‘Item 4.Information on the Company’’ for a descriptionof these transactions.

No other executive officer, person owningat least 5% of the Company’s outstanding Shares, oraffiliate thereof, has or has had any material interest, directly orindirectly, in any transaction involving the Company since itsincorporation, or in any proposed transaction involving theCompany.

Item 8.    FinancialInformation.

A.    Consolidated Statements and OtherFinancial Information.

Reference is made to‘‘Item 18. Financial Statements’’for the financial statements included in this AnnualReport.

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

The Company has never paid a dividendand it is unlikely that the Company will declare or pay a dividenduntil warranted based upon the factors outlined below. The declaration,amount and date of distribution of any dividends in the future will bedecided by the Board of Directors from time-to-time, based upon, andsubject to, the Company’s earnings, financial requirements andother conditions prevailing at the time.

B.    SignificantChanges.

In May  2006, the Company completed a privateplacement of 21,144,027 units, resulting in gross proceeds of$17,972,423. Other than the May  2006 financing, there have beenno significant changes since the Company’s unaudited financialstatements at March  31,  2006.

Item 9.    TheOffer and Listing

A.    Offer and ListingDetails.

The Company’s Shares commenced trading (i)on the TSX Venture Exchange in Canada on March  19,  2004under the symbol ‘‘NWT,’’ (ii) on theBerlin Stock Exchange on March  30,  2004(‘‘NMV’’), (iii) the Frankfurt StockExchange on April  5,  2004(‘‘NMV’’), and (iv) on the NASD OTCBulletin Board on August  25,  2004(‘‘NWTMF’’).

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Following is information on the tradinghistory of the Company’s Shares:

The low and high marketprices for the Shares, on a quarterly basis, on the TSX VentureExchange are as follows:

TSXVENTUREEXCHANGE

|                             |  |  |     |  |       |            |  |  |  |  |      |   |
|-----------------------------|--|--|-----|--|-------|------------|--|--|--|--|------|---|
| MONTHANDYEAR           |  |  | LOW |  |       | HIGH  |
| March2004                   |  |  |     |  | .57   |            |  |  |  |  | 1.39 |   |
| April –June  2004     |  |  |     |  | 1.20  |            |  |  |  |  | 1.55 |   |
| July– September  2004 |  |  |     |  | 0.56  | *          |  |  |  |  | 0.79 | * |
| October –December2004 |  |  |     |  | 0.64  | *          |  |  |  |  | 0.79 | * |
| January –March  2005  |  |  |     |  | 0.70  | *          |  |  |  |  | 1.01 | * |
| April– June2005       |  |  |     |  | 0.65  | *          |  |  |  |  | 1.12 | * |
| July –September2005   |  |  |     |  | 0.445 |            |  |  |  |  | 0.97 |   |
| October –December2005 |  |  |     |  | 0.46  |            |  |  |  |  | 0.87 |   |
|                             |

|  |
|--|
|  |  |
|  |

|   |                   |
|---|-------------------|
| * | post-splitpricing |

The low and high market prices for the Shares on theTSX Venture Exchange for the period January  1,  2006 toJune  30,  2006 are as follows:

TSXVENTUREEXCHANGE 

|              |  |  |           |  |      |            |  |  |  |  |      |    |
|--------------|--|--|-----------|--|------|------------|--|--|--|--|------|----|
| DATE         |  |  | LOW  |  |      | HIGH  |
| January2006  |  |  |           |  | 0.63 |            |  |  |  |  | 0.92 |    |
| February2006 |  |  |           |  | 0.74 |            |  |  |  |  | 0.87 |    |
| March2006    |  |  |           |  | 0.75 |            |  |  |  |  | 1.35 |    |
| April2006    |  |  |           |  | 0.87 |            |  |  |  |  | 1.16 |    |
| May2006      |  |  |           |  | 0.61 |            |  |  |  |  | 1.06 |    |
| June2006     |  |  |           |  | 0.40 | **         |  |  |  |  | 0.63 | ** |
|              |

|  |
|--|
|  |  |
|  |

|   |                   |
|---|-------------------|
| * | post-splitpricing |

|    |                      |
|----|----------------------|
| ** | As of June  23,2006. |

The closing price of the Shares on the TSX VentureExchange on June  23,  2006 was $0.55.

The low andhigh market prices for the Shares, on a quarterly basis, on the BerlinStock Exchanges and Frankfurt Stock Exchanges are asfollows:

BERLIN STOCK EXCHANGE(EUROS)

|                             |  |  |     |  |      |            |  |  |  |  |      |  |
|-----------------------------|--|--|-----|--|------|------------|--|--|--|--|------|--|
| MONTHANDYEAR           |  |  | LOW |  |      | HIGH  |
| April– June2004       |  |  |     |  | 0.74 |            |  |  |  |  | 0.94 |  |
| July –September  2004 |  |  |     |  | 0.35 |            |  |  |  |  | 0.78 |  |
| October –December2004 |  |  |     |  | 0.39 |            |  |  |  |  | 0.52 |  |
| January –March  2005  |  |  |     |  | 0.40 |            |  |  |  |  | 0.63 |  |
| April– June2005       |  |  |     |  | 0.39 |            |  |  |  |  | 0.74 |  |
| July –September2005   |  |  |     |  | 0.26 |            |  |  |  |  | 0.71 |  |
| October –December2005 |  |  |     |  | 0.33 |            |  |  |  |  | 0.63 |  |
|                             |

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BERLINSTOCK EXCHANGE(EUROS)

|                    |  |  |           |  |      |            |  |  |  |  |      |   |
|--------------------|--|--|-----------|--|------|------------|--|--|--|--|------|---|
| MONTHANDYEAR  |  |  | LOW  |  |      | HIGH  |
| January2006        |  |  |           |  | 0.41 |            |  |  |  |  | 0.68 |   |
| February2006       |  |  |           |  | 0.50 |            |  |  |  |  | 0.65 |   |
| March2006          |  |  |           |  | 0.54 |            |  |  |  |  | 0.90 |   |
| April2006          |  |  |           |  | 0.62 |            |  |  |  |  | 0.88 |   |
| May2006            |  |  |           |  | 0.42 |            |  |  |  |  | 0.77 |   |
| June2006           |  |  |           |  | 0.27 | *          |  |  |  |  | 0.46 | * |
|                    |

|  |
|--|
|  |  |
|  |

|   |                       |
|---|-----------------------|
| * | Asof June  23,  2006. |

FRANKFURT STOCKEXCHANGE(EUROS)

|                             |  |  |     |  |      |            |  |  |  |  |      |  |
|-----------------------------|--|--|-----|--|------|------------|--|--|--|--|------|--|
| MONTHANDYEAR           |  |  | LOW |  |      | HIGH  |
| April– June2004       |  |  |     |  | 0.70 |            |  |  |  |  | 0.87 |  |
| July –September  2004 |  |  |     |  | 0.35 |            |  |  |  |  | 0.72 |  |
| October –December2004 |  |  |     |  | 0.40 |            |  |  |  |  | 0.53 |  |
| January –March  2005  |  |  |     |  | 0.43 |            |  |  |  |  | 0.66 |  |
| April– June2005       |  |  |     |  | 0.37 |            |  |  |  |  | 0.74 |  |
| July –September2005   |  |  |     |  | 0.27 |            |  |  |  |  | 0.71 |  |
| October –December2005 |  |  |     |  | 0.35 |            |  |  |  |  | 0.63 |  |
|                             |

FRANKFURTSTOCK EXCHANGE(EUROS)

|                    |  |  |           |  |      |            |  |  |  |  |      |   |
|--------------------|--|--|-----------|--|------|------------|--|--|--|--|------|---|
| MONTHANDYEAR  |  |  | LOW  |  |      | HIGH  |
| January2006        |  |  |           |  | 0.43 |            |  |  |  |  | 0.67 |   |
| February2006       |  |  |           |  | 0.54 |            |  |  |  |  | 0.63 |   |
| March2006          |  |  |           |  | 0.57 |            |  |  |  |  | 0.94 |   |
| April2006          |  |  |           |  | 0.61 |            |  |  |  |  | 0.88 |   |
| May2006            |  |  |           |  | 0.40 |            |  |  |  |  | 0.76 |   |
| June2006           |  |  |           |  | 0.29 | *          |  |  |  |  | 0.45 | * |
|                    |

|  |
|--|
|  |  |
|  |

|   |                       |
|---|-----------------------|
| * | Asof June  23,  2006. |

At June  27,2006, one Euro, as quoted by Reuters and other sources at 4 P.M.Eastern Time for New York foreign exchange selling rates (for banktransactions of at least $1,000,000), equaled $1.2581 in U.S. dollars.(Source: The Wall Street Journal)

The low and high market pricesfor the Shares, on a quarterly basis, on the OTC Bulletin Board are asfollows:

OTC BULLETIN BOARD (US$)

|                             |  |  |           |  |      |            |  |  |  |  |      |  |
|-----------------------------|--|--|-----------|--|------|------------|--|--|--|--|------|--|
| MONTHANDYEAR           |  |  | LOW  |  |      | HIGH  |
| July– September2004   |  |  |           |  | 0.46 |            |  |  |  |  | 0.60 |  |
| October –December2004 |  |  |           |  | 0.53 |            |  |  |  |  | 0.63 |  |
| January –March  2005  |  |  |           |  | 0.59 |            |  |  |  |  | 0.82 |  |
| April– June2005       |  |  |           |  | 0.51 |            |  |  |  |  | 0.90 |  |
| July –September2005   |  |  |           |  | 0.32 |            |  |  |  |  | 0.90 |  |
| October –December2005 |  |  |           |  | 0.40 |            |  |  |  |  | 0.73 |  |
|                             |

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OTC BULLETIN BOARD (US$)

|                    |  |  |           |  |      |            |  |  |  |  |      |   |
|--------------------|--|--|-----------|--|------|------------|--|--|--|--|------|---|
| MONTHANDYEAR  |  |  | LOW  |  |      | HIGH  |
| January2006        |  |  |           |  | 0.55 |            |  |  |  |  | 0.84 |   |
| February2006       |  |  |           |  | 0.62 |            |  |  |  |  | 0.82 |   |
| March2006          |  |  |           |  | 0.66 |            |  |  |  |  | 1.20 |   |
| April2006          |  |  |           |  | 0.74 |            |  |  |  |  | 1.04 |   |
| May2006            |  |  |           |  | 0.50 |            |  |  |  |  | 0.96 |   |
| June2006           |  |  |           |  | 0.35 | *          |  |  |  |  | 0.58 | * |
|                    |

|  |
|--|
|  |  |
|  |

|   |                       |
|---|-----------------------|
| * | Asof June  23,  2006. |

The closing prices of theShares on the Berlin Stock Exchange and Frankfurt Stock Exchange onJune  27,  2006 were 0.40 Euros and $0.41 Euros,respectively. The closing price of the Shares on the OTC Bulletin Boardon June  27,  2006 was $0.505.

B.    Plan ofDistribution.

Notapplicable.

C.    Markets

(see A.above)

D.    SellingShareholders.

Notapplicable.

E.    Dilution.

Notapplicable.

F.    Expenses of theIssue.

Not applicable.

|               |                        |
|---------------|------------------------|
| Item10.  | AdditionalInformation. |

A.    ShareCapital.–

NotApplicable.

B.    Certificate and Articles ofIncorporation

Common Shares

The Company isauthorized to issue an unlimited number of Common Shares(‘‘Shares’’), with no par value.

Theholders of Shares are entitled to such dividends as and when declaredby our board of directors, to one vote per share at meetings ofshareholders and upon liquidation, to receive such of our assets as aredistributable to holders of Shares, subject to the rights of holders,if any, of the Preferred Shares. All Shares presently outstanding areduly authorized, validly issued, fully paid and non-assessable. Shareshave no preference, conversion, exchange, preemptive or cumulativevoting rights.

All Shares are entitled to one vote per share atall meetings of shareholders, rank equally as to dividends and as tothe distribution of the Company’s assets available fordistribution in the event of a liquidation, dissolution or winding upof the Company. There are no preemptive or conversion rights and noprovision for redemption, purchase for cancellation, surrender orsinking or purchase funds.

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Provisions as to the modification,amendment or variation of such rights and provisions are contained inthe Business Companies Act (Ontario) (the‘‘Act’’) and the regulations promulgatedthereunder. Certain fundamental changes to the articles of the Companywill require the approval of two-thirds of the votes cast on aresolution submitted to a special meeting of the Company’sshareholders called for the purpose of considering the resolution.These items include (i) an amendment to the provisions relating to theoutstanding capital of the Company, (ii) a sale of all or substantiallyall of the assets of the Company, (iii) an amalgamation of the Companywith another company, other than a subsidiary, (iv) a winding-up of theCompany, (v) a continuance of the Company into another jurisdiction,(vi) a statutory court approved arrangement under the Act (essentiallya corporate reorganization such as an amalgamation, sale of assets,winding-up, etc.), and (vii) a change of name.

Although the Actdoes not specifically impose any restrictions on the repurchase orredemption of shares, under the Act a corporation cannot repurchase itsshares or declare dividends if there are reasonable grounds forbelieving that (a) the corporation is, or after payment would be,unable to pay its liabilities as they become due, or (b) after thepayment, the realizable value of the corporation’s assets wouldbe less than the aggregate of (i) its liabilities and (ii) its statedcapital of all classes of its securities. Generally, stated capital isthe amount paid on the issuance of ashare.

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ARTICLESAND BY-LAWS

The following presents a description of certainterms and provisions of the Company’s articles andby-laws.

General

The Company was incorporated in theProvince of Ontario on September  26,  2003. Its OntarioCorporation Number is 1589236.

The Company’s corporateobjectives and purpose areunrestricted.

Directors

Pursuant to Section 132 of theBusiness 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 anyperson who is a party to, a material contract or transaction orproposed material contract or transaction with us shall disclose to usthe nature and extent of that interest and shall not vote on anyresolution to approve such contract or transaction.

If a quorumof independent directors is present, the directors are entitled to votecompensation to themselves.

Section 137 of the OBCA providesthat the directors shall be paid such remuneration for their servicesas the board of directors may from time to timedetermine.

Section 184 of the OBCA provides that the board mayfrom time to time on our behalf, without authorization ofshareholders:

|  |              |                                  |
|--|--------------|----------------------------------|
|  | •  | borrow money upon Companycredit; |

|  |              |                                                                |
|--|--------------|----------------------------------------------------------------|
|  | •  | issue, reissue, sell or pledgedebt obligations of the Company; |

|  |              |                                                                                   |
|--|--------------|-----------------------------------------------------------------------------------|
|  | •  | guarantee on our behalf to secure performanceof any obligation of any person; and |

|  |              |                                                                                                                                                                                                     |
|--|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | mortgage, hypothecate, pledge or otherwisecreate a security interest in all or any of our currently owned orsubsequently acquired property of the Company, to secure anyobligations of the Company. |

There are no provisions in theCompany’s by-laws relating to retirement or non-retirement ofdirectors under an age limit requirement. A director need not be ashareholder. A majority of directors must be resident Canadians and atleast one-third of the directors must not be officers or employees ofthe Company or of any of the Company’s affiliates.

Annualand special meetings

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

There are no provisions ineither the Company’s Articles of Incorporation or By-laws thatwould have the effect of delaying, deferring or preventing a change incontrol of the Company and that would operate only with respect to amerger, acquisition or corporate restructuring involving the Company orits subsidiary.

There are no by-law provisions governing theownership threshold above which shareholder ownership must bedisclosed.

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|  |          |                   |
|--|----------|-------------------|
|  | C.  | MaterialContracts |

|  |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|--|----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | 1.  | Escrow Agreement datedJanuary  9,  2004 among Northwestern Mineral Ventures Inc.,Equity Transfer Services Inc. (the ‘‘EscrowAgent’’), and Kabir Ahmed(‘‘Ahmed’’). Pursuant to this agreement, inconnection with the Company’s initial public offering of up to15,000,000 Shares, Ahmed agreed to place 1,000,000 Shares (4,000,000Shares post two 2-1 stock splits) in escrow with the Escrow Agent, tobe released from escrow asfollows: |

|                                                                                                        |  |  |                                       |
|--------------------------------------------------------------------------------------------------------|--|--|---------------------------------------|
| DATE                                                                                                   |  |  | NUMBEROF SHARESRELEASED FROMESCROW    |
| DateCompany’s Shares are listed on TSX Venture Exchange(‘‘ListingDate’’) |  |  | 1/10 of Shares inEscrow               |
| 6 Months After ListingDate                                                                             |  |  | 1/6 of Shares Remaining inEscrow      |
| 12 Months After ListingDate                                                                            |  |  | 1/5 of Shares Remaining inEscrow      |
| 18 Months After ListingDate                                                                            |  |  | 1⁄4 of Shares Remaining inEscrow |
| 24 Months After ListingDate                                                                            |  |  | 1/3 of Shares Remaining inEscrow      |
| 30 Months After ListingDate                                                                            |  |  | 1⁄2 of Shares Remaining inEscrow |
| 36 Months After Listing Date                                                                           |  |  | anyShares Remaining inEscrow          |
|                                                                                                        |

|  |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|--|----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | 2.  | Consulting Agreementwith Primoris Group Inc. (‘‘PrimorisGroup’’), dated April  23,  2004. Under theterms of this agreement, Primoris Group is to provide investorrelations services to the Company for one year. Primoris Group isreceiving $13,500 per month and has been granted stock options toacquire 300,000 Shares (post-stock split) at an exercise price of$0.675 per Share, with an expiration date of April  23,2007. |

|  |          |                                                                                                                                                                                                                                                                                           |
|--|----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | 3.  | Option Agreement dated July14,  2004 between RNC Gold Inc. and Northwestern Mineral VenturesInc. concerning the Picachos Project.Reference is made to‘‘Item 4. Information on the Company. D. Property,Plants and Equipment.’’ for a description of theagreement. |

|  |          |                                                                                                                                                                                                                                                                                                                              |
|--|----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | 4.  | Letter of Intent dated May19,  2005 with RNC Gold Inc. pursuant to which the Company wasgranted the right to acquire a 100% interest in the PicachosProject. Reference is made to ‘‘Item 4. Informationon the Company. D. Property, Plants and Equipment.’’for a description of the Letter ofIntent. |

|  |          |                                                                                                                                                                                                                                                                |
|--|----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | 5.  | Amending Agreement datedOctober  14,  2005 between Northwestern Mineral VenturesInc. and RNC Gold Inc.Reference is made to ‘‘Item 4.Information on the Company. D. Property, Plants andEquipment.’’ for a description of theagreement. |

|  |          |                                                                                                                                                                                                                                                                         |
|--|----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | 6.  | Mining Agreement between theRepublic of Niger and Northwestern Mineral Ventures Inc. for theIrhazer Concession.Reference is made to ‘‘Item 4.Information on the Company. D. Property, Plants andEquipment.’’ for a description of theagreement. |

|  |          |                                                                                                                                                                                                                                                                         |
|--|----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | 7.  | Mining Agreement between theRepublic of Niger and Northwestern Mineral Ventures Inc. for the InGall Concession.Reference is made to ‘‘Item 4.Information on the Company. D. Property, Plants andEquipment.’’ for a description of theagreement. |

|  |          |                                                                                                                                                                                                                                                                                                                |
|--|----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | 8.  | Option Agreement between CanalaskaVentures Ltd. and Northwestern Mineral Ventures Inc. concerning theWaterbury Project, dated as of November  9, 2005.Reference ismade to ‘‘Item 4. Information on the Company. D.Property, Plants and Equipment.’’ for a descriptionof the agreement. |

|  |          |                                                                                                                                                                                                                                                                             |
|--|----------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | 9.  | Letter of Intent datedMarch  2,  2006 between Northwestern Mineral Ventures Inc.and Azimut Exploration Inc. Reference is made to ‘‘Item4. Information on the Company. D. Property, Plants andEquipment.’’ for a description of the Letter ofIntent. |

|  |           |                                                                                                                                                                                                                                                                      |
|--|-----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | 10.  | Consulting Agreement datedNovember  1,  2003 between Northwestern Mineral VenturesInc. and Kabir Ahmed. Reference is made to ‘‘Item 6.Directors, Senior Management and Employees’’ fora description of the material terms of this agreement. |

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|  |           |                                                                                                                                                                                                                                                                        |
|--|-----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | 11.  | Consulting Agreementdated October  14,  2005 between Northwestern MineralVentures Inc. and Marek Kreczmer. Reference is made to‘‘Item 6. Directors, Senior Management andEmployees’’ for a description of the material termsof this agreement. |

The above descriptions of the Company’sagreements are summaries only. The full agreements are set forth at‘‘Item 19.Exhibits.’’

|  |          |                   |
|--|----------|-------------------|
|  | D.  | ExchangeControls. |

There are no laws, governmental decrees orregulations in Canada that restrict the export or import of capital orwhich affect the remittance of dividends, interest or other payments tonon-resident holders of our shares, other than withholding taxrequirements. Reference is made to ‘‘Item E.Taxation.’’

There are no limitationsunder the laws of Canada or the Province of Ontario, or in ourconstituting documents, with respect to the right of non-resident orforeign owners to hold or vote Shares other than those imposed by theInvestment Canada Act.

The Investment Canada Actis a federal Canadian statute which regulates the acquisition ofcontrol of existing Canadian businesses and the establishment of newCanadian businesses by an individual, a government or entity that is a‘‘non-Canadian’’ as that term is defined inthe Investment Canada Act.

Management of the Companybelieves that it is not currently a‘‘non-Canadian’’ for purposes of theInvestment Canada Act. If the Company were to become a‘‘non-Canadian’’ in the future,acquisitions of control of Canadian businesses by the Company wouldbecome subject to the Investment Canada Act. Generally, thedirect acquisition by a ‘‘non-Canadian’’ ofan existing Canadian business with gross assets of $5,000,000 or moreis reviewable under the Investment Canada Act, with a thresholdsof $223  million and $237  million for transactions closingin 2003 and 2004, respectively, for ‘‘WTOinvestors’’ as defined under the Investment CanadaAct. If the Company were to become a‘‘non-Canadian’’ in the future, Managementbelieves the Company would likely become a‘‘non-Canadian’’ which is a‘‘WTO investor.’’ Generally, indirectacquisitions of existing Canadian businesses (with gross assets overcertain threshold levels) are reviewable under the Investment CanadaAct, except in situations involving ‘‘WTOinvestors’’ where indirect acquisitions are generally notreviewable. In transactions involving Canadian businesses engaged inthe production of uranium, providing financial services, providingtransportation services or which are cultural businesses, the benefitof the higher ‘‘WTO investor’’ thresholdsdo not apply.

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

Investments which are reviewableunder the Investment Canada Act are reviewed by the Minister,designated as being responsible for the administration of theInvestment Canada Act. Reviewable investments, generally, maynot be implemented prior to the Minister’s determining that theinvestment is likely to be of ‘‘net benefit toCanada’’ based on the criteria set out in theInvestment Canada Act. Generally investments by non-Canadiansconsisting of the acquisition of control of Canadian businesses whichacquisitions are otherwise non-reviewable or the establishment of newCanadian businesses require that a notice be given under theInvestment Canada Act in the prescribed form and manner.

Any proposed take-over of the Company by a‘‘non-Canadian’’ would likely be subjectonly to the simple ‘‘notification’’requirements of the Investment Canada Act as in all likelihoodthat non-Canadian would be a ‘‘WTOinvestor’’ for purposes of the Investment CanadaAct. Generally, a ‘‘WTO investor’’ isan individual, other than a Canadian, who is a national of a countrywhich is a member of the World Trade Organization. In the case of aperson which is not an individual, a WTO 

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investor is a person which, generally, isultimately controlled by individuals, other than Canadians, who arenationals of a WTO member. Currently there are 134 countries which aremembers of the WTO, including virtually all countries of the Westernworld. The Company would have to have an asset base of at least beforethe ‘‘reviewable’’ transaction provisionsof the Investment Canada Act became relevant for considerationby a third party non-Canadian acquirer, which is not a WTOinvestor.

|  |          |           |
|--|----------|-----------|
|  | E.  | Taxation. |

CertainCanadian Federal Income Tax Consequences

The following is ageneral summary of the principal Canadian federal income taxconsiderations generally applicable to a person who holds Shares andwho, at all relevant times, for the purposes of the Income Tax Act(Canada) (the ‘‘Act’’) and any applicablebi-lateral tax convention, is not and has never been resident or deemedto be resident in Canada, deals at arm’s length and is notaffiliated with the Company, holds his/her Shares as capital property,does not use or hold (and will not use or hold) and is not deemed touse or hold his/her Shares in, or in the course of, carrying on abusiness in Canada and does not carry on an insurance business inCanada and elsewhere (a ‘‘Non-ResidentHolder’’).

The summary is based on the currentprovisions of the Act and the regulations thereunder and theCompany’s understanding of the current published administrativepractices, and assessing policies of the Canada Revenue Agency (the‘‘CRA’’). This summary takes into accountall specific proposals to amend the Act and the regulations publiclyannounced by the Minister of Finance (Canada) prior to the date hereof(the ‘‘Proposed Amendments’’) although noassurances can be given that such Proposed Amendments will be enactedin the form proposed or at all. This summary does not otherwise takeinto account or anticipate any other changes in law, whether byjudicial, governmental or legislative action or decision or otherchanges in administrative practices or assessing policies of the CRAnor does it take into account any provincial, territorial, local orforeign tax considerations. The provisions of provincial income taxlegislation may vary from province to province in Canada and, in somecases, differ from federal tax legislation.

This summary is of ageneral nature only and is not intended to be, nor should it beconstrued to be, legal or tax advice to any particular holder.Accordingly, holders and prospective holders of Shares should consulttheir own tax advisors with respect to their particular circumstances,including the application and effect of the income and other tax lawsof any country, province, state or local tax authority. AnyNon-Resident Holder who acquires Shares other than from the Company maybe required to obtain from the vendor a certificate pursuant to section116 of the Act (described below) unless the Shares are listed on aprescribed stock exchange or, after reasonable inquiry, the purchaserhad no reason to believe the vendor was a non-resident of Canada withinthe meaning of the Act.

Dividends on Shares

Dividends paid or credited or deemed under the Act to be paid orcredited on the Shares held by a Non-Resident Holder will be subject toCanadian non-resident withholding tax at a general rate of 25%.This rate may be reduced pursuant to the terms of an applicable taxtreaty between Canada and the country of residence of the Non-ResidentHolder. Dividends paid or credited or deemed under the Act to be paidor credited on the Shares held by a Non-Resident Holder who is residentin the United States for purposes of the Canada− United StatesIncome Tax Convention will generally be subject to Canadiannon-resident withholding tax at a rate of 15% and may, in thecase of a corporation, be further reduced in certain circumstances.

Disposition of Shares

A Non-Resident Holder will not besubject to tax under the Act in respect of any capital gain realized ona disposition of Shares unless at the time of such a disposition suchshares constitute taxable Canadian property of the Non-Resident Holderfor purposes of the Act and such Non-Resident Holder is not entitled torelief under an applicable tax treaty between Canada and the country ofresidence of the Non-Resident Holder.

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Shares will generally not constitutetaxable Canadian property of a Non-Resident Holder at a particular timeprovided that such Shares are listed on a prescribed stock exchange(which includes Tiers 1 and 2 of the TSX Venture Exchange) at that timeunless at any time during the sixty month period immediately precedingthe disposition of such Shares, the Non-Resident Holder, persons withwhom the Non-Resident Holder did not deal at arm’s length, orthe Non-Resident Holder together will all such persons, owned or had aninterest in or right to acquire 25% or more of the Shares of anyclass or series of the capital stock of the Company. Under certaincircumstances, Shares of the Company may be deemed to be taxableCanadian property. In the event that Shares constitute taxable Canadianproperty to a particular Non-Resident Holder, capital gains realized onthe disposition of the Shares held by a Non-Resident Holder who isresident in the United States for purposes of the Canada-United StatesIncome Tax Convention will generally not be subject to Canadian taxunless the value of the Shares at that time is derived principally fromreal property situated in Canada.

A purchase of Shares by theCompany (other than a purchase of Shares in the open market in themanner in which Shares would normally be purchased by any member of thepublic in the open market) will give rise to a deemed dividend underthe Act equal to the amount, if any, by which the amount paid by theCompany on the purchase exceeds the paid-up capital of such Sharesdetermined in accordance with the Act. The paid-up capital may be lessthan the Non-Resident Holder’s adjusted cost base of suchShares. Any such dividend deemed to have been received by aNon-Resident Holder will be subject to non-resident withholding tax asdescribed above. The amount of such deemed dividend will reduce theproceeds of disposition of the Shares to the Non-Resident Holder forpurposes of computing the Non-Resident Holder’s capital gain orloss under the Act.

Holders of Shares are entitled to receivedividends in cash, property or Shares when and if dividends aredeclared by the Board of Directors out of funds legally availabletherefore. There are no limitations on the payment of dividends. Todate, the Company has never paid any dividends to its shareholders.

|  |          |                        |
|--|----------|------------------------|
|  | G.  | Statements by Experts. |

Notapplicable.

|  |          |                      |
|--|----------|----------------------|
|  | H.  | Documents onDisplay. |

Copies of the documents referred to in thisdocument may be inspected during normal business hours, at 36 TorontoStreet, Suite 1000, Toronto, Ontario M5C 2C5Canada.

|  |          |                        |
|--|----------|------------------------|
|  | I.  | SubsidiaryInformation. |

Not applicable.

Item11.    Quantitative and Qualitative Disclosures About MarketRisk.

Not applicable.

Item 12.    Description ofSecurities Other than Equity Securities.

Notapplicable.

Item 13.    Defaults, Dividend Arrearages, andDelinquencies.

None.

Item 14.    MaterialModifications to the Rights of Security Holders and Use ofProceeds.

None.

Item. 15.    Controls andProcedures.

Evaluation of DisclosureControls and Procedures

The Company maintainsdisclosure controls and procedures designed to ensure that informationrequired to be disclosed in the Company’s reports filed underthe Securities Exchange Act of 1934, as 

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amended, is recorded, processed, summarizedand reported within the time periods specified in the Securities andExchange Commission rules and forms, and that such information isaccumulated and communicated to our management, including our ChiefExecutive Officer and Chief Financial Officer, as appropriate, to allowfor timely decisions regarding required disclosure.The Company has begun an evaluation of its disclosure controls andprocedures and it anticipates thatsuch evaluation will be completed within thefirst two months of 2007. At such time, the Company will issue a newsrelease and file a Form 6-K announcing theresults of itsevaluation.

Becauseof its small size and limited resources, the Company has not performedan evaluation of its disclosure controls andprocedures as of December  31,  2005, asrequired by Securities and Exchange Commission Rules 13a-15(a) and13a-15(e) . Accordingly, the Companyis unable to make any conclusions on theeffectiveness of its controls and procedures as of December31,  2005.

Changes in InternalControls over FinancialReporting

Although we did notevaluate the effectiveness of our disclosure controls andprocedures , we are unaware of any changes in our internal controls overfinancial reporting during our fiscal year ended Dec, 2005 that has materially affected, or isreasonably likely to materially affect, our internalcontrols over financialreporting.

Item 16A.    Audit Committee FinancialExpert.

The Company’s Chairman and independent,non-management directors serve as the Audit Committee. However, afinancial expert does not serve on the Company’s AuditCommittee. The Company believes that its Audit Committee is wellequipped to address all financial matters of the Company since theCompany’s Chief Financial Officer, a Chartered ManagementAccountant, serves as Secretary and active financial advisor to theAudit Committee.

Item 16B.    Code of Ethics.

TheCompany’s Board of Directors has currently requested theformulation of a Draft Proposal for a Code of Business Conduct andEthics, the specifics of which will be reviewed and considered forpossible adoption by the Company’s Board of Directors in duecourse.

Item 16C.    Principal Accountant Fees andServices.

The following chart summarizes the aggregate feesbilled by the Company’s external auditors for professionalservices rendered to the Company during the fiscal years endedDecember  31,  2005 and 2004 and the fiscal periodcommencing on September  26,  2003 (the date ofincorporation of the Company) and ending December  31,2003, for audit and non-audit relatedservices:

|                     |  |  |                        |  |         |                         |  |  |                                        |  |         |  |  |  |  |  |         |  |
|---------------------|--|--|------------------------|--|---------|-------------------------|--|--|----------------------------------------|--|---------|--|--|--|--|--|---------|--|
| Typeof Work         |  |  | Year EndedDec. 31,2005 |  |         | Year EndedDec. 31, 2004 |  |  | PeriodSeptember26,2003 toDec. 31, 2003 |
| Auditfees*          |  |  |                        |  | $27,000 |                         |  |  |                                        |  | $16,000 |  |  |  |  |  | $13,000 |  |
| Audit-relatedfees** |  |  |                        |  | $0      |                         |  |  |                                        |  | $10,000 |  |  |  |  |  | $6,500  |  |
| Taxadvisoryfees     |  |  |                        |  | $3,000  |                         |  |  |                                        |  | $0      |  |  |  |  |  | $0      |  |
| All otherfees       |  |  |                        |  | $0      |                         |  |  |                                        |  | $0      |  |  |  |  |  | $0      |  |
| Total               |  |  |                        |  | $30,000 |                         |  |  |                                        |  | $26,000 |  |  |  |  |  | $19,500 |  |
|                     |

|  |
|--|
|  |  |
|  |

|   |                                                                                                                                                                                              |
|---|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| * | Aggregatefees billed for the Company’s annual financial statements andservices normally provided by the auditor in connection with theCompany’s statutory and regulatoryfilings. |

|    |                                                                                                                                                                                                                                                                                                                                                                                                                         |
|----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** | Aggregate fees billed for assuranceand related services that are reasonably related to the performance ofthe audit or review of the Company’s financial statements andare not reported as ‘‘Audit fees’’,including: assistance with aspects of tax accounting, attest servicesnot required by state or regulation and consultation regardingfinancial accounting and reporting standards. |

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Item. 16D.    Exemptions from theListing Standards for Audit Committees.

NotApplicable.

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

Not Applicable.

Item17.    Financial Statements.

See ‘‘Item 18.Financial Statements.’’

Item 18.    FinancialStatements.

(1)   Consolidated Balance Sheets of the Companyas at December  31,  2005 and 2004, and ConsolidatedStatements of Operations and Deficit, Shareholders Equity, and CashFlows, for each of the years in the two-year period endedDecember  31,  2005, the period from inception (September26, 2003) to December  31,  2003, and the cumulative periodfrom inception to December  31,  2005. These statementswere prepared in accordance with Canadian generally accepted accountingprinciples, which differ in certain respects from United Statesgenerally accepted accounting principles. See Note 15 to theconsolidated financial statements for a description of the differencesbetween Canadian Generally Accepted Accounting Principles and UnitedStates Generally Accepted AccountingPrinciples.

(2)   Unaudited Consolidated Balance Sheet of theCompany as at March  31,  2006, Consolidated Statements ofOperations and Deficit for the three months ended March31,  2006, Statements of Cash Flows for the three months endedMarch  31,  2006, and Statements of Shareholders’Equity from Commencement of Operations, September  26,2003 to March  31,  2006.

Item19.    Exhibits.

Exhibits.    (Reference is made toRegistration Statement on Form 20-F, dated March  9,  2004,submitted to the Securities and Exchange Commission on March15,  2004, for exhibits 1, 2, 3.A-3.B. Reference is made toAnnual Report on Form 20-F, for the year ended December31,  2004, dated July  19,  2005, submitted to theSecurities and Exchange Commission on July  20,  2005, forexhibits 3.C and 3.D Reference is made to Annual Report on Form 20-F,for the year ended December  31,  2005, submitted to theSecurities and Exchange on June  30,  2006, for exhibits3.E-3.L, exhibits 4.A-4.E, and exhibits 13.1 and 13.2).

|  |          |                                            |
|--|----------|--------------------------------------------|
|  | 1.  | Certificate and Articles of Incorporation. |

|  |          |          |
|--|----------|----------|
|  | 2.  | By-Laws. |

|  |          |                    |
|--|----------|--------------------|
|  | 3.  | List ofAgreements. |

|  |          |                                                                                                                                  |
|--|----------|----------------------------------------------------------------------------------------------------------------------------------|
|  | A.  | Escrow Agreement datedJanuary  9,  2004 among Northwestern Mineral Ventures Inc.,Equity Transfer Services Inc., and Kabir Ahmed. |

|  |          |                                                                    |
|--|----------|--------------------------------------------------------------------|
|  | B.  | Consulting Agreement dated April22,  2004 with Primoris Group Inc. |

|  |          |                                                                                                                                   |
|--|----------|-----------------------------------------------------------------------------------------------------------------------------------|
|  | C.  | Option Agreement dated July  14,2004 between RNC Gold Inc. and Northwestern Mineral Ventures Inc.concerning the Picachos Project. |

|  |          |                                                                                                                             |
|--|----------|-----------------------------------------------------------------------------------------------------------------------------|
|  | D.  | Letter ofIntent dated May  19,  2005 between Northwestern MineralVentures Inc. and RNC Gold Inc. regarding PicachosProject. |

|  |          |                                                                                                        |
|--|----------|--------------------------------------------------------------------------------------------------------|
|  | E.  | Amending Agreement datedOctober  14,  2005 between Northwestern Mineral VenturesInc. and RNC Gold Inc. |

|  |          |                                                                                                                 |
|--|----------|-----------------------------------------------------------------------------------------------------------------|
|  | F.  | Mining Agreementbetween the Republic of Niger and Northwestern Mineral Ventures Inc.for the Irhazer Concession. |

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|  |          |                                                                                                                 |
|--|----------|-----------------------------------------------------------------------------------------------------------------|
|  | G.  | Mining Agreementbetween the Republic of Niger and Northwestern Mineral Ventures Inc.for the In Gall Concession. |

|  |          |                                                                                                                                                       |
|--|----------|-------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | H.  | Option Agreementbetween Canalaska Ventures Ltd. And Northwestern Mineral Ventures Inc.concerning the Waterbury Project, dated as of November  9,2005. |

|  |          |                                                                                                            |
|--|----------|------------------------------------------------------------------------------------------------------------|
|  | I.  | Letter of Intent dated March2,  2006 between Northwestern Mineral Ventures inc. and AzimutExploration Inc. |

|  |          |                                                                                                         |
|--|----------|---------------------------------------------------------------------------------------------------------|
|  | J.  | Consulting Agreement datedNovember  1,  2003 between Northwestern Mineral VenturesInc. and Kabir Ahmed. |

|  |          |                                                                                                            |
|--|----------|------------------------------------------------------------------------------------------------------------|
|  | K.  | Consulting Agreementdated October  14,  2005 between Northwestern MineralVentures Inc. and Marek Kreczmer. |

|  |          |                                                                                                                                           |
|--|----------|-------------------------------------------------------------------------------------------------------------------------------------------|
|  | L.  | Letter ofIntent dated June  9,  2006 between Northwestern MineralVentures Inc. and Edward Bawolak regarding the Sequaney UraniumProperty. |

|  |          |          |
|--|----------|----------|
|  | 4.  | Consents |

|  |          |                                                                    |
|--|----------|--------------------------------------------------------------------|
|  | A.  | Consentof McGovern, Hurley, Cunningham, LLP, CharteredAccountants. |

|  |          |                                                                                   |
|--|----------|-----------------------------------------------------------------------------------|
|  | B.  | Consent of Watts, Griffis andMcOuat Limited, Consulting Geologists and Engineers. |

|  |          |                                      |
|--|----------|--------------------------------------|
|  | C.  | Consent of Claude Jobin, P.Eng.,M.Sc |

|  |          |                                   |
|--|----------|-----------------------------------|
|  | D.  | Consent of Azimut-ExplorationInc. |

|  |          |                                   |
|--|----------|-----------------------------------|
|  | E.  | Consent of Canalaska VenturesLtd. |

|  |           |                |
|--|-----------|----------------|
|  | 12.  | Certifications |

|  |            |                                          |
|--|------------|------------------------------------------|
|  | 12.1  | Certification of Chief ExecutiveOfficer. |

|  |            |                                        |
|--|------------|----------------------------------------|
|  | 12.2  | Certification of ChiefFinancialOfficer |

|  |           |                |
|--|-----------|----------------|
|  | 13.  | Certifications |

|  |            |                                        |
|--|------------|----------------------------------------|
|  | 13.1  | Certificationof Chief ExecutiveOfficer |

|  |            |                                         |
|--|------------|-----------------------------------------|
|  | 13.2  | Certification of ChiefFinancial Officer |

The Registrant hereby certifies that it meetsall of the requirements for filing on Form 20-F and that is has dulycaused and authorized the undersigned to sign this annual report on itsbehalf.

|  | NORTHWESTERN MINERAL VENTURESINC. |
|--|-----------------------------------|

|  | By:    /s/ MarekKreczmer |
|--|----------------------------------------------|

|  | By:    MarekKreczmer |
|--|------------------------------------------|

|  | Title: President and Chief ExecutiveOfficer |
|--|---------------------------------------------|

Date: January29,2007

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